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NXP B.V., et al. – ‘F-4’ on 4/23/07 – EX-10.27

On:  Monday, 4/23/07, at 1:11pm ET   ·   Accession #:  1047469-7-3074   ·   File #s:  333-142287, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 4/23/07  NXP B.V.                          F-4                   74:18M                                    Merrill Corp/New/FA
          NXP Semiconductors Hong Kong Ltd
          NXP Semiconductors Philippines Inc.
          NXP Semiconductors Taiwan Ltd.
          NXP Semiconductors Netherlands B.V
          NXP Funding LLC
          NXP Semiconductors USA Inc.
          NXP Semiconductors Singapore Pte. Ltd.
          NXP Semiconductors Germany GmbH
          NXP Semiconductors UK Ltd.
          NXP Manufacturing (Thailand) Co., Ltd.

Registration Statement of a Foreign Private Issuer for Securities Issued in a Business-Combination Transaction   —   Form F-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-4         Registration Statement of a Foreign Private Issuer  HTML   2.62M 
                          for Securities Issued in a                             
                          Business-Combination Transaction                       
 2: EX-2.1      Plan of Acquisition, Reorganization, Arrangement,   HTML    368K 
                          Liquidation or Succession                              
 3: EX-2.2      Plan of Acquisition, Reorganization, Arrangement,   HTML    104K 
                          Liquidation or Succession                              
 4: EX-2.3      Plan of Acquisition, Reorganization, Arrangement,   HTML    112K 
                          Liquidation or Succession                              
 5: EX-3.1      Articles of Incorporation/Organization or By-Laws   HTML    364K 
14: EX-3.10     Articles of Incorporation/Organization or By-Laws   HTML     26K 
15: EX-3.11     Articles of Incorporation/Organization or By-Laws   HTML     65K 
16: EX-3.12     Articles of Incorporation/Organization or By-Laws   HTML     60K 
17: EX-3.13     Articles of Incorporation/Organization or By-Laws   HTML    244K 
18: EX-3.14     Articles of Incorporation/Organization or By-Laws   HTML     34K 
19: EX-3.15     Articles of Incorporation/Organization or By-Laws   HTML    359K 
20: EX-3.16     Articles of Incorporation/Organization or By-Laws   HTML     89K 
21: EX-3.17     Articles of Incorporation/Organization or By-Laws   HTML     26K 
22: EX-3.18     Articles of Incorporation/Organization or By-Laws   HTML    153K 
 6: EX-3.2      Articles of Incorporation/Organization or By-Laws   HTML    108K 
 7: EX-3.3      Articles of Incorporation/Organization or By-Laws   HTML    500K 
 8: EX-3.4      Articles of Incorporation/Organization or By-Laws   HTML     54K 
 9: EX-3.5      Articles of Incorporation/Organization or By-Laws   HTML     33K 
10: EX-3.6      Articles of Incorporation/Organization or By-Laws   HTML     47K 
11: EX-3.7      Articles of Incorporation/Organization or By-Laws   HTML     48K 
12: EX-3.8      Articles of Incorporation/Organization or By-Laws   HTML     68K 
13: EX-3.9      Articles of Incorporation/Organization or By-Laws   HTML     31K 
23: EX-4.1      Instrument Defining the Rights of Security Holders  HTML   1.25M 
24: EX-4.2      Instrument Defining the Rights of Security Holders  HTML   1.07M 
25: EX-4.3      Instrument Defining the Rights of Security Holders  HTML    495K 
26: EX-4.4      Instrument Defining the Rights of Security Holders  HTML    220K 
27: EX-5.1      Opinion re: Legality                                HTML     41K 
28: EX-5.2      Opinion re: Legality                                HTML     92K 
29: EX-5.3      Opinion re: Legality                                HTML     28K 
30: EX-5.4      Opinion re: Legality                                HTML     34K 
31: EX-5.5      Opinion re: Legality                                HTML     33K 
32: EX-5.6      Opinion re: Legality                                HTML     44K 
33: EX-5.7      Opinion re: Legality                                HTML     38K 
34: EX-5.8      Opinion re: Legality                                HTML     47K 
35: EX-5.9      Opinion re: Legality                                HTML     32K 
36: EX-10.1     Material Contract                                   HTML   1.51M 
45: EX-10.10    Material Contract                                   HTML    116K 
46: EX-10.11    Material Contract                                   HTML     69K 
47: EX-10.12    Material Contract                                   HTML     87K 
48: EX-10.13    Material Contract                                   HTML     69K 
49: EX-10.14    Material Contract                                   HTML     57K 
50: EX-10.15    Material Contract                                   HTML     86K 
51: EX-10.16    Material Contract                                   HTML    205K 
52: EX-10.17    Material Contract                                   HTML     35K 
53: EX-10.18    Material Contract                                   HTML     43K 
54: EX-10.19    Material Contract                                   HTML     69K 
37: EX-10.2     Material Contract                                   HTML    306K 
55: EX-10.20    Material Contract                                   HTML     77K 
56: EX-10.21    Material Contract                                   HTML     69K 
57: EX-10.22    Material Contract                                   HTML     48K 
58: EX-10.23    Material Contract                                   HTML     44K 
59: EX-10.24    Material Contract                                   HTML     56K 
60: EX-10.25    Material Contract                                   HTML     73K 
61: EX-10.26    Material Contract                                   HTML     58K 
62: EX-10.27    Material Contract                                   HTML     58K 
63: EX-10.28    Material Contract                                   HTML     60K 
64: EX-10.29    Material Contract                                   HTML     53K 
38: EX-10.3     Material Contract                                   HTML     65K 
65: EX-10.30    Material Contract                                   HTML     58K 
66: EX-10.31    Material Contract                                   HTML     56K 
39: EX-10.4     Material Contract                                   HTML    115K 
40: EX-10.5     Material Contract                                   HTML    124K 
41: EX-10.6     Material Contract                                   HTML    357K 
42: EX-10.7     Material Contract                                   HTML    264K 
43: EX-10.8     Material Contract                                   HTML     64K 
44: EX-10.9     Material Contract                                   HTML     84K 
67: EX-12.1     Statement re: Computation of Ratios                 HTML     41K 
68: EX-21.1     Subsidiaries of the Registrant                      HTML     54K 
69: EX-23.1     Consent of Experts or Counsel                       HTML     24K 
70: EX-23.2     Consent of Experts or Counsel                       HTML     24K 
71: EX-25.1     Statement re: Eligibility of Trustee                HTML    363K 
72: EX-25.2     Statement re: Eligibility of Trustee                HTML    356K 
73: EX-99.1     Miscellaneous Exhibit                               HTML     36K 
74: EX-99.2     Miscellaneous Exhibit                               HTML     30K 


EX-10.27   —   Material Contract


This exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




Exhibit 10.27

 

(93)Nanerjianzi No. 039

 

Manufacturing and Export Zone Administrative Department,

 

Ministry of Economy Land Lease Contract

 

Philips Electronic Building Elements Industries (Taiwan) Ltd (“Party B”) leases the public land in Nanzi Manufacturing and Export Zone from Manufacturing and Export Zone Administrative Department, Ministry of Economy (“Party A”). Party A and Party B hereby enter into the lease contract as follows:

 

1.                    Place, Rent and expenses of the Land

 

Place of the land
(Place drawing is annexed hereinafter.)

 

 

 

Right
scope
of the
lease

 

 

 

Public
facilities

 

 

 

Zone

 

Section

 

Sub-section

 

Number
of the
land

 

Leased
area
(m2)

 

 

Rent
(dollar/month)

 

construction
expense
(dollar/month)

 

Remarks

 

Nanzi District

 

Heping section

 

Second

 

711

 

8,781

 

2/16

 

12,627

 

0

 

Approved for lease the land hereunder by the letter of Jingjiachu erjianzi No. 09301033550 on November 01, 2004 with an area of 1,346 (m2)

 

 

 

 

 

Apportioned public facility land

 

248

 

1/1

 

2,852

 

0

 

 

 

 

 

 

(The following is blank)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

 

 

15,479

 

0

 

 

 

 

2.                    The lease term is totally ten years from December 20, 2004 to December 19, 2014.

 

3.                    The land leased hereunder will be only used by approved enterprise operating business within the zone for constructing offices, factory buildings, warehouses or premises. Party B shall not request to set surface rights on the leased land.

 

4.                    Within the period of the contract, if Party B does not continue using the whole or part of the land leased by it, it shall apply to Party A for canceling the lease, but shall not sublease or lend the land to other persons.

 

5.                    If Party B applies for leasing land for constructing factory buildings or other buildings by itself, it shall set back the buildings according to the relevant provisions of the Manufacturing and Export Zone. The greening, maintenance and management of the setback land shall be conducted by Party B at its own expense.

 

6.                    If Party B applies for leasing land for constructing factory buildings or other buildings by itself, such construction shall be based on the principle of constructing storied buildings and necessary accessory buildings of the storied

 

 



 

buildings. The building coverage and plot ratio shall be in compliance with the relevant building laws.

 

7.                    If the leased land currently is used as public facilities, Party A will administer the land as a whole, and Party B shall not claim that the land shall be used for building or other purpose.

 

8.                    Party B shall automatically pay the treasury agency as designated by Party A the rent and expenses totally 15,479 New Taiwan Dollars as set forth in Article 1 hereof before the fifth day of each month. If Party B fails to make the payment after the payment day, liquidated damages will be additionally charged as follows:

 

8.1              If the delay is more than one month but less than two months, 5% of the total amount of the rent and expenses will be additionally charged.

 

8.2              If the delay is more than two months but less than three months, 10% of the total amount of the rent and expenses will be additionally charged.

 

8.3              If the delay is more than three months but less than four months, 15% of the total amount of the rent and expenses will be additionally charged.

 

8.4              If Party B fails to pay off the rent, expenses and liquidated damages after four months from the payment day, Party A may recover the rent, expenses and liquidated damages and immediately terminate the contract.

 

9.                    Besides paying the rent monthly, Party B shall pay the public facility construction expenses as provided for in Article 11 of Manufacturing and Export Zone Setup and Administration Ordinance for up to twenty years for each plot. If there are additionally increased facility construction expenses during the lease term, Party B also shall pay such expenses according to the relevant provisions.

 

10.              In the event the government prescribes the land price over again, the rent hereunder will be adjusted according to the new land price from the 1st day of the month following the proclamation of new land price.

 

11.              If Party B leases the land for constructing factory buildings or other buildings by itself, it shall pay the completion deposit according to Key Points of the Payment of Completion Deposit for Leasing Land to Construct Buildings in Manufacturing and Export Zone before commencing the construction and shall apply for the construction license within three months from the execution of the contract. After obtaining the license, Party B shall commence the construction. If Party B fails to commence the construction within the stipulated period or though Party B applies for postponing the commencement but fails to commence the construction upon expiration of the postponed period or fails to complete the construction according to the plan, Party A may terminate the contract, withdraw the land and cancel the construction license. The rent and public facility construction expenses already paid will not be refunded. If there are uncompleted buildings or works on the land, Party B shall remove them and restitute the original state within three months after Party A notified it that the contract is terminated by Party A. If Party B fails to complete such treatment on schedule, Party A may forfeit the completion deposit.

 

 



 

The completion deposit will be refunded according to the progress of the project and proportion without interest pursuant to the aforesaid Key Points after Party B commences the construction.

 

12.              Party A may terminate the contract by notifying Party B and withdraw the land under any of the following circumstances during the lease term:

 

12.1        The investment scheme of the Manufacturing and Export Zone is cancelled.

 

12.2        The buildings owned by Party B are purchased or requisitioned for value according to the relevant provisions of Manufacturing and Export Zone Setup and Administration Ordinance.

 

12.3        The use of the land by Party B breaches the provisions of this contract.

 

12.4        Party A needs withdrawing all or part of the land for its own use.

 

12.5        The contract may be terminated according to the Civil Law and Land Law.

 

13.              If the contract is terminated according to the foregoing Article, Party B shall promptly return the land and transfer its buildings on the land to other enterprises operating businesses within the zone as approved by the administrative department or branch department within two years. If Party B fails to conduct such treatment or fails to complete such treatment within two years, Party A may dispose of such buildings according to law.

 

14.              If Party B needs reletting the land upon expiration of the lease term, it shall apply for reletting in writing three months prior to the expiration of the lease term. If Party B does not apply for reletting upon expiration of the foregoing three months period, it shall immediately return the land upon expiration of the lease term. Party B shall transfer its buildings on the land to other enterprises operating businesses within the zone as approved by the administrative department or branch department within six months.

 

15.              Upon termination of this contract or if Party B does not relet the land upon expiration of this contract, impairment money will be charged according to the standard of land rent and expense of the Manufacturing and Export Zone for the period during which the land is occupied by original Party B. In the event of overdue payment, additional interest will be charged at the annual interest rate 5% till the payment day.

 

16.              In the event the relevant laws are amended during the period of the contract and the provisions of this contract are affected by such amendment, the amended provisions shall prevail from the promulgation date of such amendment.

 

17.              The matters not covered herein shall be handled according to the relevant decrees enacted by the Manufacturing and Export Zone.

 

 



 

18.              During the period of this contract, if Party B needs surveying the boundary due to the ambiguity of the boundary of the leased land or any boundary dispute, the relevant expenses shall be borne by Party B.

 

19.              Party B shall exercise its care as a good administrator to prevent the contamination of soil and ground water. In the event of any contamination, Party B shall pay the penalty according to the relevant laws and conduct the investigation and appraisal of the contaminated site, countermeasures and remedy. Party B shall be solely liable for the expenses and any damage arising therefrom. In addition, Party B shall provide the land contamination testing materials at its own expense when it transfers the factory buildings.

 

20.              Party B shall not endanger the public security, sanitation or construct illegal buildings within the zone by leasing the land.

 

21.              In the event the land leased by Party B involves the adjustment of plot ratio, if the plot ratio exceeds the legal plot ratio, Party B shall apply for the construction only after it handles the matters relating to feedback burden according to the relevant provisions.

 

22.              This contract is made in duplicate and will take effect as of the commencement date of the lease term as set forth in Article 2 hereof after signed by the Parties. Each Party holds one copy. In the event of any litigation arising from this contract, the competent court shall be Kaohsiung Local Court.

 

23.              If Party B does not apply for canceling the lease before December of each year, it shall be deemed that the contract is renewed to the expiration date of the contract.

 

The Parties to this Contract:

The Contractor (Party B): Philips Electronic Building Elements Industries (Taiwan) Ltd

Legal Representative:

Address: 10 Jingwu Road, Nanzi Manufacturing and Export Zone, Kaohsiung City

 

 

The Contractor (Party A): Manufacturing and Export Zone Administrative Department,

Ministry of Economy

Legal Representative: Zeng Canbao, Director

Address: 600 Jiachang Road, Nanzi district, Kaohsiung City

 

 

December 20, 2005

 

 



 

Annexed Drawing of (93) Nanerjianzi No. 039

 

Place of factory building land leased out

 

Right scope: 2/16

 

Scale: 1/2000

 

 


 



Dates Referenced Herein

This ‘F-4’ Filing    Date    Other Filings
12/19/14None on these Dates
Filed on:4/23/07
12/20/05
12/20/04
11/1/04
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Filing Submission 0001047469-07-003074   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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