EXHIBIT 6.1
DATED 21 MAY, 2002
CHARTERED SILICON PARTNERS PTE LTD
AS BORROWER
ABN AMRO BANK N.V., SINGAPORE BRANCH
BAYERISCHE LANDESBANK GIROZENTRALE, SINGAPORE BRANCH
CITIBANK, N.A., SINGAPORE
OVERSEAS UNION BANK LIMITED
SUMITOMO MITSUI BANKING CORPORATION LIMITED, SINGAPORE BRANCH
(FORMERLY KNOWN AS THE SUMITOMO BANK, LIMITED)
AS ARRANGERS
OVERSEA-CHINESE BANKING CORPORATION LIMITED
AS SENIOR LEAD MANAGER
THE BANK OF TOKYO-MITSUBISHI, LTD., SINGAPORE BRANCH
AS LEAD MANAGER
THE SANWA BANK LIMITED, SINGAPORE BRANCH
AS MANAGER
ABN AMRO BANK N.V., SINGAPORE BRANCH
BAYERISCHE LANDESBANK GIROZENTRALE, SINGAPORE BRANCH
CITIBANK, N.A., SINGAPORE
OVERSEAS UNION BANK LIMITED
SUMITOMO MITSUI BANKING CORPORATION LIMITED, SINGAPORE BRANCH
(FORMERLY KNOWN AS THE SUMITOMO BANK, LIMITED)
THE SANWA BANK LIMITED, SINGAPORE BRANCH
THE BANK OF TOKYO-MITSUBISHI, LTD., SINGAPORE BRANCH
OVERSEA-CHINESE BANKING CORPORATION LIMITED
AS GUARANTOR BANKS
ABN AMRO BANK N.V., SINGAPORE BRANCH
BAYERISCHE LANDESBANK GIROZENTRALE, SINGAPORE BRANCH
CITIBANK, N.A., SINGAPORE
OVERSEAS UNION BANK LIMITED
SUMITOMO MITSUI BANKING CORPORATION LIMITED, SINGAPORE BRANCH
(FORMERLY KNOWN AS THE SUMITOMO BANK, LIMITED)
THE BANK OF TOKYO-MITSUBISHI, LTD., SINGAPORE BRANCH
OVERSEA-CHINESE BANKING CORPORATION LIMITED
AS LENDING BANKS
ABN AMRO BANK N.V., SINGAPORE BRANCH
AS AGENT
- AND -
ABN AMRO BANK N.V., SINGAPORE BRANCH
AS SECURITY TRUSTEE
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FOURTH SUPPLEMENTAL AGREEMENT
(RELATING TO THE CREDIT AGREEMENT DATED 12TH MARCH, 1998
AS SUPPLEMENTED BY
(1) THE FIRST SUPPLEMENTAL AGREEMENT DATED 14TH DECEMBER, 1998;
(2) THE SECOND SUPPLEMENTAL AGREEMENT DATED 9TH NOVEMBER, 1999; AND
(3) THE THIRD SUPPLEMENTAL AGREEMENT DATED 14TH DECEMBER, 2000)
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XXXXX & XXXXXXXX,
00, XXXXXXXX XXXX, #00-00,
XXXX XXXXX,
XXXXXXXXX 000000.
C O N T E N T S
CLAUSE HEADING PAGE
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1. INTERPRETATION 2
2. AMENDMENTS TO THE CREDIT AGREEMENT 3
3. NEW EDB GUARANTEE 3
4. REPRESENTATIONS AND WARRANTIES 3
5. EXPENSES AND STAMP DUTY 4
6. GOVERNING LAW 4
SCHEDULE 1 - BANKS 5
SCHEDULE 2 - CONDITIONS PRECEDENT 6
APPENDIX - FORM OF NEW EDB GUARANTEE 7
T H I S F O U R T H S U P P L E M E N T A L A G R E E M E N T is
made on 21 MAY, 0000 X X X X X X N:-
(1) CHARTERED SILICON PARTNERS PTE LTD (the "Borrower");
(2) ABN AMRO BANK N.V., SINGAPORE BRANCH, BAYERISCHE LANDESBANK GIROZENTRALE,
SINGAPORE BRANCH, CITIBANK, N.A., SINGAPORE, OVERSEAS UNION BANK LIMITED
and SUMITOMO MITSUI BANKING CORPORATION LIMITED, SINGAPORE BRANCH (formerly
known as THE SUMITOMO BANK, LIMITED) (the "Arrangers");
(3) THE SEVERAL BANKS AND FINANCIAL INSTITUTIONS named in Part A of Schedule 1
(the "Guarantor Banks");
(4) THE SEVERAL BANKS AND FINANCIAL INSTITUTIONS named in Part B of Schedule 1
(the "Lending Banks");
(5) ABN AMRO BANK N.V., SINGAPORE BRANCH, as agent for and on behalf of the
Banks (as defined in the Credit Agreement referred to below) (in such
capacity, the "Agent", which expression shall include any of its successors
in such capacity); and
(6) ABN AMRO BANK N.V., SINGAPORE BRANCH, as security trustee for the Banks (as
defined in the Credit Agreement referred to below) (in such capacity, the
"Security Trustee", which expression shall include any of its successors in
such capacity),
and amends a Credit Agreement (the "Credit Agreement") dated 12th March, 1998
made between (1) the Borrower, as borrower, (2) the Arrangers, as arrangers, (3)
the Guarantor Banks named therein, as guarantor banks, (4) the Lending Banks
named therein, as lending banks and (5) the Agent, as agent, as supplemented by
(i) a first supplemental agreement (the "First Supplemental Agreement") dated
14th December, 1998 made between the parties to the Credit Agreement, (ii) a
second supplemental agreement (the "Second Supplemental Agreement") dated 9th
November, 1999 made between the parties to the Credit Agreement and (iii) a
third supplemental agreement (the "Third Supplemental Agreement") dated 14th
December, 2000 made between the parties to the Credit Agreement and the Security
Trustee, as security trustee.
W H E R E A S:-
(A) Pursuant to the Credit Agreement, (1) the Guarantor Banks agreed to grant
to the Borrower a S$236,800,000 guarantee facility and (2) the Lending Banks
agreed to grant to the Borrower a US$143,200,000 term loan facility, upon the
terms and subject to the conditions of the Credit Agreement.
(B) Pursuant to the First Supplemental Agreement, the Borrower, the Arrangers,
the Guarantor Banks, the Lending Banks and the Agent have agreed to amend the
Credit Agreement, on the terms and subject to the conditions of the First
Supplemental Agreement.
(C) Pursuant to the Second Supplemental Agreement, the Borrower, the Arrangers,
the Guarantor Banks, the Lending Banks and the Agent have agreed to amend
the Credit Agreement, on the terms and subject to the conditions of the Second
Supplemental Agreement.
(D) Pursuant to the Third Supplemental Agreement, the Borrower, the Arrangers,
the Guarantor Banks, the Lending Banks, the Agent and the Security Trustee have
agreed to restate the Credit Agreement, on the terms and subject to the
conditions of the Third Supplemental Agreement.
(E) The Borrower, the Arrangers, the Guarantor Banks, the Lending Banks, the
Agent and the Security Trustee have agreed to amend certain provisions of the
Credit Agreement (as supplemented by the First Supplemental Agreement, the
Second Supplemental Agreement and the Third Supplemental Agreement) in the
manner, on the terms and subject to the conditions set out in this Supplemental
Agreement.
I T I S A G R E E D as follows:-
1. INTERPRETATION
(A) Definitions: In this Supplemental Agreement, except to the extent that the
context requires otherwise:-
"Effective Date" shall have the meaning ascribed to it in Clause 2(A);
"Existing EDB Guarantees" means:-
(1) the EDB Guarantee dated 10th December, 1999 issued by ABN AMRO Bank
N.V., Singapore Branch to EDB;
(2) the EDB Guarantee dated 10th December, 1999 issued by Bayerische
Landesbank Girozentrale, Singapore Branch to EDB;
(3) the EDB Guarantee dated 3rd December, 1999 issued by Citibank, N.A.,
Singapore to EDB;
(4) the EDB Guarantee dated 10th December, 1999 issued by Overseas Union
Bank Limited to EDB;
(5) the EDB Guarantee dated 10th December, 1999 issued by The Sumitomo
Bank Limited, Singapore Branch to EDB;
(6) the EDB Guarantee dated 3rd December, 1999 issued by The Sanwa Bank
Limited, Singapore Branch to EDB;
(7) the EDB Guarantee dated 10th December, 1999 issued by The Bank of
Tokyo-Mitsubishi, Ltd., Singapore Branch to EDB; and
(8) the EDB Guarantee dated 18th May, 2001 issued by Oversea-Chinese
Banking Corporation Limited to EDB; and
"New EDB Guarantee" means a guarantee from the Guarantor Banks in favour of
EDB, substantially in the form of the Appendix.
2
(B) Construction of Certain References: All terms and references used in the
Credit Agreement and which are defined or construed in the Credit Agreement but
are not defined or construed in this Supplemental Agreement shall have the same
meaning and construction in this Supplemental Agreement. All references in this
Supplemental Agreement to the Credit Agreement shall be to the Credit Agreement
as amended, supplemented or modified by the First Supplemental Agreement, the
Second Supplemental Agreement and the Third Supplemental Agreement.
(C) Miscellaneous: The headings in this Supplemental Agreement are inserted for
convenience only and shall be ignored in construing this Supplemental Agreement.
Unless otherwise stated, references to "Appendix", "Clauses" and "Schedules" are
to be construed as references to the appendix to, the clauses of, and the
schedules to, this Supplemental Agreement.
2. AMENDMENTS TO THE CREDIT AGREEMENT
The parties to this Supplemental Agreement agree that with effect from the
date on which the Agent is satisfied that the conditions precedent in Schedule 2
to this Supplemental Agreement have been fulfilled (or such other date as may be
agreed between the Borrower and the Agent) (the "Effective Date"), the Credit
Agreement (as supplemented by the First Supplemental Agreement, the Second
Supplemental Agreement and the Third Supplemental Agreement) shall be amended by
deleting the definition of "EDB Guarantee" and replacing it with the following:-
""EDB Guarantee" means a guarantee from the Guarantor Banks in favour of
EDB, substantially in the form of Appendix A (and reference to the EDB
Guarantee shall include the EDB Guarantee as from time to time amended,
modified, supplemented or superceded and any document which amends,
modifies, supplements or supercedes the EDB Guarantee);"
3. NEW EDB GUARANTEE
The parties agree that the New EDB Guarantee shall, following its execution
and delivery by the Guarantor Banks in exchange for the cancellation of the
Existing EDB Guarantees, be deemed for all intents and purposes to be the EDB
Guarantee.
4. REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to and for the benefit of each of the
other parties to this Supplemental Agreement that:-
(1) all action, conditions and things required to be taken, fulfilled and
done (including the obtaining of any necessary consents, if
applicable) in order (a) to enable it lawfully to enter into, exercise
its rights and perform and comply with its obligations under this
Supplemental Agreement and (b) to make this Supplemental Agreement
admissible in evidence in the courts of Singapore, have been taken,
fulfilled and done;
(2) its entry into, exercise of its rights and/or performance of or
compliance with its obligations under this Supplemental Agreement,
3
do not and will not violate (a) any law to which it is subject or (b)
any provision of its Memorandum and Articles of Association; and
(3) this Supplemental Agreement constitutes its valid, binding and
enforceable obligations in accordance with their respective terms.
5. EXPENSES AND STAMP DUTY
The Borrower shall pay:-
(1) on demand, all costs and expenses (including legal fees and all goods
and services, value added and other duties or taxes payable on such
costs and expenses) reasonably incurred by the Agent in connection
with the preparation, negotiation and entry into of this Supplemental
Agreement; and
(2) promptly, and in any event before any penalty becomes payable, any
stamp, goods and services, value added, documentary or similar duty or
tax payable in connection with the entry into, performance,
enforcement and admissibility in evidence of this Supplemental
Agreement, and shall indemnify the Agent and the Banks against any
liability with respect to or resulting from any delay in paying or
omission to pay any such tax.
6. GOVERNING LAW
This Supplemental Agreement shall be governed by, and construed in
accordance with, the laws of Singapore.
4
S C H E D U L E 1
BANKS
Part A - Guarantor Banks
1. ABN AMRO Bank, N.V., Singapore Branch
2. Bayerische Landesbank Girozentrale, Singapore Branch
3. Citibank, N.A., Singapore
4. Overseas Union Bank Limited
5. Sumitomo Mitsui Banking Corporation, Singapore Branch (formerly known as
The Sumitomo Bank, Limited, Singapore Branch)
6. The Sanwa Bank Limited, Singapore Branch
7. The Bank of Tokyo-Mitsubishi, Ltd., Singapore Branch
8. Oversea-Chinese Banking Corporation Limited
Part B - Lending Banks
1. ABN AMRO Bank, N.V., Singapore Branch
2. Bayerische Landesbank Girozentrale, Singapore Branch
3. Citibank, N.A., Singapore
4. Overseas Union Bank Limited
5. Sumitomo Mitsui Banking Corporation, Singapore Branch (formerly known as
The Sumitomo Bank, Limited, Singapore Branch)
6. The Bank of Tokyo-Mitsubishi, Ltd., Singapore Branch
7. Oversea-Chinese Banking Corporation Limited
5
S C H E D U L E 2
CONDITIONS PRECEDENT
1. A copy, certified true by an authorised officer of the Borrower as being in
full force and effect on the date thereof, of:-
(1) all actions required to be taken by the Borrower (a) authorising the
entry into of this Supplemental Agreement and (b) authorising
appropriate persons to execute and deliver this Supplemental Agreement
on behalf of the Borrower and to take any action contemplated in this
Supplemental Agreement; and
(2) all necessary consents required by the Borrower for the execution,
delivery and performance of this Supplemental Agreement or, if no such
consents are necessary, a certificate to that effect from a person
duly authorised by the Borrower so to certify.
2. Specimen signatures of the respective persons referred to in paragraph 1
above, duly certified, together with certificates of incumbency, also duly
certified, in respect of each such person.
3. A letter from Agilent Technologies Inc. ("ATI"), as guarantor under a
guarantee dated 9th November, 1999 (the "ATI Guarantee") in favour of and
addressed to the Agent, duly executed and delivered by ATI, consenting to the
amendments made or to be made to the Credit Agreement (as supplemented by the
First Supplemental Agreement, the Second Supplemental Agreement and the Third
Supplemental Agreement) pursuant to this Supplemental Agreement and confirming
that, inter alia, the ATI Guarantee shall remain in full force and effect in
such other form as may be approved by the Agent.
6
A P P E N D I X
FORM OF NEW EDB GUARANTEE
To: Economic Development Board
1. We refer to an EDB Loan Agreement (the "EDB Loan Agreement") dated
24th November, 1999 made between yourselves and Chartered Silicon Partners Pte
Ltd (the "Borrower") pursuant to which you have agreed to make available to the
Borrower a loan facility in an aggregate amount not exceeding S$450,000,000.
This Guarantee shall replace the following (the "Existing Guarantees"):-
(1) the EDB Guarantee dated 10th December, 1999 issued by ABN AMRO Bank
N.V., Singapore Branch to yourselves;
(2) the EDB Guarantee dated 10th December, 1999 issued by Bayerische
Landesbank Girozentrale, Singapore Branch to yourselves;
(3) the EDB Guarantee dated 3rd December, 1999 issued by Citibank, N.A.,
Singapore to yourselves;
(4) the EDB Guarantee dated 10th December, 1999 issued by Overseas Union
Bank Limited to yourselves;
(5) the EDB Guarantee dated 10th December, 1999 issued by The Sumitomo
Bank Limited, Singapore Branch to yourselves;
(6) the EDB Guarantee dated 3rd December, 1999 issued by The Sanwa Bank
Limited, Singapore Branch to yourselves;
(7) the EDB Guarantee dated 10th December, 1999 issued by The Bank of
Tokyo-Mitsubishi, Ltd., Singapore Branch to yourselves; and
(8) the EDB Guarantee dated 18th May, 2001 issued by Oversea-Chinese
Banking Corporation Limited to yourselves.
2. In consideration of your agreeing subject, inter alia, to the delivery of
this Guarantee to continue to accept liabilities under the EDB Loan Agreement
and to cancel and to return to the respective Guarantor Banks the relevant
Existing Guarantees and subject to the due observance of the provisions of
Clause 5 of the EDB Loan Agreement, we, the Guarantor Banks whose names appear
in the signature pages hereto unconditionally and irrevocably:-
(1) guarantee the payment by the Borrower of each amount which may from
time to time fall due to yourselves from the Borrower in respect of:-
(a) payments of principal advanced under the EDB Loan Agreement up to
a maximum aggregate amount at any time
7
equal to the Maximum Principal Liability (as defined below) at
that time;
(b) payments of interest under Clause 7.2 of the EDB Loan Agreement
but not including default interest under Clause 7.5 of the EDB
Loan Agreement, up to a maximum aggregate amount at any time
being the lesser of six months interest and the Maximum Interest
Liability (as defined below) at that time; and
(c) payments of default interest under Clause 7.5 of the EDB Loan
Agreement, up to a maximum aggregate amount at any time equal to
the Maximum Default Interest Liability (as defined below) at that
time,
and agree to pay to yourselves, within three Business Days (as such
term is defined in the EDB Loan Agreement) of demand by yourselves,
unless such demand is made on a day which is not a business day or
after 12.00 noon on any Business Day, in which event payment shall be
made within three Business Days from the next immediately succeeding
Business Day:-
(i) any and every sum or sums of money which the Borrower shall at
any time be liable to pay to yourselves under or pursuant to the
EDB Loan Agreement by way of principal and shall fail to pay on
the due date therein provided up to the Maximum Principal
Liability at that time;
(ii) any and every sum or sums which the Borrower shall at any time
be liable to pay to yourselves under or pursuant to Clause 7.2
of the EDB Loan Agreement by way of interest (but excluding
default interest under Clause 7.5 thereof), and shall fail to
pay on the due date therein provided up to the lesser of six
months interest and the Maximum Interest Liability at that time;
and
(iii) any and every sum or sums which the Borrower shall at any time
be liable to pay to yourselves under or pursuant to the EDB Loan
Agreement by way of default interest under Clause 7.5 thereof,
and shall fail to pay on the due date therein provided up to the
Maximum Default Interest Liability at that time; and
(2) agree as a primary obligation to indemnify yourselves on demand from
and against any loss, cost or expense incurred by yourselves as a
result of the obligations guaranteed pursuant hereto being or becoming
void, voidable, unenforceable or ineffective for any reason
whatsoever, whether or not known to yourselves, the amount of such
loss being the amount which you would otherwise have been entitled to
recover from ourselves.
3. The liability of each of us in respect of any sum at any time due to you
hereunder is several and shall be limited to the fraction of such sum which
appears opposite our respective names in Schedule 1 hereto.
8
4. The total amount at any time payable by us hereunder shall not exceed the
Maximum Aggregate Liability (as defined below) at that time. Notwithstanding the
foregoing, the total amount at any time payable by us hereunder in respect of
interest under Clause 7.2 of the EDB Loan Agreement shall not exceed the lesser
of six months interest and the Maximum Interest Liability at that time, the
total amount at any time payable by us hereunder in respect of default interest
under Clause 7.5 of the EDB Loan Agreement shall not exceed the Maximum Default
Interest Liability at that time and the total amount at any time payable by us
hereunder in respect of principal shall not exceed the Maximum Principal
Liability at that time, Provided that this Guarantee shall not extend to any
advances made by yourselves to the Borrower at any time after you have received
notice from ABN AMRO Bank N.V., Singapore Branch (the "Agent") of the occurrence
of an Event of Default (as defined in the Credit Agreement dated 12th March,
1998 made between (1) the Borrower, as borrower, (2) the Arrangers named
therein, as arrangers, (3) the Guarantor Banks named therein, as guarantor
banks, (4) the Lending Banks named therein, as lending banks and (5) the Agent,
as agent, as amended, modified or supplemented from time to time).
5. In this Guarantee:-
"Maximum Aggregate Liability" means, at any time during a Relevant Period,
the amount specified against that Relevant Period in column (2) of Schedule
2 hereto;
"Maximum Interest Liability" means, at any time during a Relevant Period,
the amount specified against that Relevant Period in column (3) of Schedule
2 hereto;
"Maximum Default Interest Liability" means, at any time during a Relevant
Period, the amount specified against that Relevant Period in column (4) of
Schedule 2 hereto;
"Maximum Principal Liability" means, at any time during a Relevant Period,
the amount specified against that Relevant Period in column (5) of Schedule
2 hereto; and
"Relevant Periods" means each of the periods specified as a Relevant Period
in column (1) of Schedule 2 hereto.
6. We each represent and warrant that we have full power to enter into this
Guarantee and have taken all necessary steps to authorise its execution on our
behalf and have obtained all necessary governmental and other consents required
to enable us each to perform our obligations hereunder and that this Guarantee
is legal, valid and binding on each of us.
7. This Guarantee shall be a continuing security and accordingly (1) shall
extend to cover the balance of principal due at any time from the Borrower to
you and (2) shall not be discharged by any intermediate payment or settlement of
account between the Borrower and yourselves.
8. (1) If any sum due and payable by any of us hereunder or under any order
or judgment given or made in relation hereto has to be converted from the
currency (the "First Currency") in which the same is payable hereunder or under
such order or judgment into another currency (the "Second Currency") for the
purpose of (a) making or filing a claim or
9
proof against us whether in our liquidation or otherwise, (b) obtaining an order
or judgment in any court or other tribunal or (c) enforcing any order or
judgment given or made in relation hereto, that such of us that is so obliged to
pay such sum shall indemnify and hold harmless each of the persons to whom such
sum is due and payable from and against any loss suffered as a result of any
discrepancy between (i) the rate of exchange used for such purpose to convert
the sum in question from the First Currency into the Second Currency and (ii)
the rate or rates of exchange at which such person may in the ordinary course of
business purchase the First Currency with the Second Currency upon receipt by it
of a sum paid to it in satisfaction, in whole or in part, of any such order,
judgment, claim or proof.
(2) The foregoing indemnity shall constitute a separate obligation
distinct from our other respective obligations hereunder and shall survive the
giving or making of any order or judgment in relation to all or any of such
other obligations.
9. Each time you make an advance to the Borrower pursuant to the provisions of
the EDB Loan Agreement or receive a repayment or prepayment of principal
thereunder, upon request by the Borrower, you shall notify us in writing of the
principal amount and date of such advance or, as the case may be, repayment or
prepayment, and of the then revised outstanding balance of principal. We hereby
agree that a certificate from yourselves as to the amount due from the Borrower
by way of principal or interest under the EDB Loan Agreement at the date of such
certificate shall, in the absence of manifest error, be conclusive and binding
on us for all purposes and we further agree to cause the Agent to promptly
notify you of the occurrence of any Event of Default under the Credit Agreement
whereby the Advances made thereunder are declared immediately due and payable.
10. Any demand to be made on us hereunder shall be made by telex or letter to
our agent, ABN AMRO Bank N.V., Singapore Branch (the "Agent"), at 00,
Xxxxxx Xxxxxx, 00xx Xxxxx, Xxxxxxxxx 000000, Telex Number RS 24396 and shall
specify whether such demand is made in respect of principal or interest and, if
both, the respective amounts of such claim and, where such demand is made in
respect of interest, the period in respect of which such claim is made. Such
demand shall also specify, if relevant, the provision of Clause 15.2 pursuant to
which indebtedness under the EDB Loan Agreement was accelerated. You shall be
entitled to make any number of demands on us hereunder.
11. This Guarantee shall remain in full force and effect until the earlier of
(1) the date on which you certify that there is no amount owing, due or payable
by the Borrower to yourselves by way of principal under the EDB Loan Agreement
and no amounts of interest accrued but unpaid, a copy of which certification
shall be sent to the Agent, and (2) 30th June, 2006 or, if such day is not a
Business Day, the immediately preceding Business Day.
12. This Guarantee may be executed by each party hereto on separate
counterparts, each of which shall be binding on such party and all of which
shall constitute one and the same document.
13. This Guarantee shall be governed by, and construed in accordance with, the
laws of Singapore.
10
IN W I T N E S S W H E R E O F this Guarantee has been entered
into on , 2001.
ABN AMRO BANK N.V., SINGAPORE BRANCH,
By: /s/ Xxxxxxxx Xxxx/XX Xxxxxxxxxxx
-------------------------------------
Name: Xxxxxxxx Xxxx/XX Xxxxxxxxxxx
-------------------------------------
Title: Vice President/Senior Vice PResident
-------------------------------------
BAYERISCHE LANDESBANK GIROZENTRALE, SINGAPORE BRANCH
By: /s/ Xxx Xxx Yue/Xx Xxxxx Inn
-------------------------------------
Name: Xxx Xxx Yue/Xx Xxxxx Inn
-------------------------------------
Title: AVP/VP
-------------------------------------
CITIBANK, N.A., SINGAPORE BRANCH,
By: /s/ Xxxxx Xxxx
----------------------------
Name: Xxxxx Xxxx
----------------------------
Title: Managing Director
----------------------------
OVERSEAS UNION BANK LIMITED,
By: /s/ Mr Wee Joo Yeow
----------------------------
Name: Mr Wee Joo Yeow
----------------------------
Title: Executive Vice President
----------------------------
11
SUMITOMO MITSUI BANKING CORPORATION,
SINGAPORE BRANCH
By: /s/ Xxxxxxxxxx Xxxx
----------------------------
Name: Xxxxxxxxxx Xxxx
----------------------------
Title: Joint General Manager
----------------------------
THE SANWA BANK, LIMITED, SINGAPORE BRANCH
By: /s/ Ong Say Chong
----------------------------
Name: Ong Say Chong
----------------------------
Title: Assistant General Manager
----------------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.,
SINGAPORE BRANCH
By: /s/ Xxxxxxxxx Xxxxx
----------------------------
Name: Xxxxxxxxx Xxxxx
----------------------------
Title: Deputy General Manager
----------------------------
OVERSEA-CHINESE BANKING CORPORATION
LIMITED
By: /s/ Xxxxxx X. X. Xxx
----------------------------------------
Name: Xxxxxx X. X. Xxx
----------------------------------------
Title: Head, Corporate & Institutional Banking
----------------------------------------
12
S C H E D U L E 1
------------------
Guarantor Bank Fraction
-------------- --------
(1) ABN Amro Bank N.V.,
Singapore Branch 37.4/236.8
(2) Bayerische Landesbank Girozentrale,
Singapore Branch 37.4/236.8
(3) Citibank, N.A.,
Singapore Branch 37.4/236.8
(4) Overseas Union Bank Limited 40.7/236.8
(5) Sumitomo Mitsui Banking Corporation,
Singapore Branch (formerly known as
The Sumitomo Bank, Limited,
Singapore Branch) 37.4/236.8
(6) The Sanwa Bank, Limited,
Singapore Branch 16.5/236.8
(7) The Bank of Tokyo-Mitsubishi, Ltd.,
Singapore Branch 15/236.8
(8) Oversea-Chinese Banking Corporation
Limited 15/236.8
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S C H E D U L E 2
------------------
==============================================================================================================================
Relevant Period Maximum Aggregate Maximum Interest Maximum Default Maximum Principal
Liability Liability Interest Liability Liability
------------------------------------------------------------------------------------------------------------------------------
Date of first advance under
the EDB Loan Agreement to
X* 236,783,150 4,820,548 6,962,602 225,000,000
------------------------------------------------------------------------------------------------------------------------------
X + 1 day
to X + 6 months 210,945,838 4,741,952 6,203,886 200,000,000
------------------------------------------------------------------------------------------------------------------------------
X + 6 months + 1 day to X
+ 12 months 184,717,445 4,284,932 5,432,513 175,000,000
------------------------------------------------------------------------------------------------------------------------------
X + 12 months + 1 day to X
+ 18 months 158,345,091 3,688,185 4,656,906 150,000,000
------------------------------------------------------------------------------------------------------------------------------
X + 18 months + 1 day to X
+ 24 months 132,098,702 3,213,699 3,885,003 125,000,000
------------------------------------------------------------------------------------------------------------------------------
X + 24 months + 1 day to X
+ 30 months 105,759,340 2,648,973 3,110,367 100,000,000
------------------------------------------------------------------------------------------------------------------------------
X + 30 months + 1 day to X
+ 36 months 79,479,960 2,142,466 2,337,494 75,000,000
------------------------------------------------------------------------------------------------------------------------------
X + 36 months + 1 day to X
+ 42 months 53,143,596 1,580,651 1,562,945 50,000,000
------------------------------------------------------------------------------------------------------------------------------
X + 42 months + 1 day to X
+ 48 months 26,861,217 1,071,233 789,984 25,000,000
------------------------------------------------------------------------------------------------------------------------------
14
------------------------------------------------------------------------------------------------------------------------------
25,542,849 and 25,000,000 and
upon repayment upon repayment
X + 48 months + 1 day to in full of the 526,884 15,965 in full of the
earlier of (X + 54 months and principal principal
30th June, 2006) instalments of instalment of
the EDB Loan on the EDB Loan on
X + 48 months, X + 48 months,
542,849 0
------------------------------------------------------------------------------------------------------------------------------
----------
* "X" means the date of the first repayment of principal under the EDB Loan
Agreement (being not later than 31st March, 2002).
15
I N W I T N E S S W H E R E O F this Supplemental Agreement has been
-----------------------------------
entered into on the date stated at the beginning.
The Borrower
------------
CHARTERED SILICON PARTNERS PTE LTD
60, Xxxxxxxxx Xxxxxxxxxx Xxxx X,
Xxxxxx 0,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Legal Department
By: /s/ Xxxxxx Xxxx De-Dui Witness: /s/ Xxxxx Xxx See Sin
-------------------------- ---------------------------------------
Name: Xxxxxx Xxxx De-Dui Name: Xxxxx Xxx See Sin
-------------------------- ---------------------------------------
Title: General Manager Address: 00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
-------------------------- ---------------------------------------
Xxxxxx 0, Xxxxxxxxx 000000
---------------------------------------
The Arrangers
-------------
ABN AMRO BANK N.V.,
SINGAPORE BRANCH
00, Xxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxxxxxx Xxxx/Xx Xxxxxx Xxxx
By: /s/ Xxxxxxxx Xxxx/ XX Xxxxxxxxxxx Witness: /s/ Serene Chee
------------------------------------- ---------------
Name: Xxxxxxxx Xxxx/ XX Xxxxxxxxxxx Name: Serene Chee
------------------------------------- --------------------------
Title: Vice President/ Senior Vice President Address: 00 Xxxxxx Xxxxxx S(049514)
------------------------------------- --------------------------
00
XXXXXXXXXX XXXXXXXXXX XXXXXXXXXXXX,
XXXXXXXXX BRANCH
000, Xxxxx Xxxx, #00-00,
Xxx Xxxxxxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Mr Stefan Hattenkofer/Xx Xx Xxxxx Inn
By: /s/ Xxx Xxx Yue/ Xx Xxxxx Inn Witness: /s/ Xxxxxxx Xxxxx
----------------------------- ----------------------------
Name: Xxx Xxx Xxx/ Xx Xxxxx Inn Name: Xxxxxxx Xxxxx
----------------------------- ----------------------------
Title: AVP/VP Address: 000 Xxxxx Xx #00-00
----------------------------- ----------------------------
The Concourse Singapore 0719
----------------------------
CITIBANK, N.A., SINGAPORE
0 Xxxxxxx Xxxxxx
#00-00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxxx Xxxx/ Xx Xxx Xxxxx Xxxx
By: /s/ Xxxxx Xxxx
-----------------------------
Name: Xxxxx Xxxx
-----------------------------
Title: Managing Director
-----------------------------
17
OVERSEAS UNION BANK LIMITED
0, Xxxxxxx Xxxxx, 00xx Xxxxx,
XXX Xxxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxx Soo Suang/Xx Xxxxx Xx
By: /s/ Mr Wee Joo Yeow
------------------------
Name: Mr Wee Joo Yeow
------------------------
Title: Executive Vice President
------------------------
SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH
0 Xxxxxxx Xxxxxx
#00-00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax Number: 000 0000
Attention: Xx Xxxx Xxxxxx/Xx Xxxxxx Tan
By: /s/ Xxxxxxxxxx Xxxx
------------------------
Name: Xxxxxxxxxx Xxxx
------------------------
Title: Joint General Manager
------------------------
18
Guarantor Banks
---------------
ABN AMRO BANK N.V.,
SINGAPORE BRANCH
00, Xxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxx 000000.
Tel Number : 000 0000
Fax Number: 000 0000
Attention: Xx Xxxxxxxx Xxxx/Xx Xxxxxx Xxxx
By: /s/ Xxxxxxxx Xxxx/ XX Xxxxxxxxxxx Witness: /s/ Serene Chee
------------------------------------- ----------------------------
Name: Xxxxxxxx Xxxx/ XX Xxxxxxxxxxx Name: Serene Chee
------------------------------------- ----------------------------
Title: Vice President/ Senior Vice President Address: 00 Xxxxxx Xxxxxx S(049514)
------------------------------------- ----------------------------
BAYERISCHE LANDESBANK GIROZENTRALE,
SINGAPORE BRANCH
000, Xxxxx Xxxx, #00-00,
Xxx Xxxxxxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xx Xxxxx Inn
By: /s/ Xxx Xxx Yue/ Xx Xxxxx Inn Witness: /s/ Xxxxxxx Xxxxx
----------------------------- ----------------------------
Name: Xxx Xxx Xxx/ Xx Xxxxx Inn Name: Xxxxxxx Xxxxx
----------------------------- ----------------------------
Title: AVP/VP Address: 000 Xxxxx Xx #00-00
----------------------------- ----------------------------
The Concourse Singapore 0719
----------------------------
19
CITIBANK, N.A., SINGAPORE
0 Xxxxxxx Xxxxxx
#00-00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax Number: 000 0000
Attention: Xx Xxxxx Xxxx/ Xx Xxx Xxxxx Xxxx
By: /s/ Xxxxx Xxxx
------------------------
Name: Xxxxx Xxxx
------------------------
Title: Managing Director
------------------------
OVERSEAS UNION BANK LIMITED
0, Xxxxxxx Xxxxx, 00xx Xxxxx,
XXX Xxxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxx Soo Suang/Xx Xxxxx Xx
By: /s/ Mr Wee Joo Yeow
------------------------
Name: Mr Wee Joo Yeow
------------------------
Title: Executive Vice President
------------------------
20
SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH
0 Xxxxxxx Xxxxxx
#00-00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax Number: 000 0000
Attention: Xx Xxxx Xxxxxx/Xx Xxxxxx Tan
By: /s/ Xxxxxxxxxx Xxxx
-------------------------
Name: Xxxxxxxxxx Xxxx
-------------------------
Title: Joint General Manager
-------------------------
THE SANWA BANK LIMITED,
SINGAPORE BRANCH
6, Raffles Quay, #24-01,
Xxxx Xxxxxxx Xxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxx Soh Wah/Xx Xxxxx Xxx
By: /s/ Ong Say Chong
-------------------------
Name: Ong Say Chong
-------------------------
Title: Assistant General Manager
-------------------------
21
THE BANK OF TOKYO-MITSUBISHI, LTD.,
SINGAPORE BRANCH
0, Xxxxxxx Xxxxx, #00-00,
Xxxxxxxx Xxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxx Xxx/Xx Xxx Tee Xxxx
By: /s/ Xxxxxxxxx Xxxxx
---------------------------------------
Name: Xxxxxxxxx Xxxxx
---------------------------------------
Title: Deputy General Manager
---------------------------------------
OVERSEA-CHINESE BANKING CORPORATION LIMITED
00, Xxxxxx Xxxxxx,
XXXX Xxxxxx #00-00,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxx Swee Kian
By: /s/ Xxxxxx X. X. Xxx
---------------------------------------
Name: Xxxxxx X. X. Xxx
---------------------------------------
Title: Head, Corporate & Institutional Banking
---------------------------------------
22
The Lending Banks
-----------------
ABN AMRO BANK N.V.,
SINGAPORE BRANCH
00, Xxxxxx Xxxxxx, 0xx Xxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxxxxxx Xxxx/Xx Xxxxxx Xxxx
By: /s/ Xxxxxxxx Xxxx/ XX Xxxxxxxxxxx Witness: /s/ Serene Chee
------------------------------------- --------------------------
Name: Xxxxxxxx Xxxx/ XX Xxxxxxxxxxx Name: Serene Chee
------------------------------------- --------------------------
Title: Vice President/ Senior Vice President Address: 00 Xxxxxx Xxxxxx S(049514)
------------------------------------- --------------------------
BAYERISCHE LANDESBANK GIROZENTRALE,
SINGAPORE BRANCH
000, Xxxxx Xxxx, #00-00,
Xxx Xxxxxxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xx Xxxxx Inn
By: /s/ Xxx Xxx Yue/ Xx Xxxxx Inn Witness: /s/ Xxxxxxx Xxxxx
----------------------------- ----------------------------
Name: Xxx Xxx Xxx/ Xx Xxxxx Inn Name: Xxxxxxx Xxxxx
----------------------------- ----------------------------
Title: AVP/VP Address: 000 Xxxxx Xx #00-00
----------------------------- ----------------------------
The Concourse Singapore 0719
----------------------------
23
CITIBANK, N.A., SINGAPORE
0 Xxxxxxx Xxxxxx
#00-00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxxx Xxxx/Xx Xxx Xxxxx Xxxx
By: /s/ Xxxxx Xxxx
-------------------------
Name: Xxxxx Xxxx
-------------------------
Title: Managing Director
-------------------------
OVERSEAS UNION BANK LIMITED
0, Xxxxxxx Xxxxx, 00xx Xxxxx,
XXX Xxxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxx Soo Suang/Xx Xxxxx Xx
By: /s/ Mr Wee Joo Yeow
-------------------------
Name: Mr Wee Joo Yeow
-------------------------
Title: Executive Vice President
-------------------------
24
SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH
0 Xxxxxxx Xxxxxx
#00-00 Xxxxxxxxxx Xxxxx
Xxxxxxxxx 000000
Fax Number: 000 0000
Attention: Xx Xxxx Xxxxxx/Xx Xxxxxx Tan
By: /s/ Xxxxxxxxxx Xxxx
----------------------
Name: Xxxxxxxxxx Xxxx
----------------------
Title: Joint General Manager
----------------------
THE BANK OF TOKYO-MITSUBISHI, LTD.,
SINGAPORE BRANCH
0, Xxxxxxx Xxxxx, #00-00,
Xxxxxxxx Xxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxx Xxxx Xxxx/Xx Xxxx Xxx
By: /s/ Xxxxxxxxx Xxxxx
-------------------
Name: Xxxxxxxxx Xxxxx
----------------------
Title: Deputy General Manager
----------------------
25
OVERSEA-CHINESE BANKING CORPORATION LIMITED
00, Xxxxxx Xxxxxx,
XXXX Xxxxxx #00-00,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xx Xxxx Swee Kian
By: /s/ Xxxxxx X. X. Xxx
---------------------------------------
Name: Xxxxxx X. X. Xxx
---------------------------------------
Title: Head, Corporate & Institutional Banking
---------------------------------------
The Agent
---------
ABN AMRO BANK N.V.,
SINGAPORE BRANCH
00, Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xxxxxxxx Xxxx/Xxxxxx Xxxx
By: /s/ Xxxxxx X. Xxxx Witness: /s/ Xxxxxx Xxxx
--------------------------------------- --------------------------
Name: Xxxxxx X. Xxxx Name: Xxxxxx Xxxx
--------------------------------------- --------------------------
Title: VP, Head Agency Asia Address: 00 Xxxxxx Xxxxxx, Xxxxx 00
--------------------------------------- --------------------------
26
The Security Trustee
--------------------
ABN AMRO BANK N.V.,
SINGAPORE BRANCH
00, Xxxxxx Xxxxxx, 00xx Xxxxx,
Xxxxxxxxx 000000.
Fax Number: 000 0000
Attention: Xxxxxxxx Xxxx/Xxxxxx Xxxx
By: /s/ Xxxxxx X. Xxxx Witness: /s/ Xxxxxx Xxxx
-------------------- --------------------------
Name: Xxxxxx X. Xxxx Name: Xxxxxx Xxxx
-------------------- --------------------------
Title: VP, Head Agency Asia Address: 00 Xxxxxx Xxxxxx, Xxxxx 00
-------------------- --------------------------
27
