<PAGE> 1
EXHIBIT 10.5
[JURONG TOWN CORPORATION LOGO]
00040/1997
JTC(L)3729/2EA VOL 2 PT 1/SY/TMH
FIRST SUPPLEMENTARY AGREEMENT RELATING TO
PRIVATE LOT A16262 MUKIM 18 ANG MO KIO
BETWEEN
JURONG TOWN CORPORATION
AND
MICROPOLIS (S) LIMITED
(formerly known as MICROPOLIS (S) PTE LTD)
<PAGE> 2
FIRST SUPPLEMENTARY AGREEMENT
PRIVATE LOT A16262 AT YIO CHU KANG
This AGREEMENT is made the 9th day of September, 1997 BETWEEN the JURONG
TOWN CORPORATION a body corporated under the Jurong Town Corporation Act and
having its Head Office at Jurong Town Hall, Jurong Town Hall Road, Singapore
609431 (hereinafter called "THE OWNER") of the one part and MICROPOLIS (S)
LIMITED (FORMERLY KNOWN AS MICROPOLIS (S) PTE LTD) a company incorporated in
Singapore and having its registered office at
83 SCIENCE PARK DRIVE
#01-01/02
THE CURIE, SINGAPORE SCIENCE PARK
SINGAPORE 118258
(hereinafter called "the Licensee") of the other part.
WHEREAS:
(A) By a Building Agreement dated the 28TH day of FEBRUARY 1995 (hereinafter
called "THE PRINCIPAL AGREEMENT") made between the Owner of the one part and
MICROPOLIS LIMITED (hereinafter called "THE ASSIGNOR") of the other part the
Owner granted to the Original Licensee the license and authority to enter upon
all that piece of land known as PRIVATE LOT A16262 (FORMERLY KNOWN AS PRIVATE
LOT A14269) more particularly described in the Principal Agreement (hereinafter
called "THE PROPERTY") for the purpose and upon the terms and conditions set out
herein.
(B) By a letter dated the 19TH day of APRIL 1996 addressed to the solicitors
for the Assignor and copied to the Licensee, the Owner consented to the
assignment of the Assignor's rights title and benefit under the Principal
Agreement and in the Property by the Assignor to the Licensee subject to the
terms and conditions therein contained.
(C) By a Deed of Assignment dated the 29TH day of MARCH 1996 made between the
Assignor and the Licensee of the other part, the Assignor assigned unto the
Licensee all the Assignor's rights title interest and benefit under the
Principal Agreement and in the Property subject to the terms and conditions
therein contained.
/s/ [SIGNATURE]
-----------------------------------
/s/ [SIGNATURE]
-----------------------------------
<PAGE> 3
(D) This Agreement is supplemental to the Principal Agreement.
IT IS HEREBY AGREED to vary the Principal Agreement as follows:
(1) The name "MICROPOLIS LIMITED" appearing at page 1 of the First Schedule of
the Principal Agreement shall be deleted and substituted therefor by the name
"MICROPOLIS (S) LIMITED".
(2) The reddendum from the words "YIELDING AND PAYING" to "shall be final"
appearing at page 2 in the form of Lease at the First Schedule of the Principal
Agreement shall be deleted and the following substituted therefore:
"YIELDING AND PAYING therefor from the 29TH DAY OF MARCH 1996 the yearly
rent of DOLLARS ONE MILLION, EIGHTY-FOUR THOUSAND SEVEN HUNDRED AND
SIXTY-FIVE ONLY ($1,084,765/-) to be paid by equal quarterly instalments on
the 1st day of each of the months of January, April, July and October in
every year of the said term without any deduction and in advance without
demand at the office of the Lessor or at such other office as the Lessor
may designate calculated at the rate of $60.50CTS per square per annum
(hereinafter referred to as "the Initial Rent") of the demised premises
having an area of 17,930 square metres which rate shall be subject to
revision on the 1ST DAY OF JULY 1998 at the rate based on the market rent
on the date of such revision determined in the manner following but so that
the increase shall not exceed 7.6% of the Initial Rent. The yearly rent so
revised on the 1ST DAY OF JULY 1998 shall be subject to revision on the 1ST
DAY OF JULY of every year thereafter at the rate based on the market rent
on the respective dates determined in the manner following but so that the
increase shall not exceed 7.6% of the annual rent for each immediately
preceding year. The market rent in this context shall mean the rent per
square metre per annum of the demised premises excluding the buildings and
other structures erected thereon and shall be determined by the Lessor on
or about the dates mentioned and the decision of the Lessor shall be
final."
/s/ [SIGNATURE]
-----------------------------------
/s/ [SIGNATURE]
-----------------------------------
<PAGE> 4
(3) That the following sub-clauses shall be inserted immediately after
sub-clause (XLIII) of Clause 1 of the Special Covenants and Conditions in the
First Schedule of the Principal Agreement:-
"(xliv) If the Registrar of Titles issues in favour of the Lessee a
Certificate of Title for the leasehold estate comprised in the
lease hereby created, the Lessee must, within one (1) month of
receipt of the said certificate of title submit a copy of it to
the Lessor.
(xlv) If the term of lease hereby created shall at any time be
determined by expiry or otherwise, the Lessee must at its own cost
and expense immediately surrender or cause to be surrendered the
said certificate of title for the leasehold estate (and any
duplicate instrument) to the Registrar of Titles for cancellation
by the Registrar and the Lessee shall simultaneously give to the
Lessor written notice of such surrender.
(xlvi) At all times throughout the term of lease hereby created to keep
in full operation at the whole of the demised premises in
accordance with the use permited in Clause 1(xxxvi)."
SAVE as herein varied the Principal Agreement shall remain in full force
and effect in all respects.
/s/ [SIGNATURE]
-----------------------------------
/s/ [SIGNATURE]
-----------------------------------
<PAGE> 5
IN WITNESS WHEREOF the parties hereto have hereunto set their respective
hands and/or seals the day and year first above written.
SIGNED on behalf of )
)
JURONG TOWN CORPORATION )
)
By: CHUA TOON WAH ) /s/ CHUA TOON WAH
Deputy Director ) -----------------------------------
JTC East )
Customer Services Group )
)
in the presence of: )
)
/s/ SARA YIK
---------------------------------
SARA YIK
THE COMMON SEAL OF : )
)
MICROPOLIS (S) LIMITED )
)
was hereunto affixed in ) [SEAL]
)
the presence of :- )
)
SIGNATURE: /s/ JOE CHEN
----------------------------------
NAME IN FULL: DR. JOE CHEN YUK FU
DESIGNATION: PRESIDENT/DIRECTOR
SIGNATURE: /s/ LEE CHUEN LING
----------------------------------
NAME IN FULL: MS. LEE CHUEN LING
DESIGNATION: COMPANY SECRETARY
