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EXHIBIT 10.1
ST GROUP MANAGEMENT & SUPPORT SERVICES AGREEMENT
THIS AGREEMENT is made the 1st day of November 1999
BETWEEN:
(1) SINGAPORE TECHNOLOGIES PTE LTD, a company incorporated in Singapore and
having its registered office at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇ 229 469 ("STPL"); and
(2) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore and having its registered office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ 738 406 ("the Company").
WHEREAS :
(A) STPL is a majority shareholder of the Company, and the corporate
headquarters for the Singapore Technologies group of companies and
provides administrative and support services to its related companies
within and outside Singapore.
(B) STPL has invaluable experience in the fields of finance, treasury,
investment risk review, governmental relations, business development,
management information systems, human resources management and
development, legal and corporate secretarial matters and internal audit.
STPL is also able to offer the Company the benefits of a global network.
Further, the "Singapore Technologies" name, affiliation to STPL and
STPL's wide spectrum of industries provide the Company with operational
and financial leverages (such as improved credit rating, easier access
to funding and lower cost of borrowing) in its dealings with external
parties ("STPL Franchise").
(C) STPL and the Company acknowledge that the centralisation of support
staff in STPL enables them to share the cost of business services,
enhance communication and eliminate duplication of efforts.
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NOW IT IS HEREBY AGREED as follows:
1. CORPORATE SERVICES & SUPPORT
1.1 STPL shall maintain throughout the duration of this Agreement a staff of
personnel with acknowledged proficiency in their respective fields who
shall render the Services, as defined in Clause 1.2 below and according
to the headcounts allocated, to the Company. STPL shall also continue to
work on strengthening and improving its global network and reputation
for the benefit of the ST group of companies.
1.2 "Services" shall refer to services in the areas specified in the
Appendix attached.
1.3 In addition to the Services mentioned in Clause 1.1 above, the Company
may request STPL to render additional specific services relating to
specific projects, or require personnel from STPL to be seconded or
assigned to the Company or its subsidiaries for an agreed period of
time. In such events, the said additional services shall be invoiced on
a case by case basis at terms and conditions to be mutually agreed
between the parties.
2. CONSIDERATION
2.1 In consideration of the Services provided by STPL hereunder, the Company
agrees to pay ST such amount (the "Consideration") to be determined at
the beginning of each year in accordance with the Appendix. The method
and basis of determination of the Consideration shall be reviewed by the
parties every 3 years. STPL and the Company may upon mutual agreement,
delete any of the Services specified in the Appendix or add new Services
to the Appendix, in which event that Consideration shall be adjusted
accordingly by mutual agreement. Any variation shall be subject to the
written agreement of both parties.
2.2 The Company shall pay to STPL the Consideration in four equal advance
instalments upon presentation by STPL of its invoices at the beginning
of each financial quarter.
2.3 All payments by the Company to STPL shall be made in full in Singapore
Dollars within thirty (30) days of the date of invoice, without set-off
or deduction of taxes, duties, assessments or other charges of any kind
or description. The Company shall bear all goods and services tax
payable on the supply of the Services.
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3. TERM AND TERMINATION
3.1 This Agreement shall take effect from the date hereof and shall remain
valid until terminated pursuant to Clauses 3.2 and 3.3 below.
3.2 If the Company fails to effect payment of the Consideration in
accordance with Clause 2, and such default shall not be remedied within
fourteen (14) days after written notice of such default is given by STPL
to the Company, then at any time after the expiration of such period of
fourteen (14) days, STPL may give written notice to the Company of its
desire to terminate this Agreement, whereupon this Agreement shall
terminate on the date specified in such notice.
3.3 The parties agree that this Agreement shall terminate forthwith in the
event the Company ceases to be a subsidiary of STPL.
3.4 The termination of this Agreement howsoever caused shall be without
prejudice to any obligations, rights or remedy which have accrued prior
to such termination and shall not affect any provision of this Agreement
which is expressly or by implication provided to come into effect on or
continue in effect after such termination.
4. CONFIDENTIALITY
Except as authorised in writing by the respective party, each party
shall keep secret and shall not at any time, whether during or after
this Agreement, use for its own or any other person's advantage or
reveal to any person any of the trade secrets, secret or confidential
operations, processes or dealings, or any secret or confidential
information concerning the organisation, business or undertaking of the
other party or any of its subsidiaries or associated companies.
5. SEVERABILITY
If any provision in this Agreement at any time shall be deemed invalid,
illegal or unenforceable in any respect under Singapore law, such
invalidity, illegality or unenforceability shall not in any way affect
or impair any other provision of this Agreement and this Agreement shall
be construed as if such invalid or illegal or unenforceable provision
had been severed from the Agreement.
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6. GENERAL
6.1 This Agreement contains the entire agreement between the parties in
respect to the subject matter hereof and supersedes and cancels any and
all previous negotiations, offers, agreements (whether written or oral)
in respect thereto.
6.2 This Agreement or any rights and liabilities hereunder may not be
assigned or transferred by either party hereto without the prior written
consent of the other party hereto.
6.3 No failure or delay on the part of either party hereto in exercising any
power or right hereunder shall operate as a waiver thereof nor shall any
single or partial exercise of such right or power preclude any other or
further exercise of any right or power hereunder.
7. GOVERNING LAW
7.1 This Agreement shall be governed by and construed in all respects in
accordance with the laws of Singapore.
7.2 Any dispute arising out of or in connection with this Agreement,
including any question regarding its existence, validity or termination,
shall be referred to and finally resolved by arbitration in Singapore in
accordance with the Arbitration Rules of the Singapore International
Arbitration Centre ("SIAC Rules") for the time being in force, which
Rules are deemed to be incorporated by reference into this Clause.
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IN WITNESS WHEREOF the parties have caused their duly authorised representatives
to set their hands.
Signed by Gan Chee Yen )
for and on behalf of )
SINGAPORE TECHNOLOGIES PTE LTD )
in the presence of:- ) /s/ Gan Chee Yen
) ---------------------
/s/ ▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇▇▇▇▇
Signed by ▇▇▇▇▇ ▇▇▇▇▇, President & CEO )
for and on behalf of )
CHARTERED SEMICONDUCTOR )
MANUFACTURING LTD )
in the presence of:- ) /s/ ▇▇▇▇▇ ▇▇▇▇▇
) ---------------------
/s/ Chia Song Hwee
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Name: CHIA SONG HWEE
Chief Financial Officer
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APPENDIX
COMPUTATION OF CONSIDERATION
The Consideration payable to STPL shall be calculated on the following basis:
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DESCRIPTION OF SERVICES FEE BASIS AMOUNT (S$'000)
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1 Corporate Secretarial Work
Comprising corporate secretarial Co Secretary + 2 280
support for CSM, CSP and SMP equivalent headcount
cost
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2 Executive Resource Support
Comprising support provided to CSM 1 1/2 equivalent 200
Executive Resource and Compensation headcount cost
Committee ("ERCC") in the design and
implementation (including benchmarking)
of compensation structure for executives;
and together with CSM, support to CSM
ERCC in the implementation of decisions
and support for administration of
compensation of executives under CSM ERCC
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3 Internal Audit
Comprising continuing audit plans, 2 equivalent 220
monitoring statutory compliance and
headcount cost compliance with relevant
procedures and policies.
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4 Finance
Comprising treasury related activities, 1 1/2 equivalent 300
risk management, and accounting headcount
cost systems, policies, guidelines and
procedures
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5 Information Technology Based on 520
reimbursement of its
share of group wide
licences and IT
infrastructure (eg
Lotus Notes,
Hyperion).
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6 STPL Franchise
Comprising benefits derived from the Based on 0.25% of 5,750
STPL global network and affiliation to Group Sales or
STPL, and S$5mil, whichever is
lower.
Financial leverage such as bank Based on 0.5% of ST
guarantee support, provision of standby Financial Support or
credit facilities, improved credit S$5mil, whichever is
rating, easier access to funding and lower.
lower cost of borrowing.
GRAND TOTAL 7,270
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Where :
CSM means the Company.
CSP means Chartered Silicon Partners Pte Ltd, a company incorporated in
Singapore and in which CSM holds 51% of its share capital. For as long as CSM
holds at least 51% of CSP's share capital, CSP shall be deemed a subsidiary of
CSM.
SMP means Silicon Manufacturing Partners Ptd Ltd, a company incorporated in
Singapore and in which CSM holds 49% of its share capital. SMP shall not be
deemed a subsidiary of CSM.
Group Sales means the Company and its subsidiaries' worldwide actual sales. As
the Consideration is payable in advance, the Consideration for this Service
shall be determined based on the Company and its subsidiaries' worldwide planned
sales at the beginning of the year, and at the end of the year, the final
Consideration payable for such Service shall be determined based on the actual
sales. STPL shall refund to the Company any excess payment and the Company shall
make payment to STPL of any shortfall in payment within fourteen (14) days after
the determination of the final Consideration payable for such Service.
ST Financial Support means the projected annual average outstanding amount of
(a) standby credit facilities provided by STPL to the Company and (b) guarantee
facilities provided by STPL to third parties to secure loans granted by such
third parties to the Company.
For the avoidance of doubt, the headcount cost allocated in the Appendix above
shall be applicable for the first year from the date hereof and shall be
adjusted every year thereafter based on mutual agreement.
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