Exhibit 4(mm)
Dated this 3(rd) day of June , 1999
Between
WAN TIEN REALTY (PTE) LTD
AND
ISE LABS. SINGAPORE PTE LTD
SUB - LEASE
in respect of
750D Chai Chee Road #07-03 to 05
Chai Chee Industrial Park
THIS Sub-lease is made the 3rd day of June One thousand nine hundred and ninety-nine Parties
(1999) Between WAN TIN REALTY (PTE) LTD, a company incorporated in the Republic of
Singapore and having its registered office at 39 Robinson Road #18-01 Robinson Point,
Singapore (hereinafter referred to as "the Sub-lessor") of the one part AND ISE LABS,
SINGAPORE PTE LTD (Company regn no. 199800834K), a company incorporated in the
Republic of Singapore and having its registered office at 16 Raffles Quay #23-01 Hong Leong
Building Singapore 048581 (hereinafter referred to as "the Sub-lessee") of the other part.
WITNESSETH as follows:
1. IN CONSIDERATION of the rents and the Sub-lessee's covenants hereinafter reserved Demise
and contained the Sub-lessor hereby demises unto the Sub-lessee ALL THAT premises more
particularly described in the First Schedule hereto (hereinafter called "the Demised Premises")
being a part of the Industrial Park known as "CHAI CHEE INDUSTRIAL PARK", Chai Chee
Road, Singapore (hereinafter called "the Industrial Park") together with (but to the exclusion
of all other liberties easements rights or advantages):
(a) The right for the Sub-lessee and others duly authorised by the
Sub-lessee of ingress and egress to and from the Demised Premises in
over and along all the usual entrances landings lifts and passage
ways leading thereto in common with the Sub-lessor and all others so
authorised by the Sub-lessor and all other persons entitled thereto,
such rights being only so far as is necessary and as the Sub-lessor
can lawfully grant.
(b) The right to the free and uninterrupted use of all electric,
telephone and other pipes, wires and cables upon through or under
adjacent premises in the Industrial Park all such rights to be so far
as is necessary for the enjoyment of the Demised Premises and in
common with the Sub-lessor and all others so authorised by the
Sub-lessor and all other persons entitled thereto.
(c) The right for the Sub-lessee and all others authorised by the
Sub-lessee to the use and benefit of the air-conditioning system
installed in the Industrial Park in common with the Sub-lessor and
all others so authorised by the Sub-lessor and all other persons
entitled thereto.
(d) The right for the Sub-lessee and others authorised by the Sub-lessee
to the use of such sufficient toilet facilities in the Industrial
Park as shall be provided by the Sub -lessor but such use shall be in
common with the Sub-lessor and all others so authorised by Sub-lessor
and all other persons entitled thereto.
EXCEPTING AND RESERVING unto the Sub-lessor the free uninterrupted use of all gas Annual Rent
water and other pipes, electric telephone and other wires conduits flues and drains in through
or under the Demised Premises TO HOLD the Demised Premises unto the Sub-Lessee for the
term of three (3) years from the 16th day of September 1998 (hereinafter called the "Date of
Commencement") YIELDING AND PAYING THEREFOR during the term hereby created
the rent calculated at the rate specified in the Second Schedule hereto, and the rent shall be paid
in advance and clear of all deductions by three monthly payments respectively on the lst day
of January, April, July and October in each year (hereinafter called the "Payment Dates")
Provided that on or before the Date of Commencement the Sub-lessee shall pay to the
Sub-lessor a pro-rated quarterly payment calculated from the Date of Commencement up to the
day immediately before the next Payment Date and thereafter the rent shall be paid on the
Payment Dates.
2. The Sub-lessee hereby covenants with the Sub-lessor as follows: Sub-lessee's
Covenants
(a) To pay the said rent on the Payment Dates and in the manner
aforesaid.
(b) To pay to the Sub-lessor on or before the execution of this Sub-lease
the sum of Dollars Ninety-Six Thousand Eight Hundred And Ninety-Six
and Twenty-Five Cents Only ($96,896.25), equivalent to three (3)
months' rent to be held by the Sub-lessor as security for the due
observance and performance by the Sub-lessee of all and singular the
several covenants conditions stipulations and agreements on the part
of the Sub-lessee herein contained, which sum shall be maintained at
this figure during the term hereby created and shall not be deemed to
be or treated as payment of the rent and the same shall be refunded
to the Sub-lessee without interest on the expiration of the term
hereby created less such sum as may be due to the Sub-lessor.
Provided that in lieu of payment of the said sum of Dollars, the
Sub-lessee may obtain and deliver to the Sub-lessor a guarantee in
writing or an irrevocable letter of credit issued by a bank
acceptable to the Sub-lessor undertaking to pay the said sum on
demand by the Sub-lessor which guarantee or irrevocable letter of
credit shall be on terms and conditions acceptable to the Sub-Lessor.
(c) To pay to HDB all sub-letting fees and impositions whatsoever which Sub-letting Fees
are now or which at any time hereafter during the term hereby created
may be imposed or charged in respect of the sub-letting of the
Demised Premises to the Sub-lessee.
(d) (i) During the term hereby created to pay any increase of property Property Tax and
tax or other imposition of a like nature by whatever name called Other Taxes
whether by way of an increase in the rate of tax or imposition
or an increase in the annual value not being the first increase
in the annual value brought about by the erection and
construction of the Industrial Park over and above the amount of
such property tax or imposition levied or imposed as at the Date
of Commencement where such increase is due or attributable to an
increase in the rate of property tax payable or an increase in
the annual value aforesaid and to pay any new imposition
(including surcharge on property tax) by whatever name called
which may hereafter be levied or imposed on the Demised
Premises. In the event of the Demised Premises not being
separately assessed but the Industrial Park being assessed as a
whole then for the purpose of ascertaining the additional or
other amount payable by the Sub-lessee under this Clause any
such increase in property tax or outgoing or any new imposition
shall be apportioned and the Sub-lessee shall pay such
proportion thereof as the floor area of the Demised Premises
bears to the total area of the rentable floor space in the
Industrial Park.
(ii) It is hereby agreed that the rent and other sums payable by the
Sub-lessee under this Sub-lease (hereinafter collectively called
"the Agreed Sum") shall, as between the Sub-lessor and the
Sub-lessee, be exclusive of any applicable goods and services
tax, imposition, duty and levy whatsoever (hereinafter
collectively called "Taxes") which may from time to time be
imposed or charged before, on or after the commencement of this
Sub-lease (including any subsequent revisions thereto) by any
government, quasi-government, statutory or tax authority
(hereinafter called "the Authorities") on or calculated by
reference to the amount of the Agreed Sum (or any part thereof)
and the Sub-lessee shall pay all such Taxes, or reimburse the
Sub-lessor for the payment of such Taxes, as the case may be, in
such manner and within such period as to comply or enable the
Sub-lessor to comply with any applicable orders or directives of
the Authorities and the relevant laws and regulations.
If the Sub-lessor or the Sub-lessee (or any person on their behalf)
is required by law to make any deduction or withholding or to make
any payment, on account of such Taxes, from or calculated by
reference to the Agreed Sum (or any part thereof):
(aa) the Sub-lessee shall pay, without requiring any notice from the
Sub-lessor all such Taxes for its own account (if the liability
to pay is imposed on the Sub-lessee), or on behalf of and in the
name of the Sub-lessor (if the liability to pay is imposed on
the Sub-lessor) on receipt of written notice from the Sub-lessor
and without prejudice to the foregoing if the law requires the
Sub-lessor to collect and to account for such Taxes, the
Sub-lessee shall pay such Taxes to the Sub-lessor (which shall
be in addition to the Sub-lessee's liability to pay the Agreed
Sum) on receipt of written notice from the Sub-lessor; and
(bb) the sum payable by the Sub-lessee in respect of which the
relevant deduction, withholding of payment is required on
account such Taxes, shall be increased to the extent necessary
to ensure that after the making of the aforesaid deduction,
withholding or payment, the Sub-lessor or any person or persons
to whom such sum is to be paid, receives on due date and retains
(free from any liability in respect of any such deduction,
withholding or Taxes) a net sum equal to what would have been
received and retained had no such deduction, withholding or
payment been required or made.
That rights of the Sub-lessor under this clause shall be in addition
and without prejudice to any other rights or powers of the Sub-lessor
under any applicable order or directive of the Authorities or any
relevant law or regulation, to recover from the Sub-lessee the amount
of such Taxes which may be or is to be paid or borne by the
Sub-lessor.
The Sub-lessee shall indemnify and hold harmless the Sub-lessor from
any losses, damages, claims, demands, proceedings, actions, costs,
expenses, interests and penalties suffered or incurred by the
Sub-lessor arising from any claim, demand, proceeding or action that
may be made or instituted by the Authorities in respect of such Taxes
and resulting from any failure or delay on the part of the Sub-lessee
in the payment and discharge of any such Taxes.
(e) Without prejudice to any of the foregoing provisions, the Sub-lessee
shall pay and reimburse the Sub-lessor for all goods and services tax
which may from time to time be imposed or charged before, on or after
the commencement of this Sub-lessor in respect of any supply which
may be determined by The Comptroller of Goods and Services Tax under
or in connection with the occupation and lease of the Demised
Premises and the Sub-lessee shall indemnify and hold harmless the
Sub-lessor from any losses, damages, claims, demands, proceedings,
actions, costs, expenses, interests and penalties suffered or
incurred by the Sub-lessor in respect of any such goods and services
tax.
(f) To pay all rates charges and the like (including taxes) for services PUB and Other
supplied and metered separately to the Demised Premises and charged Charges
by the Public Utilities Board or other authority(ies) or undertaking
and in the event of such services not being supplied and metered
separately to the Demised Premises to pay to the Sub-lessor a
proportionate part of the cost thereof, such cost to be calculated by
the Sub-lessor and notified to the Sub-lessee is writing and such
notification shall be accepted by the Sub-lessee as final and
conclusive as to the amount thereof and in the event of the Public
Utilities Board or other authority(ies) or undertaking responsible
for the supply of services supplied and used in the Industrial Park
increasing the charges therefor the Sub-lessee shall pay to the
Sub-lessor a proportionate part of such increased costs as calculated
by the Sub-lessor and notified to the Sub-lessee in writing which
notification shall be accepted by the Sub-lessee as final and
conclusive as to the amount thereof. Subject to the approval
of HDB, the Sub-lessor may cause to be installed in the Industrial
Park at the expense of the Sub-lessee separate meters to measure the
consumption of the said services by the Sub-lessee. Provided Always
that nothing herein shall render it obligatory on the part of the
Sub-lessor to supply or cause to be supplied such services to the
Demised Premises, unless expressly agreed to by the Sub-lessor.
(g) Subject to all approvals being obtained by the Sub-lessee from the Electrical and Other
HDB and the relevant authorities, to install at the Sub-lessee's own Appliances
cost and expense all electrical or other appliances including
telephones and teleprinters (as the Sub-lessee may require) in such a
manner that the wires shall not run across the floor or ceiling or
along the walls of the Demised Premises so as to be visible in the
Demised Premises but shall he concealed in metal conduits and if
running along the floor shall be concealed in the ducts in the
underfloor trunking.
(h) Without prejudice to Clause 2(a) hereof to give notice forthwith to Notice of Damage
the Sub-lessor of any damage that may occur to the Demised Premises
and of any accident to or defect in the water pipes, gas pipes,
electrical wiring air-conditioning ducts or any other fittings and/or
fixtures therein.
(i) Subject to the prior written consent of the Sub-lessor and to all Internal Fittings and
approvals being obtained by the Sub-lessee from the relevant Works
authorities to carry out within the Demised Premises at the
Sub-lessee's own cost and expenses all fittings and works which are
not provided by the Sub-lessor including all or any of the following
as may be necessary:
(i) partitioning within the Demised Premises;
(ii) installation of all necessary air-conditioning distribution
ducts connecting the same to the main air-conditioning ducts of
the Industrial Park;
(iii) installation of all necessary electrical wiring conduits
fittings and fixtures;
(iv) provision of interior plaster or other materials or rendering on
walls floors and ceiling, and
(v) where water or gas is to be supplied to the Demised Premises,
installation water and other pipes apparatus fittings fixtures
and all necessary plumbing.
All debris and waste materials of whatever nature resulting from the
aforesaid works shall be disposed by the Sub-lessee in a manner
prescribed by the Sub-lessor failing which the Sub-lessor reserves
the right (without being under any obligation to do so) to dispose of
the same and all costs and expenses incurred by the Sub-lessor in
this respect shall be paid by the Sub-lessor to the Sub-lessor within
seven (7) days of the Sub-lessor notifying the Sub-lessee of the
amount thereof.
(j) To use for carrying out the works referred to in Clause 2(i) above Installations and
materials of such standards as to type quality and size as the Partitions
Sub-lessor shall determine and cause such partitions installations
and other works to be carried out in the Demised Premises in
accordance with plans and specifications that shall have received the
prior written approval of the Sub-lessor and the relevant
authorities. Such works shall only be effected by a contractor
approved by the Sub-lessor and in accordance with approved plans and
specifications under the supervision of an architect or engineer
approved by the Sub-lessor and the completion thereof shall be
subject to approval by the Sub-lessor and the Sub-lessee shall not
make any additions, alterations or renovations to the said works
except with the prior approval in writing of the Sub-lessor.
(k) Not to make or permit to be made any works alterations in or Alterations and
additions to the Demised Premises or any part thereof or the fixtures Additions
and fittings therein without having first obtained the written
consent of the Sub-lessor and the relevant authorities and in the
event of such consent being given to carry out at the Sub-lessee's
own cost and expense such alterations or additions with such
materials and in such manner and at such time(s) as shall be
designated by the Sub-lessor.
(l) The fees of any architect engineer or other consultant employed by Fees of Architects
the Sub-lessor for the purpose of considering and approving any plans Engineers etc.
specifications materials and all works carried out by the Sub-lessee
and all other costs, charges and expenses incurred by the Sub-lessor
in connection therewith shall be a debt due from the Sub-lessee to
the Sub-lessor and shall be paid by the Sub-lessee to the Sub-lessor
within seven (7) days of the Sub-lessor notifying the Sub-lessee of
the amount thereof. No delay in carrying out and completing all or
any of the said works (including installations of telephones and
teleprinters) in at or about the Demised Premises, whether caused by
any governmental and/or statutory authorities or otherwise, shall be
a ground for postponing the commencement of the term hereby created
or relieve in any way the Sub-lessee from the performance and
observance of the covenants conditions and stipulations herein
contained and on his part to be performed and observed.
(m) Not to use or permit to be used the Demised Premises other than for Permitted Use of
the purpose of the testing of semiconductors. Demised Premises
The Sub-lessee shall ensure that at all times at least sixty per cent
(60%) of the area of the Demised Premises shall be used for pure
industrial purposes approved by the Landlord, the HDB and the
relevant authorities and, of the remaining forty per cent (40%) of
the area of the Demised Premises which may be used as ancillary
storage area, office and for communal facilities, not more than
twenty-five per cent (25%) of the area of the Demised Premises shall
be used as ancillary office, as may be required for any repairs,
rectifications, alterations or improvements to the Demised Premises
or any part or parts of the Industrial Park, and forthwith to repair
amend and make good in proper and workmanlike manner any defects for
which the Sub-lessee is liable and of which a written notice shall be
given to the Sub-lessor or left on the Demised Premises and to pay
the Sub-lessor's cost of survey or otherwise in respect of the
preparation of any such notice and if the Sub-lessee shall not within
such period of time as required by the Sub-lessor proceed diligently
with the execution of such repairs, rectifications or works then the
Sub-lessor may enter upon the Demised Premises and execute such
repairs rectifications or works and the cost thereof shall be a debt
due from the Sub-lessee to the Sub-lessor and shall be paid by the
Sub-lessee to the Sub-lessor within seven (7) days of the Sub-lessor
notifying the Sub-lessee of the amount thereof. The Sub-lessee shall
also permit and/or allow the Sub-lessor their employees servant
agents and/or such other person as may be authorised by the
Sub-lessor from time to time to enter and remain upon the Premises or
any part thereof as may be required by the Sub-lessor for the
purposes of the Sub- lessor's works of whatsoever nature to the
Premises. The costs of such works shall be borne by the Sub-lessor
and neither the Sub-lessor nor the Sub-lessee shall have any claims
(whether for direct indirect and/or consequential losses) in
connection with the said works unless such works are necessitated by
a breach act omission and/or default by the Sub-lessee or if the
Sub-lessee is liable for the same.
(n) At all times to keep the interior of the Demised Premises the Tenantable Repair
flooring and interior plaster and other surface materials or
rendering on walls and ceilings and fixtures thereon and therein
including doors, windows, glass, locks, fastening, electric wires and
installations and fittings for light and power in a clean and good
state of tenantable repair and decorative order and condition (fair
wear and tear excepted)
and to replace or repair any part of the Demised Premises and the
fixtures and fittings therein which shall be broken or damaged and
further if any damage is caused to the Sub-lessor or to any person
whomsoever directly or indirectly through the said damaged condition
of any part of the interior of the Demised Premises the flooring and
interior plaster and other surface materials or rendering on walls
and ceilings and fixtures thereon and therein including doors,
windows, glass, locks, fastenings, electric wires and installation
and fittings for light and power the Sub- lessee shall be wholly
responsible therefor and shall fully indemnify the Sub-lessor against
all claims demands actions and legal proceedings whatsoever.
(o) To keep the Demised Premises and every part thereof clean and in the Cleaning of Demised
fullest possible hygienic condition and to keep all pipes, drains, Premises
basins, sinks and water closets if any in the Demised Premises clean
and unblocked. Any cleaners employed by the Sub-lessee for the
purposes hereof shall be at the sole expense and responsibility of
the Sub-lessee and shall be subject to the prior written approval of
the Sub-lessor. In addition all debris and waste materials of
whatever nature shall be disposed of by the Sub-lessee, daily, in a
manner prescribed by the Sub-lessor failing which the Sub-lessor
reserves the right (without being under any obligation to do so) to
dispose of the same and all costs and expenses incurred by the
Sub-lessor in this respect shall be paid by the Sub-lessee to the
Sub-lessor within seven (7) days of the Sub-lessor notifying the
Sub-lessee of the amount thereof.
(p) (i) Not to affix, erect, attach, paint or exhibit or permit or Signs, Unsightly
suffer so to be upon any part of the exterior of the Demised Objects
Premises any placard poster notice advertisement name or sign or
television or wireless mast or aerial whatsoever save and except
such as shall have been previously approved in writing by the
Sub-lessor.
(ii) To keep the windows of the Demised Premises closed at all times
so as to Maintain an efficient air-conditioning system and not
to erect or install thereon or on any glass panel any sign,
device, furnishing ornament or object which is visible from
outside the Demised Premises and which, in the opinion of the
Sub-lessor, is incongruous or unsightly or may detract from the
general appearance of the building.
(q) Not to use or permit the Demised Premises to be used for any unlawful Noise/Nuisance
or immoral purpose and not to do or permit to be done any act or
thing which in the opinion of the Sub-lessor may become a nuisance
disturbance or cause or likely to cause damage to the Sub-lessor or
its Sub-lessees or other persons occupying or using the Industrial
park or any part thereof.
(r) Not to obstruct litter or make untidy any parts of the Industrial Obstruction and
Park. Littering
(s) Not to block up, darken or obstruct any of the widows or light Obstruction of Light
belonging to the Demised Premises or to any part of the Industrial
Park.
(t) Not to place or take into the passenger lifts any baggage, furniture Use of Lifts
panels, sacks, bags, heavy articles or other goods or merchandise
without the prior approval of the Sub-lessor save only such light
articles as briefcases, attache cases and handbags.
(u) To use the service lift(s) provided for the Industrial Park in a Compliance with
manner prescribed by the Sub-lessor. Statutes Bye-Laws
etc.
(v) At all times during the term hereby create to comply with promptly
and at the Sub-lessee's expense all such requirements as may be
imposed on the occupier of the Demised Premises by any statute now or
hereafter in force and any by-laws, orders,
rules, regulations, requirements and notices thereunder and to
indemnify and keep the Sub-lessor fully indemnified against all
costs, claims, liabilities, fines or other expenses whatsoever which
may fall upon the Sub-lessor by reason of any non-compliance thereof.
In addition and without prejudice to the foregoing if the Sub-lessee
is a sole proprietorship or partnership the Sub-lessee shall submit
to the Sub-lessor evidence of his/their registration with the
Registrar of Business Names or any subsequent renewal thereof.
(w) Not to bring or allow to be brought on to the Demised Premises or any Machinery
part of the Industrial Park used in common with the Sub-lessor and
other Sub-lessees any machines or machinery save and except
typewriters and such equipment as are required for the business of
the Sub-lessee subject to the other provisions herein contained.
(x) Subject to clause 4(j) hereof not to load or permit or suffer to be Excess Load
loaded on any part of the floors of the Demised Premises to a weight
greater than as specified in the Third Schedule hereto except
otherwise approved in writing by the Sub-lessor and shall when
required by the Sub-lessor distribute any load on any part of the
floor of the Demised Premises in accordance with the directions and
requirements of the Sub-lessor and in the interpretation and
application of the provisions of this Clause the decision of the
surveyor architect or engineer of the Sub-lessor shall be final and
binding on the Sub-lessee.
(y) Not without the prior written consent of the Sub-lessor to permit any Food and Drink
vendors of food or drink or the servants or agents of such vendors to
bring on to the Demised Premises or any past thereof or on to the
Industrial Park or any part thereof food or drink for the consumption
by the occupiers of the Demised Premises save and except contractors
who have been given the right by the Sub-lessor to provide food and
drink service for the occupiers of the Industrial Park.
(aa) Not to store in or bring upon any part of the Demised Premises or the Prohibited Uses
Industrial Park any arms ammunition or unlawful goods or any
explosive, toxic or combustible substance or any substance of a
dangerous nature or to use the Demised Premises or any part thereof
for the storage or cooking of food or to permit or suffer anyone to
sleep or reside therein or to permit any auction sale to take place
therein or thereat.
(ab) Not to do or permit or suffer to be done anything whereby the policy Avoidance of
or policies of insurance against damage or loss by fire or other Insurance Policy and
risks on the Industrial Park or any part thereof may be rendered void Additional Premium
or voidable or whereby the rate of premium thereon may be increased
and to make good all damage suffered by the Sub-lessor and to repay
to the Sub-lessor all sums paid by way of increased premium and all
expenses incurred by the Sub-lessor in or about the renewal of such
policy or policies rendered necessary by the breach or non-observance
of this covenant without prejudice to any other rights of the
Sub-lessor.
(ac) Not to assign sublet license or in any way dispose of or part with Subletting and
possession of the Demised Premises or any part thereof or either by Assignment
way of sub-letting sharing or other means whereby any company person
or persons not a party to this Sub-lease obtains the use or
possession of the Demised Premises or any part thereof irrespective
of whether or not any rental or other consideration is given for such
use or possession and in the event of such transfer or sharing this
Sub-lease shall at the option of the Sub-lessor forthwith be
determined and the Sub-lessee shall forthwith surrender the Demised
Premises to the Sub-lessor with vacant possession.
For the purposes hereof any amalgamation and/or reconstruction effected by
the Sub-lessee (if a company) shall be deemed an assignment of this
Sub-lease.
(ad) That the Sub-lessee shall indemnify and keep indemnified the Indemnity
Sub-lessor in full from and against:
(i) all claims demands actions suits proceedings orders damages
costs losses and expenses of any nature whatsoever which the
Sub-lessor may suffer or incur in connection with loss of life,
personal injury and/or damage to property arising from or out or
any occurrences in, upon or at the Demised Premises or the use
of the Demised Premises or any part thereof by the Sub-lessee;
(ii) all loss and damage to the Demised Premises the Industrial Park
and to all property therein caused directly or indirectly by the
Sub-lessee and in particular but without limiting the generality
of the foregoing caused directly or indirectly by the use or
misuse, waste or abuse of water gas or electricity or faulty
fittings or fixtures of the Sub-lessee.
(ae) To observe and perform and to cause all his employees independent Rules and
contractors agents invitees and licensees to observe and perform all Regulations
the rules and regulations made by the Sub-lessor under Clause 4(1)
hereof for the proper management of the Industrial Park and notified
in writing by the Sub-lessor to the Sub-lessee from time to time.
Provided Always that the Sub-lessor shall not be liable to the
Sub-lessee in any way for violation of the rules and regulations by
any persons including other Sub-lessees of the Industrial Park or the
employees independent contractors agents visitors invitees or
licensees thereof.
(af) Subject to Clause 2(ai) hereof, not to remove at or prior to the Prohibition Against
expiration or sooner determination of the term hereby created unless Removal
required by the Sub-lessor any electrical wiring installation or
futures air-conditioning ducts conduits water and other pipes
ceilings partitions and flooring installed or fixed by the Sub-lessee
in at or about the Demised Premises.
(ag) Immediately upon the expiration or sooner determination of the term Yielding up of
hereby created to yield up to the Sub-lessor the Demised Premises Premises
with the fixtures and fittings thereto (including such Sub-lessee's
fixtures as are required by the Sub-lessor pursuant to the foregoing)
in good clean tidy and tenantable repair and condition (fair wear and
tear excepted).
(ah) In addition to the forgoing and immediately prior to the expiration Restoration
or sooner determination of the term hereby created and as instructed
by the Sub-lessor to restore the Demised Premises to its original
state and condition to the satisfaction of the Sub-lessor and if the
Sub-lessee shall fail to restore the Demised Premises as aforesaid
the Sub-lessor may restore the same and recover from the Sub-lessee
the costs of such restoration together with all rent and other
amounts which the Sub-lessor would have been entitled to receive
front the Sub-lessee had the period within which such restoration is
effected by the Sub-lessor been added to the term hereby created
provided that such period to be added by the Sub-lessor shall not
exceed fifteen (15) days.
(ai) In complying with Clause 2(ah) hereof and if so required by the Removal of Internal
Sub-lessor, the Sub-lessee shall remove all such internal partitions Fittings and Works
and/or fixtures and installations of the Sub-lessee or any part
thereof as are not required by the Sub-lessor pursuant to Clause
2(af) hereof from all portions of the Demised Premises vacated by the
Sub-lessee immediately upon or prior to the expiration or sooner
determination of the term hereby created and in default thereof the
Sub-lessor may remove and
dispose of the same. All damage done to the Demised Premises by such
removal shall be made good by the Sub-lessee immediately upon or
prior to the expiration or sooner determination of the term hereby
created and if the Sub-lessee fails to do so the Sub-lessor may make
good all such damage. All costs incurred by the Sub-lessor in such
removal or disposal or in making good such damage shall be a debt due
from the Sub-lessee to the Sub-lessor and shall be paid by the
Sub-lessee to the Sub-lessor within seen (7) days of the Sub-lessor
notifying the Sub-lessee of the amount hereof.
(aj) Not to use the Demised Premises for tin-smelting or the production of Tin Smelting
tin by other processes including electrolysis.
(ak) Not to utilise the Demised Premises before obtaining clearance on the Approval from
use of the Demised Premises from the Pollution Control Department, Pollution Control
Department
(al) Not to utilise the Demised Premises before submitting details of Approval from
trade affluent discharge to the Sewerage Department for Sewerage
consideration. Department
(am) Without prejudice to the generality to Clause 2(w) above, not to use, Contravention of
permit or suffer the Demised Premises to be kept or used as a place Immigration Act
or premises in which any person is employed in contravention of
Section 57 (1)(e) of the Immigration Act (Chapter 133), section 5 of
the Employment of Foreign Workers Act (Chapter 91A) and any other
laws, statutory modification or re-enactment thereof for the time
being in force and to indemnify the Sub-lessor against all costs,
claims, liabilities, fines or expenses whatsoever which may fall upon
the Sub-lessor by reason of any non-compliance thereof.
(an) [One line missing from the original document]..... obtaining any Name of Building
consent from the Sub-lessee, to change the name or number by which
the Building is known.
3. The Sub-lessor hereby covenants with the Sub-lessee as follows: Sub-Lessor's
Covenants
(a) To pay all rates taxes and assessments imposed upon or in respect of Payment of Rates,
the Industrial Park or any part thereof save and except those which Taxes etc.
the Sub-lessee has covenanted to pay.
(b) That the Sub-lessee duly paying the rent hereby reserved and Quiet Enjoyment
observing and performing the several covenants and obligations
hereinbefore contained shall peaceably hold and enjoy the Demised
Premises during the term hereby created without any disturbance by
the Sub-lessor or any person lawfully claiming under or in trust for
the Sub-lessor unless otherwise provided herein.
(c) So far as practicable but subject always to Clause 4 hereof to provide: Air-Conditioning
Electricity and Water
(i) Air-conditioning services;
(ii) Electricity for the lighting of the passages corridors toilets
and other parts of the Industrial Park used by the Sub-lessee in
common with others;
(iii) Water for the common toilets (except those within the Demised
Premises) in the Industrial Park.
(d) To keep the roof main drains and pipes all external walls and all Common Areas
common areas of the Industrial Park including the entrances corridors
passages stairways landings car-park lifts common toilets clean and
in good repair including repainting and
redecorating of the same or any part thereof at such times and in
such manner as the Sub-lessor in its absolute discretion may consider
necessary. Provided Always that the Sub-lessor shall not be liable
for any loss or injury sustained by the Sub-lessee through the
neglect default negligence or misconduct of the Sub-lessor's cleaning
contractors agents servants and/or licensees.
(e) To keep the lifts staircases landings and such common pacts as Lighting and
aforesaid well and sufficiently cleaned and lighted and to keep the Watchmen
lifts in proper working order and to employ a watchman or watchmen
for the protection at night of the Industrial Park (but not so as to
render the Sub-lessor liable for any loss sustained by the Sub-lessee
through the neglect default negligence or misconduct of such watchman
or watchmen).
(f) At all times throughout the term hereby created to insure and keep Insurance
insured the Industrial Park (excluding the Sub-lessee's fittings and
fixtures) against loss or damage by fire.
4. PROVIDED ALWAYS and it is hereby agreed and declared as follows:
(a) If the rent hereby reserved or any part thereof shall at any time be Re-entry of
unpaid for fourteen (14) days after becoming payable (whether any Sub-lessor
formal or legal demand therefore shall have been made or not) or if
any covenant on the Sub-lessor's part herein contained shall not be
performed or observed or if the Sub-lessee being a company shall be
struck off the Register of Companies or shall go into liquidation
whether voluntary (except for the purpose of amalgamation or
reconstruction) or compulsorily or a receiver shall be appointed of
its undertaking, property or assets or any part thereof, or being a
sole proprietorship or partnership shall fail to renew its
Certificate of Registration, or being an individual shall have a
receiving order or an adjudicating order made against him or if the
Sub-lessee shall make any assignment for the benefit of his creditors
or enter into an agreement or make any arrangement with his creditors
for liquidation of his debts by composition or otherwise or suffer
any distress or execution to be levied on his goods property or
assets then and in any one of the said eases it shall be lawful for
the Sub-lessor at any time thereafter to re-enter upon the Demised
Premises or any part thereof in the name of the whole and thereupon
the term hereby created shall forthwith and absolutely cease and
determine but without prejudice at any time to any right of action of
the Sub-lessor in respect of unpaid rent or any antecedent breach of
the Sub-lessee's covenants herein contained.
(b) In addition and without prejudice to any other right power or remedy Interest on Arrears
of the Sublessor if the rent hereby reserved or any other moneys
payable by the Sub-lessee to the Sub-lessor hereunder or any part
thereof shall at any time remain unpaid for fourteen (14) days after
the same shall have become due (whether any formal or legal demand
therefor shall have been made or not) then the Sub-lessee shall pay
to the Sub-lessor interest thereon calculated from the date on which
such moneys fall due for payment to the date on which such moneys are
paid to or recovered in full by the Sub-lessor as the case may be.
The Sub-lessor shall be entitled to recover such interest from the
Sub-lessor as if such interest were rent in arrears. Such interest
shall be calculated from day to day:
(i) at the rate of twelve per centum (12%) per annum, or
(ii) at the rate per annum of three per centum (3%) over and above
the prime interest rate for the time being prescribed by The
Development Bank of Singapore Limited.
whichever is the greater.
(c) In the event of the Demised Premises or any part thereof or the Untenantibility
Industrial Park or any part thereof at any time during the term
hereby created being so damaged or destroyed by fire, act of God or
other cause beyond the control of the Sub-lessor as to render the
Demised Premises unfit for use or access thereto impossible for a
period of more than one (1) month (except where such damage or
destruction has been caused by the default or negligence of the
Sub-lessee or his servants or agents) the rent hereby covenanted to
be paid or a fair proportion thereof according to the nature and
extent of the damage, sustained shall be suspended until the Demised
Premises shall again be rendered fit for occupation and use or until
access thereto may be obtained as the case may be, and any dispute
concerning this Clause shall be refereed to arbitration in accordance
with the Arbitration Act (Cap 10).
If the unfitness of the Demised Premises or the inaccessibility Holding Over
thereto as aforesaid shall continue for a period of more than three
(3) months either the Sub-lessor or the Sub-lessee shall be at
liberty by notice in writing to determine the term hereby created and
upon such notice being given the term hereby granted shall absolutely
cease and determine but without prejudice to any right of action of
the Sub-lessor or the Sub-lessee in respect of any antecedent breach
of this Sub-lease by the Sub-lessee or the Sub-lessor as the case may
be.
(d) Notwithstanding anything herein contained the Sub-Lessor shall be Sub-lessor Not Liable
under no liability either to the Sub-lessee or to others who may be
permitted to enter or use the Industrial Park or any part thereof
against all injuries sustained or for loss of or damage to property
goods or chattels in the Industrial Park or in any part thereof
whether arising from the negligence of the Sub-lessor or that of any
servant or agent of the Sub-lessor or otherwise.
(e) Notwithstanding anything herein contained the Sub-lessor still not be No Claim by Sub-
liable to the Sub-lessee nor shall the Sub-lesser have any claim lessee
against the Sub-Lessor in respect of or in connection with:
(f) (i) any interruption in any of the services herein mentioned by
reason of necessary repair or maintenance of any installations
or apparatus or damage thereto or destruction thereof by fire,
water, riot, act of God or other cause beyond the Sub-lessor's
control or by reason of mechanical or other defect or breakdown
or other inclement conditions or unavoidable shortage of
manpower, fuel, materials, electricity or water or labour
disputes. In addition, the Sub-lessor shall not be liable to the
Sub-lessee nor shall the Sub-lessee have any claim against the
Sub-lessor in respect of or in connection with any damage,
injury or loss arising out of leakage of the piping wiring and
sprinkler system in the Demised Premises or the Industrial Park
and/or out of any defect in the structure of the Demised
Premises or the Industrial Park;
(ii) any interruption, disruption, disturbance, loss (whether direct,
indirect and/or consequential) damage, cost, expense and/or
charges arising from and/or in connection with any and all works
by the Sub-lessor in respect of improving repairing and/or
remedying the Premises; and/or
(iii) any act omission default misconduct or negligence of any
porter, attendant or other servant or employee of the Sub-lessor
in or about the performance or purported performance of any duty
relating to the provision of the said services or any of them;
(g) Subject to the approval of HDB, the Sub-lessor shall at the written Option to renew
request of the Sub-lessee made not less than six (6) months before
the expiration of the term hereby created and if there shall not at
the time of such request be any existing breach or non-observance of
any of the covenants on the part of the Sub-lessee herein contained
and at the Sub-lessee's expense grant to the Sub-lessee a further
term of the Demised Premises the Sub-lessee for which must be signed
by the Sub-lessee at a date not less than one (1) month before the
expiration of the term hereby created. The renewed term shall be for
a period of three (3) years commencing from the date immediately
following the expiration of the term hereby created at a revised rent
and upon revised terms and conditions as shall be imposed by the
Sub-lessor. Provided Always that within two (2) weeks of the receipt
of the Sub-lessor's notification of the revised rent, terms and
conditions, the Sub-lessee shall in writing inform the Sub-Lessor
whether the revised rent, terms and conditions are acceptable or
otherwise. In the event that the revised rent, terms and conditions
are not acceptable to the Sub-lessee and/or if the Sub-lessee shall
fail to sign the Sub-lease for the renewed term by the date
stipulated above then this option shall lapse and the Sub-lessor
shall be free of all obligations whatsoever to grant to the
Sub-lessee any further term.
(h) The Sub-lessor shall be entitled to close the outer doors of the Outer Doors of
Industrial Park and keep the same closed and locked after the hour of Building
12 midnight and before the hour of 6 a.m., on Mondays to Saturdays
except on Sundays and gazetted Public Holidays when the Sub-lessor
may keep the outer doors closed all day. The Sub-lessee will not
without obtaining special permission from the Sub-lessee enter the
Demised Premises on Sundays or gazetted Public Holidays or before 6
a.m. or after 12 midnight on Mondays to Saturdays.
(i) All loading and unloading carried out by the Sub-lessee shall only be Loading and
effected at such location(s) and at such times as the Sub-lessor may Unloading
from time to time prescribe.
(j) The Sub-lessor shall in all cases retain and have the power to Weights and Stresses
prescribe the weight and proper position of all iron or steel safes
and other heavy equipment, articles or goods whatsoever and any or
all damage caused to the Industrial Park or any part thereof or to
the common areas by the Sub-lessee or anyone on his behalf by taking
in or putting out a safe, furniture, goods or other articles or
during the time such are in the Industrial Park shall be made good by
the Sub-lessee or by the Sub-lessor at the sole expense of the
Sub-lessee. The Sub-lessee shall pay to the Sub-lessor the amount of
such damage made good by the Sub-lessor within seven (7) days of the
Sub-lessor notifying the Sub-lessee of the amount thereof.
(k) No consent or waiver expressed or implied by the Sub-lessor to or of Waiver of Defaults
any breach of any covenant, condition or duty of the Sub-lessee shall
be construed as a consent or waiver to or of any other breach of the
same or any other covenant condition or duty and shall not prejudice
in any way the rights, powers and remedies of the Sub-lessor herein
contained. Any acceptance of rent hereby reserved by the Sub-lessor
shall not be deemed to operate as a waiver by the Sub-lessor of any
right to proceed against the Sub-lessee is respect of a breach by the
Sub-lessee of any of his obligations hereunder.
(l) The Sub-lessor shall have the right at any time and from time to time Sub-lessor's Right to
to make add to amend cancel or suspend any rules and regulations in Make Rules and
respect of the Industrial Park as in the judgement of the Sub-lessor Regulations
may from time to time be required for the management safety care or
cleanliness of the Industrial Park or for the preservation of good
order therein or for the convenience of Sub-lessee and all such rules
and regulations shall bind the Sub-lessee upon and from the date on
which notice in
writing thereof is given to him by the Sub-lessor. If there shall be
any inconsistency between the provisions of this Sub-lease and the
provisions of such rules and regulations then the provisions of this
Sub-lease shall prevail.
(m) Any notice or other documents or writing required to be served Service of Notice
delivered or given hereunder shall be sufficiently served if left
addressed to the Sub-lessee on the Demised Premises or sent to the
Sub-lessee by registered post addressed to the Sub-lessee's
registered office in Singapore or left at his last known address in
Singapore and any notice document or writing to the Sub-lessor shall
be sufficiently served if sent by registered post to the Sub-lessor's
registered office in Singapore.
(n) The covenants, provisions, terms and agreements herein cover and Entire Agreement
comprise the whole of the agreement between the parties hereto or
their appointed agents and the parties hereto expressly agree and
declare that no further or other covenants, agreements, provisions or
terms whether in respect of the Demised Premises or otherwise shall
be deemed to be implied herein or to arise between the parties hereto
by way of collateral or other agreement by reason of any promise,
representation, warranty or undertaking given or made by either party
hereto to the other on or prior to the execution hereof and the
existence of any such implication or collateral or other agreement is
hereby negatived save for any terms or modifications thereof or
supplement thereto which may be expressly agreed in writing between
the parties on or after the date of this Sub-lease.
(o) In the event that pursuant to HDB's condition for its consent to this HBD's Notice of
Sub-lease of the Demised Premises to the Sub-lessee, HDB gives 3 Termination
months' notice in writing requiring this Sub-Lease and the term
hereby created to be terminated, the term hereby created shall upon
the expiry of HDB's notice absolute cease and determine, without
prejudice to any rights of action of the Sub-lessor in respect of
unpaid rent or any antecedent breach of the Sub-lessee's covenants
herein contained, but without the Sub-lessor being liable for any
inconvenience, loss, damages, compensation, costs or expenses
whatsoever in respect of such termination.
(p) (a) In the event of the Sub-lessee failing to sign the new Agreement Notice of Vacancy
as aforesaid the Sub-lessor shall be entitled to exhibit outside
the Demised Premises or on the doors thereof a notice stating
that the Demised Premises are to be vacant and for letting and
the Sub-lessee shall permit all prospective sub-lessees of the
Demised Premises accompanied by a representative of the
Sub-lessor free ingress to and egress from the Demised Premises
for the purpose of viewing the Demises Premises.
(b) In the interpretation of this Sublease except to the extent that Interpretation
such interpretation shall be excluded by or be repugnant to the
context when used herein:
(i) "the Sub-lessor" shall include its successors in title
assigns, employees, agents, representatives, person or
company for the time being entitled to the reversion
immediately expectant on the term hereby created and where
the context so admits the Sub-lessor's employees, agents
and representatives.
(ii) "person" shall be deemed to include a corporation.
(iii) "restoration" used in the context hereof shall mean the
restoration of the Demised Premises to its original state
and condition including:
(a) the making good of any damage or disfigurement caused
to walls, doors, windows or any part of the Demised
Premises;
(b) the washing down of the whole of the interior of the
Demised Premises;
(c) the painting with two coats of oil paint or emulsion
paint or other appropriate treatment of all of the
internal parts of the Demised Premises previously so
treated respectively;
(d) the re-polishing of all the internal parts previously
polished;
(e) the graining and varnishing of all the internal parts
previously grained and varnished;
(f) the replacing of all floor tiles which in the opinion
of the Sub-lessor are worn or damaged and in need of
replacement;
(g) the removal and clearance of all waste rubbish and
other unwanted material from the Demised Premises;
(h) the surrender of all keys giving access to all parts
of the Demised Premises held by the Sub-lessee or any
of the Sub-lessee's employees or agents irrespective
of whether or not the same have been supplied by the
Sub-lessor.
(iv) "the Sub-lessee" shall include if the Sub-lessee is an
individual, his personal representative and permitted
assigns, or if the Sub-lessee is a company, its permitted
assigns and successors in title and in either case where
the context so admits the Sub-lessee's employees agents
licensees invitees, visitors independent contractors and
servants.
(v) "HDB" shall mean the Housing and Development Board.
(vi) words importing the singular or plural number shall be
deemed to include the plural or singular number
respectively and words importing the masculine gender only
shall include the feminine or neuter gender as the case may
require, and
(vii) where two or more persons are included in the term "the
Sub-lessee" all covenants, agreements, terms, conditions
and restrictions shall be binding on them jointly and each
of them severally and shall also be binding on their
personal representatives and permitted assigns respectively
jointly and severally.
IN WITNESS WHEREOF the parties hereto have executed this Sub-lease the day
and year first above written.
THE FIRST SCHEDULE ABOVE REFERRED TO
ALL THAT premises estimated to contain an area of approximately 1,305.0
share meters on the building known as 750D Chai Chee Road #07-03 to 05 Chai
Chee Industrial Park Singapore 469001 erected on the land marked on the
Government Resurvey Map as Mukim 27 Lot 6218 comprised in the District of Bedok
Singapore as outlined in red on the plan annexed hereto.
THE SECOND SCHEDULE ABOVE REFERRED TO
The rent of the Demised Premises shall be as follows: Dollars $24.75 per
square metre per month.
THE THIRD SCHEDULE ABOVE REFERRED TO
Allowable live load
Storey (KN/m2)
- ------ -------------------
7th 7.5KN
SIGNED SEALED AND DELIVERED by the )
Sub-lessor or its Attorney CHIN CHEE LEOK )
acting under the Power of Attorney )
dated the 15(th) day of January 1997 )
(a copy of which was deposited in the Registry, )
Supreme Court, Singapore on the 24(th) day of )
January 1997 registered as No. 599 of 1997 )
in the presence of: )
SIGNED by )
)
)
(the Sub-lessee) MR. LEE KWAI MUN )
in the presence of MS. MAY LEE )
OR
THE COMMON SEAL of )
ISE LABS, SINGAPORE PTE LTD )
(the Sub-lessee) )
was hereunto affixed in the presence of: )
- Director
- Director/Secretary
OR
SIGNED SEALED AND DELIVERED by the )
Sub-lessee by its Attorney )
)
acting under a Power of Attorney )
dated the day of 19 )
(a copy of which was deposited in the Registry, )
Supreme Court, Singapore on the )
day of 19 and registered as )
No. of 19 ) )
in the presence of: )