Exhibit 10.3
| L | 1 | Ver | ||||||||||
| THE LAND TITLES ACT | (For Official use only) | |||||||||||
LEASE | ||||||||||||
DESCRIPTION OF LAND
| CT Vol. | Fol. | MK | TS | Lot No. | Property Address Whole or part (If part lot, to stateapproved new lot / strata lot or to annex plan and give details) | |||||||||||
| 428 | 132 | 19 | - | 1937 | Whole. | |||||||||||
| 1 Yishun Avenue 7 Singapore 768923 | ||||||||||||||||
LESSOR:
| Name | HOUSING & DEVELOPMENT BOARD | |
Address: (within Singapore forserviceof Notice) | 3451 Jalan Bukit Merah, HDB Centre. Singapore 159459 |
(the registered proprietor) HEREBY LEASES the registered estate or interest in theland above described (hereinafter referred to as “the said land”) to: -
LESSEE
| Co regn. No: | 198602431 Z | |
| Name: | COMPAQ ASIA PTE. LIMITED | |
| Place of Incorporation | Singapore | |
Address: (within Singapore forserviceof Notice) | A company incorporated in the Republic of Singapore andhaving its registered address at 1 Temasek Avenue #27-01Millenia Tower Singapore 039192. |
*to hold as
| Manner of Holding | — |
To complete where there are co-owners. To delete if not applicable
Stamp Duty Cert Attached
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FOR TERM OF LEASE
as tenant for the term of thirty (30) years commencing from the 1stday of December1988. YIELDING AND PAYING therefor the yearly rent of Dollars Six Hundred andForty-Six Thousand One Hundred and Forty-Two and Cents Forty Only($646,142.40) without deductions and in advance every quarterly without demand on1st December 1988 and shall be at the rate of $18.00 per square metre per annumfrom the 1st day of December 1988 (hereinafter referred to as “the Initial Rent”) whichrate shall be subject to revision on the 1st day of December 1989 to a rate based onthe market rent on the date of such revision determined in the manner following butso that the increase shall not exceed seven point six per cent (7.6%) of the YearlyRent. The yearly rent so revised in 1989 shall be subject to revision every year from1st day of December 1989 and shall be at the rate based on the market rent on therespective dates determined in the manner following but so that the increase shallnot exceed seven point six per cent (7.6%) of the year rent for each immediatepreceding year. Provided that:
| (a) | the yearly rent payable from the 1st day of January 1999 to the 30th day ofNovember 2001 shall be based on the market rent as at 1st January 1999; | |
| (b) | the yearly rent payable from the 1st day of December 2001 and for eachsucceeding year thereafter shall be subject to revision and shall be at a ratebased on the market rent on the date of such revision determined in themanner following but so that the increase shall not exceed five point five percent (5.5%) of the yearly rent for each immediately preceding year. |
The market rent in this context shall mean the rent per square metre per annum ofthe said land excluding the buildings and other structures erected thereon and shallbe determined by the Lessor on or about the dates mentioned and the decision ofthe Lessor shall be final.
SUBJECT TO:
PRIOR ENCUMBRANCES (to state ‘nil’ if there are none);
Nil
AND the following:-
COVENANTS AND CONDITIONS
COVENANTS AND CONDITIONS
| (a) | the covenants, conditions and powers implied by law in instruments of lease(or to such of them as are not hereinafter expressly negatived or modified); | |
| (b) | the covenants and conditions set forth in the Memorandum of Lease filed inthe Registry of Titles as ML/24 (which Memorandum is hereinafter called“ML/24”) subject to the variations as provided below. |
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SPECIAL COVENANTS AND CONDITIONS
| 1. | The provisions of ML/24 shall apply hereto, subject to the variationsthereof as provided in the following clauses, and in the applicationthereof to this Lease, each and every reference in ML/24 to the words orexpressions set out in the first column below shall have the meanings set forth in the second column respectively. |
| Word/Expression | Meaning | |||
| “the Lease” | : | this Lease | ||
| “the Lessee” | : | the lessee as hereinbefore named. | ||
| “the Lessor” | : | the Lessor as hereinbefore named. | ||
| “the said land” | : | the land above described. | ||
| “the said term” | : | the term of tenancy as above recited. |
| 2. | Clause 1 of ML/24 in its application to this Lease is hereby amendedas follows:- |
| (a) | by deleting sub-clauses (vi), (vii) and (xiv) thereof andrenumbering the remaining sub-clauses in their running orderto sub-clauses (i) to (xi) (both inclusive): | ||
| (b) | by inserting the (following new sub-clauses thereto:- |
| (xii) | not to use or to permit or suffer the said land or anybuilding thereon or any part of the said land andbuilding thereon to be used otherwise than as a factoryfor the assembly of computer parts and boards subjectto the approval of the competent authority appointedunder the Planning Act. | ||
| (xiii) | Not to use the said land or building thereon or any partthereof for any illegal or immoral purpose and not tocarry on or permit or suffer to be carried on in or uponthe said land or any part of the building thereon anynoxious noisy dangerous or offensive trade or businessor manufacture whatsoever which may be or become anuisance annoyance or inconvenience to the ownerstenants or occupiers of premises neighbouringadjoining or adjacent or to the Lessor. | ||
| (xiv) | Not to erect permit or suffer to be carried out anyconstruction of chimneys or ducts of any kindwhatsoever in or at any part of the buildings on the saidland for the purpose of discharging smoke gas fume or |
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| any other substance connected directly or indirectlywith the manufacturing processes. | |||
| (xv) | Not to demise, transfer, assign, mortgage, let, sublet,underlet, license or part with the possession of the saidland or any building thereon or any part thereof inwhatsoever manner and not to effect any form ofreconstruction howsoever brought about including anyform of amalgamation or merger with or take-over byanother company, firm or body or party, without firstobtaining the consent of the Lessor in writing. Section17 of the Conveyancing and Law of property Act(Chapter 61) shall not apply. Any consent, if granted bythe Lessor shall be given on such terms and conditionsas the lessor may in its entire and unfettered discretiondeem fit to impose and shall include:- |
| (a) | full revision of the rental to the prevailing marketrate from the date of assignment; | ||
| (b) | payment of such administrative fees asdetermined by the Lessor. |
| (xvi) | On or before the execution of this lease, the Lesseeshall supply to the Lessor in writing a list of names ofits existing shareholders and particulars of classes ofshares held by each and every shareholder and thevalue thereof and such list shall be duly certified to becorrect by a director of the Lessee. | ||
| (xvii) | Not without the consent in writing of the Lessor to affixor exhibit or erect or paint or permit or suffer to beaffixed or exhibited or erected or painted on or uponany part of the exterior of any buildings on the said landor of the external walls or rails or fences thereof anynameplate signboard placard poster or otheradvertisement or hoarding. | ||
| (xvii) | To make reasonable provision against and beresponsible for all loss injury or damage to any personor property including that of the Lessor for which theLessee may be held liable arising out of or inconnection with the occupation and use of the said landand any buildings thereon and to indemnify the Lessoragainst all proceedings claims costs and expenseswhich It may incur or for which it may be held liable asa result of any act neglect or default of the Lessee itsservants contractors or agents. | ||
| (xix) | Not to effect a change of name without prior consent inwriting of the Lessor PROVIDED THAT on everychange of name the Lessee shall pay to the Lessor a |
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| fee to be specified by the Lessor in relation to suchconsent. | |||
| (xx) | Not to Install and/or use any electrical installations,machines or apparatus that may cause heavy powersurge, high frequency voltage and current, air bornenoise, vibration or any electrical or mechanicalinterference or disturbance whatsoever which mayprevent or prevents in any way the service or use ofany communication system or affects the operation of other equipment, installations, machinery, apparatus orplants of other lessees and in connection therewith, to allow the Lessor or any authorised persons to inspectat all reasonable times, such installations, machines orapparatus in the said land and any buildings thereon to determine the source of the interference or disturbanceand thereupon, to take suitable measures, at theLessee’s own expense, to eliminate or reduce suchInterference or disturbance to the Lessor’s satisfactionIf it is found by the Lessor or such authorised personthat the Lessee’s electrical installations, machines orapparatus is causing or contributing to the saidinterference or disturbance. | ||
| (xxi) | To indemnify the Lessor against any claims,proceedings, action, losses, penalties, damages,expenses, costs, demands which may arise inconnection with sub-clause (xx) above. | ||
| (xxii) | To make good and sufficient provision for the safe andefficient disposal of all waste including but not limited topollutants generated at the said land and any buildingsthereon to the requirements and satisfaction of theLessor and other relevant government authoritiesPROVIDED THAT in the event of any default by theLessee under this covenant the Lessor may carry outsuch remedial measures as it thinks necessary and allcosts and expenses incurred thereby shall be recoverable forthwith from the Lessee as a debt. | ||
| (xxiii) | To pay interest at the rate of eight point five per cent (8.5%) per annum or such higher rate as may bedetermined from time to time by the Lessor in respectof any arrears of rent or other outstanding sums dueand payable under this Lease from the above duedates thereof until payment in full is received by theLessor. | ||
| (xxiv) | At the termination of the said term or at the earlierdetermination thereof to yield up to the lessor the saidland together with all buildings, structures and fixturestherein in good and tenantable repair. |
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| 3. Clause 2 of ML/24 in its application to this Lease is hereby amendedby inserting the words “and buildings thereon” after the words “land” in line 4and substituting the word “person” and “It: for the words “persons” and him” inlines 4 and 5 respectively. | |||
| 4. Clause 3 of ML/24 in its application to this Lease is hereby amendedby inserting after the word “Lessor” in line 8 thereof the words “to imposesuch penalties as it deems fit as well as for the Lessor” and by inserting thewords “or buildings thereon” after the words “land” in line 9. | |||
| 5. In addition to Clauses 2 and 3 of ML/24 the Lessor further covenantswith the Lessee that he shall at the written request of the Lessee made notless than twelve (12) months before the expiry of the said term but not earlierthan the twenty-eight (28th) year of the said term grant to the Lessee a leaseof the said land for a further term of 30 years (hereinafter referred to as “thefurther term”) which shall commence from the date immediately following theexpiration of the said term on the same terms and conditions and containinglike covenants as are herein contained with exception of the presentcovenant for renewal or such variations or modifications as shall be imposedby the Lessor PROVIDED that:- |
| (i) | there be no existing breach(es) or non observance(s) of any ofthe covenants and conditions herein contained on the part ofthe Lessee to be observed or performed. | ||
| (ii) | the rental payable for the further term shall be as set outhereunder:- |
| (a) | The yearly rent for the further term commencing on the1st day of December 2018 shall be at the rate based onthe market rent at the commencement of the furtherterm (hereinafter referred to as the Second InitialRent”) which rate shall however be subject to a revisionon the 1st day of December 2019 to a rate based on themarket rent prevailing on the date of such revisiondetermined in the manner following but so that theincrease shall not exceed five point five per cent (5.5%)of the Second Initial Rent. | ||
| (b) | The yearly rent so revised shall be subject to revisionon the 1st day of December annually thereafter andshall be at a rate based on the market rent prevailingon the date of such revision but so that the increaseshall not exceed five point five per cent (5.5%) of theyearly rent for the immediately preceding year. | ||
| (c) | The market rent and the time of payment of the yearlyrent shall be as aforesaid. | ||
| (d) | Any demise, transfer, assignment or parting ofpossession of the said land or any buildings thereon or |
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| any part thereof by the Lessee in whatsoever manner within 5 years of the commencement of the further term will be approved by the Lessor only upon payment bythe Lessee of a fee (hereinafter called “the additionalfee”) which shall be equivalent to the value of thebuildings and there shall also be a full revision of therental to the prevailing market rate from the date ofassignment and payment of such administrative fee asdetermined by the Lessor as provided in Clause 1(xv)of ML/24. The value of the buildings shall bedetermined by the Lessor alone and the Lessor’sassessment shall be final and conclusive and notsubject or open to review by the Lessee. PROVIDEDTHAT the Lessee shall not be required to pay theadditional fee for any demise, transfer, assignment or parting with possession of the said land or anybuidings thereon or any part thereof by the Lessee inwhatsoever manner after the aforesaid 5 year period. | |||
| (e) | All costs expenses charges legal or otherwise includingstamp duty and the Lessor’s legal costs of orconnected with the preparation completion andregistration of the lease for the further term of 30 yearsshall be borne by the Lessee. |
| (iii) | The interest chargeable shall be at the rate of eight point five(8.5%) per annum or such higher rate as may be determinedfrom time to time by the Lessor in respect of any arrears ofrent or outstanding sums due and payable under the Leasefrom the due dates thereof until payment in full is received bythe Lessor. |
6. All sums payable under this Lease are exclusive of Goods andServices Tax. The Lessee, shall pay and indemnify the Lessor against Goodsand Services Tax chargeable in respect of any payment with this Lease or inrespect of any payment made by the Lessor where the Lessee hereby agreesin this Lease to reimburse the Lessor for such payment
DATE OF LEASE: 26 September 2000
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EXECUTION BY LESSOR
| The Common Seal of the HOUSING | ) | |||
| ) | ||||
| & DEVELOPMENT BOARD was | ) | |||
| ) | ||||
| hereunto affixed in the | ) | |||
| ) | ||||
| presence of: | ) |
/s/ Edmund Koh
MEMBER Mr. Edmund Koh
MEMBER Mr. Edmund Koh
/s/ Jacqueline Low Li Ling
OFFICER JACQUELINE LOW LI LING
EXECUTION BY LESSEE | ||||
| The Common Seal of COMPAQ ASIA PTE. LIMITED | ) ) ) | |||
| ) | ||||
| Was hereunto affixed in the presence of:- | ) ) ) |
/s/ Lee Kheng Hock
Lee Kheng Hock
Director
/s/ Edmund Leow
EDMUND LEOW
Secretary
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CERTIFICATES PURSUANT TO THE RESIDENTIAL PROPERTY ACT AND THE LANDTITLES RULES AND PRACTICE CIRCULARS:
I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that the place ofIncorporation and registration number allocated by the Registry of Companies to theLessee as abovementioned specified in the within instrument have been verified fromthe Certificate of Incorporation produced and shown to me and are found to be correct.
Dated this 26th day of September 2000.
| -s- LYN WEE SOON LI Solicitor for the Lessee |
I, LYN WEE SOON LI, the solicitor for the Lessee hereby certify that according to the information supplied to me by the Chief Planner within the last 8 weeks, the within land is zoned “Light Industry” and the within land is for industrial use and the specific use approved is for light Industrial factory with temporary permission for change of use of part of the factory area on the 2nd storey of the part 2/part 3-storey light industrial factory to ancillary office.
Dated this 26th day of September 2000.
| -s- LYN WEE SOON LI Solicitor for the Lessee |
CERTIFICATE OF CORRECTNESS
I, the Solicitor for the Lessor hereby certify that this instrument is correct for thepurposes of the Land Titles Act.
| -s- TEO WEI LING RENEE Solicitor for the Lessor |
I, the Solicitor for the Lessee hereby certify that this instrument is correct for thepurposes of the Land Titles Act.
| -s- LYN WEE SOON LI Solicitor for the Lessee |
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FOR OFFICE USE ONLY
| M/S SHOOK LIN & BOK |  | |
ADVOCATES & SOLICITORS | ||
1 ROBINSON ROAD | ||
#18-00 AIA TOWER | ||
SINGAPORE 048542 | ||
| RT/TWL/955110/HDB | ||
| 1 August, 2000/TWL | ||
s:\1995\955110\955110.000721.draft lease.doc | ||
| L | 1 | Ver 1 | |||||||||||
| THE LAND TITLES ACT | |||||
| VARIATION OF LEASE |  |
(A) DESCRIPTION OF LAND
| CT (SUB) | MK | TS | Lot No | Property Address Whole or part lot (If part lot, to state appd new lot/strata lot or to annex plan and give details) | ||||||||||
| Vol | Fol | |||||||||||||
| 570 | 137 | 19 | — | 1937C | Whole. | |||||||||
| 1 Yishun Avenue 7 Singapore 768923 | ||||||||||||||
| (B) REGISTERED LEASE NO.: | 1/31607P |
(C) LESSOR
| ID/Co reg no: | - | |
| Name: | HOUSING AND DEVELOPMENT BOARD | |
Address: (within Singaporefor service of Notice) | A body corporate incorporated under the Housing and Development Act and having its office at HDB Centre, 3451 Jalan Bukit Merah Singapore 159459 (hereinafter called “the Board”) |
AND
(D) LESSEE
| ID/Co. regn no.: | 199903281G | |
| Name: | AGILENT TECHNOLOGIES SINGAPORE PTE LTD | |
| Address: | ||
(within Singapore for service of Notice) | 9 Temesek Bculevand #09-03 suntec City Tower 2 Singapore 038989 |
2
HEREBY AGREE that the terms of the abovementioned Instrument of Lease shall be varied as follows:-
| (a) | Clause 1(xii) of ML/24 shall be deleted and substituted with the following:- |
| “(xii). | Not to use or permit or suffer the said land or any building thereon to be used otherwise than for their own occupation and for the Manufacturing of Semiconductor Products and Components as well as the Testing and Assembly of Test and Measurement Instruments. All activities shall be confined within the boundary of the said land and the Lessee shall not place any articles and goods on the common area outside the boundary of the said land.” |
| (b) | The Lessee shall pay all registration fees, stamp fees, legal costs and other charges legal or otherwise incurred in connection with the preparation and issue of this Variation of Lease. | |
| (c) | Save as herein varied and amended the said Instrument of Lease shall in all other respects continue to be in full force and effect. |
(E) DATE OF VARIATION OF LEASE : | 15 January 2002 |
(F) EXECUTION BY BOARD
The Common Seal of theHOUSING AND DEVELOPMENT BOARD was hereunto affixed in the presence of: | ) ) ) ) ) |
| /s/ Mr Edmund Koh | /s/ Jacqueline Low Li Ling | |||
MEMBER | OFFICER | |||
| Mr Edmund Koh | JACQUELINE LOW LI LING |
(G) EXECUTION BY LESSEE
Signed by the abovenamed Lessee AGILENT TECHNOLOGIES SINGAPORE PTE LTD in the presence of:- | ) ) ) ) ) ) | |||
| /s/ [ILLEGIBLE] | ||||
| Director | ||||
| /s/ [ILLEGIBLE] | ||||
| Secretary |
(J) CERTIFICATE OF CORRECTNESS
I, the Solicitor for the Board hereby certify that this instrument is correct for the purposes of the Land Titles Act and that I have a Practising Certificate issued on 1st April 2001.
| /s/ Leong Siew Fong Elaine | ||||
| LEONG SIEW FONG ELAINE | ||||
| NAME & SIGNATURE OF SOLICITOR FOR THE BOARD | ||||
I, the Solicitor for the Lessee hereby certify that this instrument is correct for the purposes of the Land Titles Act and that I have a Practising Certificate issued on 1st April 2001.
| /s/ Chai Elsa | ||||
| Chai Elsa | ||||
| NAME & SIGNATURE OF SOLICITOR FOR THE LESSEE | ||||
FOR OFFICE USE ONLY
M/S SHOOK LIN & BOK
ADVOCATES & SOLICITORS
1 ROBINSON ROAD
#18-00 AIA TOWER
SINGAPORE 048542
ADVOCATES & SOLICITORS
1 ROBINSON ROAD
#18-00 AIA TOWER
SINGAPORE 048542
TWL/955110/HDB
TWL/\\sn1031\ey\1995\955110\955110.010503.variation of lease.doc
TWL/\\sn1031\ey\1995\955110\955110.010503.variation of lease.doc
