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EXHIBIT 10.23
DATED THIS 10TH DAY OF JUNE 1997
BETWEEN
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
(THE BORROWER)
AND
POST OFFICE SAVINGS BANK OF SINGAPORE
(THE LENDER)
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LOAN AGREEMENT
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CONTENTS
CLAUSE HEADING PAGE
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1. DEFINITIONS...............................................................
2. FACILITY..................................................................
3. PURPOSES OF THE FACILITY..................................................
4. CONDITIONS PRECEDENT TO DISBURSEMENT OF THE FACILITY......................
5. DRAWING UNDER THE FACILITY................................................
6. CANCELLATION..............................................................
7. INTEREST..................................................................
8. REPAYMENT.................................................................
9. PREPAYMENT................................................................
10. PAYMENTS..................................................................
11. TAXES.....................................................................
12. CHANGE IN CIRCUMSTANCES...................................................
13. SET-OFF...................................................................
14. REPRESENTATIONS AND WARRANTIES............................................
15. AFFIRMATIVE UNDERTAKINGS..................................................
16. NEGATIVE UNDERTAKINGS.....................................................
17. EVENTS OF DEFAULT.........................................................
18. INDEMNITY.................................................................
19. CURRENCY INDEMNITY........................................................
20. WAIVER NOT TO PREJUDICE RIGHT OF THE LENDER...............................
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21. INDULGENCE OF THE LENDER NOT TO DISCHARGE THE BORROWER....................
22. FEES AND EXPENSES ........................................................
23. DEFAULT IN PAYMENT OF EXPENSES ...........................................
24. NOTICES ..................................................................
25. SUCCESSORS AND ASSIGNS ...................................................
26. SEVERABILITY..............................................................
27. DISCLOSURE................................................................
28. CALCULATION AND EVIDENCE..................................................
29. GOVERNING LAW AND SUBMISSION TO JURISDICTION..............................
SCHEDULE 1......................................................................
SCHEDULE 2......................................................................
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THIS AGREEMENT is made the 10th day of June One thousand nine hundred
and ninety-seven (1997) Between:-
1. CHARTERED SEMICONDUCTOR MANUFACTURING LIMITED (Company Registration No.
198703584), a company incorporated in Singapore and having its
registered office at 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X Xxxxxx 0 Xxxxxxxxx
000000 (hereinafter called the "Borrower") of the one part; and
2. POST OFFICE SAVINGS BANK OF SINGAPORE, a body corporate incorporated in
Singapore under the Post Office Savings Bank of Singapore Act and having
its registered office at 00 Xxxx Xxxxx Xxxx XXXX Xxxxxx, Xxxxxxxxx
000000 (hereinafter called the "Lender") of the other part.
WHEREAS at the request of the Borrower, the Lender has agreed to make
available to the Borrower a term loan facility of not exceeding the aggregate
principal amount of DOLLARS FIFTY MILLION ($50,000,000.00) subject to the terms
and conditions hereinafter appearing.
NOW THIS AGREEMENT WITNESSETH as follows:-
1. DEFINITIONS
1.1 In this Agreement and the Schedules, except to the extent that the
context requires otherwise:-
"AGREEMENT" or "THIS AGREEMENT" means this Agreement and all amendments
and variations thereof from time to time;
"AVAILABILITY PERIOD" means, subject to the discretion of the Lender to
extend the period at the request of the Borrower, the period commencing
on the date of this Agreement and ending on 30 June 1997;
"BORROWER" includes its successors;
"BUSINESS DAY" means any day (excluding Saturdays, Sundays and public
holidays) on which banks in Singapore are open for business;
"DEFAULT INTEREST RATE" means the rate of 4% per annum over the Lender's
posted board rate for deposits placed with the Lender for amounts up to
Dollars One Hundred Thousand ($100,000.00) or such other amount as the
Lender may from time to time determine;
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"DOLLAR", "DOLLARS" and the symbol "$" mean the lawful currency for the
time being in Singapore;
"DRAWING" means the Drawing made or to be made under the Facility in
terms of, Clause 5;
"EVENTS OF DEFAULT" means the events mentioned in Clause 17.1; and
"EVENT OF DEFAULT" means any one of them;
"FACULTY" means the term loan facility granted by the Lender to the
Borrower under this Agreement;
"INTEREST PAYMENT DATE" means the last day of each Interest Period;
"INTEREST PERIOD" means each successive period of six (6) months
determined as follows:-
(i) the first Interest Period shall commence on the date on which
the Drawing is made from the Facility and end on the date
falling six (6) months immediately following;
(ii) each subsequent Interest Period shall commence forthwith upon
the expiry of the previous Interest Period and end on the date
falling six (6) months immediately following;
(iii) an Interest Period which would otherwise end on a day which is
not a Business Day shall be extended to the next day which is a
Business Day; and
(iv) an Interest Period which would otherwise end after the Repayment
Date shall be abridged to end on the Repayment Date;
"INTEREST RATE" has the meaning ascribed to it in Clause 7.1;
"LENDER" includes its successors and assigns;
"POTENTIAL EVENT OF DEFAULT" means any condition act omission or event
which with the giving of notice, lapse of time and/or determination of
materiality or other condition would become an Event of Default;
"RELATED CORPORATIONS" means Singapore Technologies Pte Ltd (including
its successors and assigns) and the Borrower's subsidiaries and for the
purposes of this Agreement, shall not mean a related corporation as
defined under Xxxxxxx 0 xx
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xxx Xxxxxxxxx Xxx (Xxx. 50); and "RELATED CORPORATION" means any or each
(as the context may require) of them; "REPAYMENT DATE" means the date
immediately following five (5) years from the date of first disbursement
of the Facility or such later date permitted by the Lender;
"TOTAL INDEBTEDNESS" means at any time, all amounts (whether of
principal, interest, fees or otherwise) at that time owing or payable
(whether contingently or otherwise) from the Borrower to the Lender
under the provisions of this Agreement;
1.2 Any reference in this Agreement to:
1.2.1 "borrowed moneys" means (a) moneys borrowed or raised (including
hire under financial leases) and interest thereon, (b) any
liability under any bond, note, guarantee, indemnity or other
security or under acceptance credit facilities, (c) any
liability in respect of the acquisition cost of assets or
services to the extent payable after the time of acquisition or
possession thereof which upon default in payment thereof would
materially or adversely affect the financial condition of the
Borrower or its Related Corporations, and (d) any guarantee or
other assurance against financial loss in respect of such moneys
borrowed or raised, interest or liability;
1.2.2 a "certified copy" means a copy certified by an authorized
signatory as being a true, complete and up to date copy of an
original then currently in full force and effect;
1.2.3 a "Clause", "Recital" or "Schedule" is to be construed as a
reference to a clause, recital or schedule of this Agreement
unless the context requires otherwise;
1.2.4 an "encumbrance" includes any mortgage, charge (whether fixed or
floating), pledge, lien, hypothec, hypothecation, assignment,
fiduciary assignment, fiduciary transfer, power of attorney to
establish hypothec, power of attorney to sell, security interest
or any other type of preferential agreement or arrangement
having substantially the same economic effect (including sale
and repurchase agreements, title retention or flawed asset
arrangements);
1.2.5 "indebtedness" shall be construed so as to include any
obligation (whether incurred as principal or as surety) for the
payment or repayment of money, whether present or future, actual
or contingent;
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1.2.6 a "person" shall be construed as a reference to any person,
firm, company, corporation, government, state or agency of a
state or any association or partnership (whether or not having
separate legal personality) of two or more of the foregoing;
1.2.7 a "subsidiary" shall mean a subsidiary as defined in the
Companies Act (Chapter 50, Singapore Statutes);
1.2.8 "tax" shall be construed so as to include any present or future
tax, levy, impost, duty or other charge of a similar nature
(including, without limitation, any penalty or interest payable
in connection with any failure to pay or any delay in paying any
of the same) imposed, levied, collected, withhold or assessed by
any agency of any state;
1.2.9 the "winding-up", "dissolution" or "judicial management" of a
company, the "bankruptcy" of an individual, the appointment of a
receiver and/or manager, liquidator, administrator, judicial
manager or trustee shall be construed so as to include any
equivalent or analogous proceedings or appointment under the law
of the jurisdiction in which such company is incorporated or
such individual is domiciled or any jurisdiction in which such
company or such individual carries on business or has assets;
1.2.10 a "year", "month" or "day" shall be construed as a reference to
a calendar year, a calendar month or a calendar day;
1.2.11 any statute or other legislation, subsidiary legislation or
rules shall be read as referring to such statute or other
legislation, subsidiary legislation or rules as amended or
re-enacted from time to time; and
1.2.12 a time of day is a reference to Singapore time unless provided
otherwise.
1.3 The headings in this Agreement are inserted for convenience only and
shall be ignored in construing this Agreement.
1.4 Words denoting the singular number shall also include the plural and
vice versa and words denoting the masculine gender shall also include the
feminine gender and neuter gender and references to any gender shall include any
other gender.
2. FACILITY
Subject to the terms and conditions herein contained, the Lender shall
make available to the Borrower a term loan facility ("THE FACILITY") OF DOLLARS
FIFTY MILLION ($50,000,000.00) Provided that if any portion of the Facility is
cancelled by
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the Borrower or the Lender pursuant to the provisions of this Agreement or by
mutual agreement, the limit of the Facility shall be reduced accordingly.
3. PURPOSES OF THE FACILITY
Subject to the terms and conditions of this Agreement, the Borrower
shall utilize the Facility for the purpose of the Borrower's working capital
requirements or any other business purposes.
4. CONDITIONS PRECEDENT TO DISBURSEMENT OF THE FACILITY
4.1 Subject to the Lender's discretion otherwise, the Facility will become
available to the Borrower only after the Lender has received from the Borrower
all the documents, payments and evidence listed in Schedule 1 and each is in
form and substance satisfactory to the Lender.
4.2 Subject Clause 4.1, the following conditions shall also have to be
satisfied before the Facility is made available to the Borrower:-
4.2.1 that all acts, conditions and things required to be done and
performed under Schedule 1 shall have been done and performed
and have happened in due and strict compliance with all
applicable laws; and
4.2.2 that there is no material adverse change in the financial
condition, operating environment, management of the Borrower or
any other conditions which in the reasonable opinion of the
Lender will materially affect the ability of the Borrower to
perform its obligations under this Agreement.
5. DRAWING UNDER THE FACILITY
5.1 Subject to the Lender's discretion to permit otherwise, the Borrower may
on any Business Day during the Availability Period applicable to the Facility
request for one Drawing for the full amount granted under the Facility by giving
to the Lender written notice in substantially the form provided in Schedule 2
not later than three (3) Business Days prior to the intended date of drawdown,
Provided Always that on both the date of such notice and on the date of the
proposed drawdown:-
5.1.1 no Event of Default has occurred which remain unwaived and no
Potential Event of Default has occurred;
5.1.2 the representations and warranties contained in Clause 14 of
this Agreement are correct and accurate in all material
respects.
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5.2 Once having been given by the Borrower, the notice shall be irrevocable
and the Borrower shall be bound to borrow and draw in accordance with the
notice. In addition to the other remedies of the Lender hereunder, the Borrower
shall have full liability and accountability for any costs incurred by the
Lender resulting from the failure of the Borrower to effect the Drawing in full
for any reason whatsoever or a failure to satisfy the conditions of the Drawing,
including but not limited to losses from re-employment of funds obtained for the
Drawing at rates lower than the cost of such funds or any expense incurred by
the Lender in liquidating such funds as such Lender may certify.
5.3 Any part of the Facility left undrawn shall be deemed to be cancelled by
the Borrower on that date and shall not subsequently be available to the
Borrower.
6. CANCELLATION
6.1 The Borrower may, at any time during the Availability Period and upon
payment of the cancellation fee stipulated in Clause 6.5, cancel the whole or
any part of the Facility.
6.2 In the event any part of the Facility is deemed cancelled in terms of
Clause 5.3, the Borrower shall forthwith pay the cancellation fee stipulated in
Clause 6.5.
6.3 Upon such cancellation becoming effective the Facility shall be reduced
by the amount of such cancellation.
6.4 No part of the Facility which has been cancelled may be redrawn or
reborrowed, unless the Lender permits otherwise.
6.5 A cancellation fee equivalent to zero point five per cent (0.5%) flat
shall be payable by the Borrower to the Lender on any amount of the Facility
cancelled or deemed to be cancelled by the Borrower.
7. INTEREST AND DEFAULT INTEREST
7.1 The Borrower shall pay to the Lender on each Interest Payment Date
interest on the Facility at the rate of two percent (2%) per annum over the
Lender's board rate for deposits placed with the Lender for amounts up to
Dollars One Hundred Thousand ($100,000.00) or such other amounts as the Lender
may from time to time determine ("the Interest Rate") for each Interest Period,
such interest shall accrue from day to day and shall be calculated on the
principal amount of the Facility for the time being owing and unpaid and
compounded semi-annually.
7.2 In the event of failure by the Borrower to make payment on the due date
of any sum due under this Agreement (whether by way of a repayment of the
Facility or payment of any principal, interest or fee or otherwise howsoever)
then subject always to and without prejudice to the other rights and remedies of
the Lender contained in this
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Agreement, the Borrower shall (to the fullest extent permitted by applicable
law) pay to the Lender interest at the Default Interest Rate on that overdue sum
from the date of default up to the date of actual payment (as well after as
before judgment), such interest to be calculated with monthly rests and shall be
payable on the last day of each month.
7.3 Interest payable under this Agreement shall be computed on the basis of
a three hundred and sixty-five (365)-day year and on actual days
elapsed.
7.4 No part of any payment made by the Company shall be treated as a
repayment of principal until all interest due or deemed to be due or
accrued has been paid.
7.5 The Borrower hereby covenants to pay to the Lender all interest payable
by the Borrower to the Lender as provided in any provisions of this
Agreement.
8. REPAYMENT
The Borrower hereby covenants to repay to the Lender the Facility in one
lump sum without demand on the Repayment Date.
9. PREPAYMENT
9.1 The Borrower may upon giving not less than thirty-one (31) days prior
notice in writing to the Lender and upon paying any prepayment fee payable in
accordance with Clause 9.2 together with all interest and other moneys accrued
in respect of the amount to be prepaid up to the date of prepayment prepay in
advance on an Interest Payment Date the whole or any part of the Drawing made
under the Facility in accordance with the provisions of this Clause Provided
that any partial prepayment shall be in an amount of not less than Dollars Five
Million ($5,000,000.00) and equal to integral multiples of Dollars One Million
($1,000,000.00).
9.2 A prepayment premium computed at the rate of zero point five per cent
(0.5%) flat of each amount prepaid shall be payable by the Borrower to the
Lender.
9.3 Notice of intended prepayment once having been given by the Borrower
shall be irrevocable and it shall be obligatory on the Borrower to make the
prepayment in accordance with the notice, failing which interest at the Default
Interest Rate shall be payable thereon.
9.4 No partial prepayment of any sums under the Facility shall relieve the
Borrower of its obligations under this Agreement except to the extent of the
amount prepaid.
9.5 The Borrower shall not repay or prepay to the Lender the Drawing
otherwise than in accordance with the provisions of this Agreement and each
amount prepaid shall be cancelled and may not be redrawn or reborrowed.
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10. PAYMENTS
10.1 All payments by the Borrower to the Lender of principal, interest and
all other sum due and payable by the Borrower to the Lender hereunder shall be
made in Dollars, not later than 11:00 a.m. on due day in immediately available
and free transferable funds to such account of the Lender in Singapore as the
Lender may from time to time designate or in such other manner as the Lender may
reasonably direct.
10.2 If any sum shall become due for payment hereunder on a day which is not
a Business Day, such payment must be made on the next succeeding Business Day,
unless that succeeding Business Day falls within the next calendar month, in
which case such payment must be made on the previous Business Day, and interest
shall be adjusted accordingly.
10.3 All payments made to the Lender shall be applied first against fees and
expenses payable hereunder, then against interest due on amounts in default, if
any, then against interest due on principal moneys outstanding under the
Facility, and thereafter against the principal moneys and all other moneys
outstanding under this Agreement.
11. TAXES
11.1 All sums payable by the Borrower under this Agreement shall be paid (i)
free of any restriction or condition, (ii) free and clear of and (except to the
extent required by law) without any deduction or withholding on account of any
tax and (iii) without deduction or withholding (except to the extent required by
law) on account of any other amount, whether by way of set-off counterclaim or
otherwise.
11.2 If (i) the Borrower or any other person making payment on behalf of the
Borrower is required by law to make any deduction or withholding on account of
any such tax or other amount from any sum paid or payable by the Borrower to the
Lender under this Agreement or (ii) the Lender (or any person on its behalf) is
required by law to make any deduction or withholding from, or (except on account
of tax on the overall net income of the Lender) any payment on or calculated by
reference to the amount of, any sum received or receivable by the Lender under
this Agreement: -
11.2.1 the Borrower shall notify the Lender of any such requirement or
any change in any such requirement as soon as the Borrower
becomes aware of it;
11.2.2 the Borrower shall pay any such tax or other amount before the
date on which the penalties attach thereto, such payment to be
made, if the liability to pay is imposed on the Borrower, for
its account, or otherwise on behalf of and in the name of the
Lender;
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11.2.3 the sums payable by the Borrower shall (except, in the case of
any such payment, to the extent that its amount is not
ascertainable when that sum is paid) be increased to the extent
necessary to ensure that, after the making of that deduction,
withholding or payment, the Lender receives on the due date and
retains (free from the liability in respect of any such
deduction, withholding or payment) a net sum equal to what it
would have received and so retained had no such deduction,
withholding or payment been required or made;
11.2.4 within thirty (30) days after paying any sum from which it is
required by law to make any deduction or withholding, and within
thirty (30) days after the due date of payment of any tax or the
amount which it is required by Clause 11.2.2 above to pay, the
Borrower shall deliver to the Lender evidence reasonably
satisfactory to the Lender of such deduction, withholding or
payment and of the remittance thereof to the relevant taxing or
other authority.
Provided that in any such event the Borrower shall be entitled to prepay
the Drawing in accordance with this Agreement, but without any premium, together
with accrued interest thereon and any other sum then due to the Lender under
this Agreement.
11.3 If directly as a consequence of any such deduction or withholding by the
Borrower (as referred to in the first paragraph of Clause 11.2) and payment by
the Borrower to the relevant taxing or other authority, the Lender shall receive
or be granted a credit against any taxes payable by it in relation solely to the
sum from which such deduction or withholding was made, the Lender shall (to the
extent to which the Lender may do so without prejudicing the retention of the
amount of such credit and without prejudice to the rights of the Lender to
obtain any other relief or allowance available to it and generally to organize
its tax affairs in such manner as it sees fit), reimburse the Borrower with such
amount as the Lender shall certify to be the proportion of such credit as will
leave the Lender (after such reimbursement) in no worse position than that in
which it would have been had there been no such deduction or withholding from
the payment by the Borrower as aforesaid and such reimbursement shall be made as
soon as practicable after the Lender has received the benefit of such credit.
Nothing in Clause 11.3 shall entitle the Borrower to access to the Lender's tax
records or to its book of account.
11.4 Without prejudice to the generality of the foregoing, in the event that
any goods and services tax or any other taxes levies or charges whatsoever now
or hereafter required by law to be paid on or in respect of any sums payable to
the Lender or any other matters under or relating to this Agreement, the same
shall (except to the extent prohibited by law) be borne and paid by the Borrower
and the Borrower shall pay to the Lender on demand a sum equivalent to the
amount of such goods and services tax or other taxes, levies or charges (or such
part thereof which the law does not prohibit the Lender from
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collecting from the Borrower) less any such part thereof as has been paid by the
Borrower under the preceding sub-clause, in addition to all other sums payable
to the Lender under this Agreement.
12. CHANGE IN CIRCUMSTANCES
12.1 If at any time the Lender reasonably determines that it is or will
become unlawful or contrary to any directive of any agency of any state for it
to allow all or part of the Facility to remain outstanding, to make, fund or
allow to remain outstanding all or part of the Drawing, to carry out all or any
of its other obligations under this Agreement and/or to charge or receive
interest at the rate or rates applicable upon the Lender notifying the Borrower
and setting out reasonable details of such circumstances, the Facility or such
part thereof to comply with such directive as the Lender shall think fit shall
be cancelled and the Borrower shall prepay the Drawing without premium together
with accrued interest thereon and any other sum then due to the Lender under
this Agreement or such part thereof to comply with such directive as the Lender
shall require within the period allowed; The expression "PERIOD ALLOWED" used in
this Clause 12.1 shall mean the period of time beyond which it will become
unlawful or contrary to any directive of any agency of any state for the Lender
to allow all or part of the Facility to remain outstanding, to make, fund or
allow to remain outstanding all or part of the Drawing, to carry out all or any
of its other obligations under this Agreement and/or to charge or receive
interest at the rate or rates applicable or which will be applicable as
aforesaid under this Agreement.
12.2 If the Lender reasonably determines that, as a result of (a) the
introduction of or any change in, or in the interpretation or application of any
law or (b) compliance by it with any directive of any agency of any state:-
12.2.1 the cost to the Lender of maintaining all or any part of the
Facility is increased; and/or
12.2.2 any sum received or receivable by the Lender under this
Agreement or the effective return to it under this Agreement is
reduced (except on account of tax on its overall net income);
and/or
12.2.3 the Lender makes any payment (except on account of tax on its
overall net income) or foregoes any interest or other return on
or calculated by reference to the amount of any sum received or
receivable by it under this Agreement,
the Borrower shall indemnify the Lender against that increased cost, reduction,
payment or foregone interest or other return and, accordingly, shall from time
to time on demand (whenever made) pay to the Lender the amount certified by it
to be necessary so to indemnify it (such certification to set out the basis of
such amount payable) Provided that in such event the Borrower shall be entitled
to prepay the Drawing in accordance with
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this Agreement but without any premium, together with accrued interest thereon
and any other sum then due to the Lender under this Agreement.
13. SET-OFF
13.1 Upon the occurrence of an Event of Default, in addition: to any banker's
lien right of set-off or other right which the Lender may have the Lender shall
be entitled at any time and without notice to the Borrower to combine or
consolidate all or any of the accounts of the Borrower including accounts of the
Borrower either alone or jointly with others (whether current, deposit, savings
or of any other nature whatsoever, and whether in Dollars or other currency)
wheresoever situate (in Singapore or elsewhere) and set-off or transfer any sum
standing to the credit of any one or more such accounts in or towards
satisfaction of any moneys, obligations and liabilities of the Borrower to the
Lender on any other account whether in Singapore or elsewhere and whether such
liabilities be actual contingent primary collateral several or joint. Upon the
Lender exercising its rights under this Clause, it shall promptly thereafter
give written notice thereof to the Borrower.
13.2 The Lender shall be entitled at its absolute discretion at any time and
from time to time whether or not an Event of Default has occurred after prior
notice to the Borrower to debit any account of the Borrower with the Lender
(whether in Singapore or elsewhere) for the Total Indebtedness or any part
thereof Provided Always that any such debit shall not constitute nor be deemed
to be a payment of any moneys to which it relates (except to the extent of any
amount in credit in the said account of the Borrower with the Lender) nor shall
it be deemed a waiver of a Potential Event of Default or an Event of Default or
any other event of default under this Agreement.
14. REPRESENTATIONS AND WARRANTIES
14.1 The Borrower hereby represents and warrants to the Lender as follows:-
14.1.1 that the Borrower is a company with limited liability duly
registered and validly existing under the laws of Singapore and
has the power and authority to own assets and to conduct the
business which it conducts and/or proposes to conduct;
14.1.2 that the Borrower has full power and authority to consummate the
transactions contemplated by this Agreement and to borrow the
Facility;
14.1.3 that this Agreement constitute legal, valid and binding
obligations of the Borrower and is enforceable in accordance
with its terms;
14.1.4 that there are no proceedings pending before any court or to the
knowledge of the Borrower threatened against or affecting the
Borrower and no proceedings are before any government agency or
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administrative body pending or to the knowledge of the Borrower
threatened against the Borrower which if adversely determined
would materially or adversely affect its financial condition or
operations or impair its rights to carry on its business
substantially as now conducted or the ability of the Borrower to
pay, when due, the principal of and interest on the Facility and
any other sums that may become due and owing hereunder and to
the best of the knowledge and belief of the Borrower, the
Borrower has complied with all applicable statutes and
regulations and with the requirements of all governmental
authorities having jurisdiction over the Borrower;
14.1.5 that the certified true copies of the Memorandum and Articles of
Association and the Board of Directors' resolutions of the
Borrower delivered to the Lender are true and accurate copies of
the corporate records of the Borrower;
14.1.6 that the Borrower is not in default in the payment or
performance of any of its obligations for borrowed moneys;
14.1.7 that there is no provision of any existing mortgage, trust,
deed, contract, license, franchise, concession or agreement
binding on the Borrower which is being contravened or breached
by the acceptance by the Borrower of the Facility or the
execution of this Agreement or by the performance or observance
of any of its obligations under this Agreement;
14.1.8 that no Event of Default or Potential Event of Default has
occurred or is continuing;
14.1.9 that save as otherwise disclosed to the Lender in writing or
otherwise permitted under Clause 16.2, no security or
encumbrance exists on or over the assets of the Borrower;
14.1.10 that no steps have been taken or are being taken to appoint a
receiver and/or manager or a judicial manager to take over the
assets of the Borrower and/or any of its Related Corporations or
a liquidator to wind up the Borrower or any of its Related
Corporations;
14.1.11 that the Borrower has paid and discharged all taxes rates rents
and governmental charges upon the Borrower or its properties or
adequate reserves have been established for the payment thereof;
14.1.12 that save as disclosed in writing to the Lender, there is no
material adverse change in the financial condition, operating
environment or
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management of the Borrower since the date of the last audited
accounts of the Borrower;
14.1.13 that all audited financial statements of the Borrower which have
previously been submitted to the Lender are complete and correct
and fairly represent the financial condition of the Borrower and
the results of its operations for the period stated in
accordance with generally accepted accounting principles applied
on a consistent basis;
14.1.14 that all statements documents and information submitted by the
Borrower to the Lender relating to the business, assets and
financial condition or management of the Borrower are true
complete and correct in all material respects as at the date
when such statements, documents and information is given and the
Borrower is not aware of any facts or circumstances which have
not been disclosed to the Lender and which might have a material
effect or the business, assets, financial condition or
management of the Borrower.
14.2 Each of the representations and warranties contained in the preceding
sub-clauses shall survive and continue to have full force and effect after the
execution of this Agreement and the Borrower hereby warrants to the Lender that
the above representations and warranties will be true and correct and fully
observed as if repeated then by reference to the then existing circumstances
until all moneys payable or agreed to be paid to the Lender under this Agreement
are fully repaid.
15. AFFIRMATIVE UNDERTAKNGS
The Borrower hereby undertakes and agrees with the Lender as follows:-
15.1 that the Borrower shall, upon receipt of a written request, duly furnish
to the Lender annually as soon as possible and in any event not later than one
hundred and eighty (180) days after the close of its financial year the audited
financial statements of the Borrower consisting of a balance sheet as of the
close of such respective financial years and a statement of its respective
profits and loss for the period then ended in accordance with generally accepted
accounting practices and principles consistently applied and signed by its
respective auditors, such auditors to be acceptable to the Lender;
15.2 that the Borrower shall carry on and conduct its affairs and business in
a proper and efficient manner and will keep or cause to be kept all its
properties and assets in a good state of repair and condition in accordance with
good commercial practice and shall procure that each of its subsidiaries shall
also do so;
15.3 that the Borrower shall observe, perform and comply with all the
covenants undertakings stipulations terms and conditions of this Agreement;
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15.4 that the Borrower shall duly pay and discharge all rents, rates, taxes,
assessments and governmental charges from time to time levied upon it or against
its properties, business and operations prior to the date on which penalties
become attached thereto unless and to the extent only that the same shall be
contested in good faith and by appropriate proceedings;
15.5 that the Borrower shall furnish and provide the Lender with and permit
the Lender to obtain all such statements information explanation and data as the
Lender may reasonably require regarding the financial state or condition of the
Borrower (other than confidential information of a price sensitive nature);
15.6 that unless the Lender permits otherwise the Borrower shall use the
Facility only for the purposes specified;
15.7 that the Borrower shall obtain all necessary licences and comply with
all laws regulations rules and orders relating to the carrying on of its
business;
15.8 that the Borrower shall at its own expense, execute, sign, perfect, do
and if required register every document, act or thing as in the reasonable
opinion of the Lender may be necessary or desirable for the purpose of
implementing the terms and provisions of this Agreement;
15.9 that the Borrower shall deliver to the Lender upon demand any documents
or evidence under any provisions hereof the production of which has been waived
and to comply with all the terms and conditions of any provisions hereof which
have been waived;
15.10 that the Borrower shall promptly notify the Lender of any material event
or adverse change in the condition (financial or otherwise) or management of the
Borrower and of any circumstances which will adversely affect the Borrower's
ability to perform its obligations hereunder;
16. NEGATIVE UNDERTAKINGS
Except with the prior written consent of the Lender, such consent not to
be unreasonably withheld, the Borrower shall not:-
16.1 effect any form of reconstruction or amalgamation by way of a scheme of
arrangement or otherwise nor approve, permit or suffer any change of ownership
or transfer of any part of its issued share capital or any change in its
shareholding Provided that the Lender's consent shall not be required where any
such reconstruction, amalgamation or change in ownership or shareholding is the
result of a restructuring exercise within the Singapore Technologies Group of
Companies;
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16.2 create or permit to arise or subsist any mortgage, charge (whether fixed
or floating), pledge, hypothecation, lien or any other encumbrance whatsoever on
its properties and assets without the consent of the Lender such consent not to
be unreasonably withheld other than Liens arising solely by operation of law and
not by way of contract and are discharged within fourteen (14) days from the
date of such liens arising;
16.3 assign or enter into any arrangements to assign its account receivables
Provided that the Lender's consent shall not be required where such assignment
is to a company within the Singapore Technologies Group of Companies;
16.4 terminate any of its businesses as now conducted which will
substantially and adversely affect the financial condition of the Borrower; and
16.5 amend or alter any of the provisions in its Memorandum or Articles of
Association which will result in any change in the nature of business or the
borrowing powers of the Borrower.
17. EVENTS OF DEFAULT
17.1 Upon the happening of any of the following events:-
17.1.1 if a demand is made for payment of all or any moneys payable by
the Borrower to the Lender on demand and the Borrower fails to
make payment as demanded or if the Borrower fails to pay any sum
due or payable under this Agreement on the due date therefor;
17.1.2 if the Borrower fails to perform any of the terms and conditions
stipulated in this Agreement and if the failure is in the
reasonable opinion of the Lender capable of remedy, the same is
not remedied to the satisfaction of the Lender within fourteen
(14) days of such failure;
17.1.3 if any representation or warranty made by the Borrower in this
Agreement or any certificate or statement delivered or made
hereunder shall be or become incorrect or untrue in any material
respect and if the default is in the reasonable opinion of the
Lender capable of remedy, the same is not remedied to the
satisfaction of the Leader within fourteen (14) days of such
failure;
17.1.4 if the accounts of the Borrower delivered to the Lender under
Clause 15.1 are qualified in a manner or to an extent which, in
the reasonable opinion of the Lender, will adversely or
materially affect the financial condition of the Borrower;
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17.1.5 if any other indebtedness (unless such indebtedness is disputed
by the Borrower or its Related Corporation (as the case may be)
in good faith) of the Borrower or any of its Related
Corporations (to whomsoever owing) or part thereof is not paid
at its stated maturity or on its due date or within any
applicable grace period or by reason of any default or the
occurrence of any event becomes due or is declared due prior to
its stated maturity or original due date or if the Borrower or
any of its Related Corporations fail to discharge any guarantee
or indemnity given by it with respect to any indebtedness
Provided that no Event of Default will occur under this
paragraph 17.1.5 unless and until the aggregate amount of the
indebtedness in respect of which one or more of the events
mentioned in this paragraph 17.1.5 has/have occurred equals or
exceeds Dollars Seven Million ($7,000,000.00);
17.1.6 if an event has occurred which constitutes a default under or in
respect of any other agreement or document to which the Borrower
is a party or by which the Borrower may be bound or an event has
occurred which, with the giving of notice, lapse of time,
determination of materiality or other condition might constitute
a default under or in respect of any such agreement or document
and which event might in the reasonable opinion of the Lender
adversely affect the financial condition of the Borrower;
17.1.7 if the Borrower or any of its Related Corporations become
insolvent, is unable to pay its debts as they fall due, stops,
suspends, or threatens to stop or suspend payment of all or a
material part of its debts, begins negotiations or takes any
proceedings or other step with a view to readjustment,
rescheduling or deferral of all its indebtedness (or of any part
of its indebtedness which it will or might otherwise be unable
to pay when due) or proposes or makes a general assignment or an
arrangement or composition with or for the benefit of its
creditors or a moratorium is agreed or declared in respect of or
affecting all or a material part of any indebtedness on the part
of the Borrower or any of its Related Corporations for any
moneys whatsoever;
17.1.8 if any application is made or petition presented pursuant to the
Companies Act (Cap. 50) for an order that the Borrower or any of
its Related Corporations be placed under the judicial management
of a judicial manager;
17.1.9 if the Borrower or any of its Related Corporations shall cease
or threaten to cease to carry on its respective business;
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17.1.10 if a distress or execution is levied or enforced upon or issued
against any part of the properties or assets of the Borrower or
any of its Related Corporations;
17.1.11 if any legal proceedings suits or actions of any kind whatsoever
(whether criminal or civil) shall be instituted against the
Borrower or any of its Related Corporations which in the
reasonable opinion of the Lender will materially and adversely
affect the Borrower's ability to repay the amounts payable to
the Lender under this Agreement;
17.1.12 if any present or future security or encumbrance on or over the
assets of the Borrower or any of its Related Corporation is or
becomes enforceable;
17.1.13 if any step or petition is taken by any person for the
dissolution or winding up of the Borrower or any of its Related
Corporations or a receiver is appointed over the assets and
undertakings of the Borrower or any of its Related Corporations
other than any step or petition that is, in the reasonable
opinion of the Lender, frivolous or vexatious and is withdrawn
within fourteen (14) days after such step is taken or petition
is presented;
17.1.14 if the Borrower or any of its Related Corporations shall
transfer or otherwise dispose of all or substantially all its
assets to any person, firm or corporation except in the case of
a reconstruction, whether by way of any scheme of arrangement or
otherwise, which the Lender has approved;
17.1.15 if any agency of any state seizes, compulsorily acquires,
expropriates or nationalises all or a material part of the
assets properties or shares of the Borrower or any of its
Related Corporations;
17.1.16 if it is or will become unlawful for the Borrower to perform or
comply with any one or more of its obligations under this
Agreement;
17.1.17 if the Borrower or any of the Related Corporations is declared
by the Minister to be a declared company under the provisions of
Part IX of the Companies Act (Cap. 50);
17.1.18 if there shall occur a material adverse change in the business,
assets or financial position of the Borrower or any of its
Related Corporations or if any situation shall have arisen which
in the reasonable opinion of the Lender shall make it improbable
that the Borrower will be able to perform its obligations under
this Agreement;
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17.1.19 if at any time as determined by the Lender in its absolute
discretion, the Government of Singapore holds less than twenty
per cent (20%) of the issued and paid-up share capital of the
Borrower, whether legally or beneficially;
17.1.20 if at any time the issued and paid-up share capital of the
Borrower is less than the Facility then outstanding and owing by
the Borrower to the Lender,
and while such event is continuing, the Lender may by notice in writing to the
Borrower declare the Total Indebtedness to be immediately due and payable
whereupon they shall become so due and payable.
17.2 Upon the Total Indebtedness becoming due and payable pursuant to Clause
17.1:-
17.2.1 the Lender shall be entitled to apply any credit balance
standing to any account of the Borrower with the Lender and in
whatever currency towards satisfaction of any sum due to the
Lender from the Borrower on any account whatsoever (without
prejudice to the generality of Clause 13); and
17.2.2 all the Facility which have not been drawn or cancelled shall
automatically be cancelled and forthwith cease to be available.
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18. INDEMNITY
18.1 Without prejudice to the foregoing terms and provisions the Borrower shall
indemnify the Lender and hold the Lender harmless from and against all losses,
damages, expenses, penalties, costs, claims or liabilities whatsoever, legal or
otherwise, which the Lender may sustain suffer or incur as a consequence of: -
18.1.1 any prepayment of the Drawing or any part thereof otherwise than
on an Interest Payment Date or in accordance with this
Agreement;
18.1.2 any default in the payment of any principal moneys when due or
any interest accrued thereon, or any other amounts payable
hereunder; and/or
18.1.3 the occurrence, of any Event of Default or Potential Event of
Default,
and such losses, damages, expenses, penalties, costs, claims or liabilities
shall include but not be limited to such amount as the Lender shall certify
(such certification being conclusive and binding upon the Borrower save for any
manifest error or fraud and such certification to set out the basis of such
amount payable) as being necessary to compensate the Lender for:-
(a) any actual loss of interest, commission or fee incurred on
account of such default; and
(b) any interest, commissions or fees paid or payable on account of
any funds borrowed in order to carry or maintain any unpaid
amount except to the extent that such interest, commission or
fees are recovered under the provisions of this Agreement.
For the avoidance of doubt, the indemnity herein shall not extend to loss of
profit, earning or income suffered by the Lender as a result of any prepayment
of the Drawing made by the Borrower in accordance with this Agreement.
9. CURRENCY INDEMNITY
19.1 Dollars is the sole currency of account and payment for all sums payable
by the Borrower under or in connection with this Agreement, including damages.
19.2 Any amount received or recovered in a currency other than Dollars
(including but not limited to any amount received or recovered as a result of,
or the enforcement of, a judgment or order of a court of any jurisdiction, in
the dissolution of the Borrower or otherwise) by the Lender in respect of any
sum expressed to be due to it from the Borrower under this Agreement shall only
constitute a discharge to the Borrower to the extent of the Dollar amount which
the Lender is able, in accordance with its usual
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practice and at The Development Bank of Singapore Limited's own rate of exchange
then prevailing, to purchase with the amount so received or recovered in that
other currency on the date of that receipt or recovery (or, if it is not
practicable to make that purchase on that date, on the first date on which it is
practicable to do so).
19.3 If that Dollar amount is less than the Dollar amount expressed to be due
to the Lender under this Agreement, the Borrower shall indemnify the Lender
against any loss sustained by it as a result thereof. In any event, the Borrower
shall indemnify that Lender against the reasonable cost of making any such
purchase.
19.4 These indemnities constitute a separate and independent obligation from
the other obligations in this Agreement, shall give rise to a separate and
independent cause of action, shall apply irrespective of any indulgence granted
by any parties hereto and shall continue in full force and effect despite any
judgment, order, claim or proof for a liquidated amount in respect of any sum
due under this Agreement or any judgment or order.
20. WAIVER NOT TO PREJUDICE RIGHT OF THE LENDER
20.1 The Lender may from time to time waive either unconditionally or on such
terms and conditions as it may deem fit any breach by the Borrower of any of the
undertakings, stipulations, terms and conditions herein contained and any
modification thereof but without prejudice to its powers, rights and remedies
for enforcement thereof, Provided Always that:-
20.1.1 no neglect or forbearance of the Lender to require and enforce
payment of any monies hereunder or the performance and
observance of any undertakings stipulations terms and conditions
contained in this Agreement, nor any time which may be given to
the Borrower shall in any way prejudice or affect any of the
rights, powers or remedies of the Lender at any time afterwards
to act strictly in accordance with the provisions hereof, and
20.1.2 no such waiver of any such breach as aforesaid shall prejudice
the rights of the Lender in respect of any other or subsequent
breach of any of the undertakings, stipulations, terms or
conditions aforesaid.
20.2 Any such waiver and any consent by the Lender under any provision of
this Agreement must be in writing and may be given subject to any conditions
thought fit by the Lender. Any waiver or consent shall be effective only in the
instance and for the purpose for which it is given.
20.3 The rights and remedies provided in this Agreement are cumulative and
not exclusive of any rights or remedies provided by law.
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21. INDULGENCE OF THE LENDER NOT TO DISCHARGE THE BORROWER
The liability of the Borrower hereunder shall not be impaired or
discharged by reason of the fact that any person is or has become in any way,
whether with or without the Lender's acceptance, liable to pay any of the moneys
owing by the Borrower hereunder or by reason of any time or other indulgence
being granted by or with the consent of the Lender to any such person or by
reason of any arrangement being entered into or composition accepted by the
Lender modifying the operation of law or otherwise the rights and remedies of
the Lender under the provisions of this Agreement.
22. FEES AND EXPENSES
The Borrower shall pay forthwith on demand:-
22.1 all reasonable expenses including stamp duty (whether as penalty or
otherwise), legal, administrative, registration, execution, valuation fees and
any other costs or charges (including abortive costs) incurred or expended by
the Lender in connection with the Facility and/or this Agreement whether the
Facility is accepted or otherwise together with all goods and services tax in
connection therewith; and
22.2 all legal fees as between solicitors and clients on a full indemnity
basis and other costs and disbursements whatsoever including but not limited to
stamp or other duties incurred by the Lender in connection with demanding and
enforcing payment of monies due hereunder or otherwise howsoever in enforcing
this Agreement, or any other document called for by the terms of this Agreement
or any of the covenants, undertakings, stipulations, terms, conditions or
provisions of this Agreement, or any other document called for by the terms of
this Agreement or incurred in connection with any delay or omission on the part
of the Borrower to pay any stamp or other duties in connection with this
Agreement, or any other document called for by the terms of this Agreement
together with all goods and services tax in connection therewith.
23. DEFAULT IN PAYMENT OF EXPENSES
In addition to and not in derogation of the other provisions of this
Agreement, if the Borrower shall fail or refuse to pay any legal fees tax stamp
duty and other costs charges and expenses which the Borrower is liable to pay
under any provisions of this Agreement, the Lender may at its discretion pay the
same (but shall not be under any obligations to do so) and if such payment is
made by the Lender the Borrower shall forthwith on demand repay the same to the
Lender together with interest thereon at the Default Interest Rate, such
interest to be calculated from day to day with monthly rests from the date of
payment by the Lender up to the date of repayment by the Borrower.
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24. NOTICES
24.1 Except as otherwise expressly provided herein, any notice, request,
demand or other communication to be given or served under this Agreement to or
on any party may be delivered at or sent by prepaid registered post or by telex
or facsimile transmission to the address, telex number or facsimile number and
marked for the attention of the person or department (if any) from time to time
designated by that party for the purpose of this Agreement and shall be deemed
to be duly served:-
24.1.1 if it is delivered, at the time of delivery;
24.1.2 if it is sent by prepaid registered post, two (2) Business Days
after posting thereof; and
24.1.3 if it is sent by telex or facsimile transmission, immediately
after transmission thereof if the date of transmission is a
Business Day, and if the date of transmission is not a Business
Day, then the notice by telex or facsimile transmission shall be
deemed to be served on the next Business Day.
24.2 Any communication from the Borrower shall be irrevocable. Except for the
drawdown notice, all other notices, requests, demands or other communications
which are required by this Agreement to be in writing may be made by telex or
facsimile transmission.
24.3 For the purpose of this Clause, notice, request, demand or other
communication to any party shall be given or served at its address, telex number
or facsimile number set out below its name in the execution clause or at such
other address, telex number or facsimile number from time to time notified to
the other parties in writing.
25. SUCCESSORS AND ASSIGNS
25.1 This Agreement shall be binding upon and inure to the benefit of the
Borrower and the Lender and their successors in title and the assigns of the
Lender and any reference in this Agreement to any party shall be construed
accordingly. All undertakings, agreements, representations and warranties given,
made or entered into by the Borrower under this Agreement shall survive the
making of any assignments hereunder.
25.2 The Borrower shall have no right to assign or transfer any of its rights
or obligations hereunder and it shall remain fully liable for all of its
undertakings, agreements, duties, liabilities and obligations hereunder, and for
the due and punctual observance and performance thereof.
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25.3 The Lender may assign all or part of its rights or transfer all or part
of its obligations under this Agreement without the consent of the Borrower. Any
such assignee or transferee shall be and be treated as a party of this Agreement
for all purposes of this Agreement and shall be entitled to the full benefit of
this Agreement to the same extent as if it were an original party in respect of
the rights or obligations assigned or transferred to it.
26. SEVERABILITY
If any one or more of the provisions contained in this Agreement shall
be deemed invalid, unlawful or unenforceable in any respect under any applicable
law, the validity, legality and enforceability of the remaining provisions
contained therein shall not in any way be affected of impaired but this
Agreement shall be construed as if such invalid, unlawful or unenforceable
provision had never been included in this Agreement.
27. DISCLOSURE
The Lender shall be entitled, subject to the prior written consent of
the Borrower, such consent not to be unreasonably withheld, to disclose to any
potential assignee or transferee or guarantor or any other person who has
entered into or is proposing to enter into contractual arrangements with the
Lender or the Borrower in relation to this Agreement or any moneys or
liabilities under or relating to the Facility any information about the Borrower
and the Facility or information regarding the moneys or other relevant
particulars of any of the Borrower's accounts with the Lender.
28. CALCULATION AND EVIDENCE
28.1 The entries in the accounts maintained by the Lender in accordance with
its usual practice shall be prima facie evidence of the existence and amounts of
the obligations of the Borrower recorded therein.
28.2 A statement or certificate in writing signed by the Assistant Manager or
Investment Administration Officer or other duly authorized officer for the time
being of the Lender and certifying (a) the amount due at any time in respect of
any moneys owing or payable by the Borrower to the Lender and/or any liabilities
incurred by the Lender and payable by the Borrower to the Lender under or by
virtue of any terms conditions or stipulations of this Agreement, or (b) any
interest rate applicable; or any other certificate determination, notification
or opinion of the Lender provided for in this Agreement shall (in the absence of
any manifest error or fraud) be final and conclusive of the matters so certified
and be binding upon the Borrower.
29. GOVERNING LAW AND SUBMISSION TO JURISDICTION
This Agreement shall be governed by and construed in all aspects in
accordance with the laws of Singapore.
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SCHEDULE 1
CONDITIONS PRECEDENT
1. A certified copy of the Certificate of Incorporation and the Memorandum and
Articles of Association of the Borrower.
2. A certified copy of resolutions of the Board of Directors of the Borrower
in form and substance satisfactory to the Lender authorizing, in accordance
with the Memorandum and Articles of Association of the Borrower:-
(a) the acceptance of the Facility upon the terms and conditions
enumerated in this Agreement;
(b) the execution of this Agreement;
(c) a person or persons to sign the drawdown notice and any other notices
and any other documents to be executed under hand and to be given
pursuant to or ancillary to this Agreement by or on behalf of the
Borrower;
(d) the execution of all other documents called for by this Agreement.
3. A verification certificate by a director of the Borrower together with list
of the names and specimen signatures of each of the authorized signatories
referred to in paragraph 2(c) authenticated by such director.
4. A certificate from the Borrower's Company Secretary, certified by its
Chairman, that the Borrower's issued and paid-up capital is no less than
Dollars One Hundred million ($100,000,000.00).
5. This Agreement duly executed and all stamp fees (if any) payable thereon
under the laws of Singapore.
6. Such other documents as the Lender may reasonably request not later than
one (1) Business Day before the date of the Drawing.
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SCHEDULE 2
NOTICE OF-DRAWING
Three(3) Business Days before date of Drawing
POST OFFICE SAVINGS BANK OF SINGAPORE
00 Xxxx Xxxxx Xxxx
5th Storey POSB Centre
Xxxxxxxxx 000000
("the Lender")
Attention: Ms Eu Chin Fen
$50 MILLION TERM LOAN FACILITY TO CHARTERED SEMICONDUCTOR MANUFACTURING LIMITED
Dear Sirs
Pursuant to Clause 5 of the Facility Agreement dated the _____ day of
___________ made between ourselves as Borrower and yourselves Lenders ("the
Agreement") in respect of the Facility (as defined in the Agreement), we hereby
give you notice for the following Drawing: -
Amount : Dollars
($ )
Date of Drawing:
Payee: [name(s) and address(es)]
We confirm:
(1) that the Conditions Precedent mentioned in Schedule 1 of the Agreement have
been complied with in every respect;
(2) that each of the Representations and Warranties contained in Clause 14 of
the Agreement are true and accurate in all respects as though made on the
date of this Notice with reference to facts and circumstances presently
subsisting and will be true and accurate in all respects on the date of the
intended Drawing as though made on the date of the intended Drawing with
reference to facts and circumstances then subsisting;
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(3) that as at the date hereof, no Event of Default has occurred and no event
has occurred which, with the giving of notice and/or the lapse of time
might constitute an Event of Default. We further represent warrant and
undertake that no Event of Default and no such event as aforesaid will
exist at the date of the intended Drawing; and
Yours faithfully
CHARTERED SEMICONDUCTOR MANUFACTURING LIMITED
--------------------------------------
Name:
Title:
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IN WITNESS WHEREOF the parties hereto have executed this Agreement under
hand the day and year first above written.
Signed by Chia Song Hwee ) /s/ CHIA SONG HWEE
Finance Director ) ----------------------
for and on behalf of )
CHARTED SEMICONDUCTOR )
MANUFACTURING LIMITED )
Address: 00 Xxxxxxxxx Xxxxxxxxxx )
Xxxx X Xxxxxx 0 )
Xxxxxxxxx 000000 )
Facsimile Number: 362 29D9 )
Attn: Xx Xxxx Song Hwee )
)
in the presence of: Xxxxxxx Xxxx ) /s/ XXXXXXX XXXX
) ----------------------
SIGNED by CHUM BEE CHOO (MISS) ) /s/ CHUM BEE CHOO
DIRECTOR (INVESTMENT) ) ----------------------
POSBANK )
for and on behalf of )
POST OFFICE BANK OF )
SINGAPORE )
Address: 00 Xxxx Xxxxx Xxxx )
POSB Centre )
Xxxxxxxxx 000000 )
Telex Number: RS 25450 )
Facsimile Number: 339 1479 )
Attn: Ms Eu Chin Fen )
in the presence of: Eu Chin Fen (Miss) ) /s/ EU CHIN FEN
Ag. Assistant Manager (Credit) ) ----------------------
