EXHIBIT 6.3
[Under the letterhead of ABN AMRO Bank N.V., Singapore Branch]
To: Chartered Silicon Partners Pte Ltd
00 Xxxxxxxxx Xxxxxxxxxx Xxxx X
Xxxxxx 0
Xxxxxxxxx 000000
(the "BORROWER")
Attention: The Legal Department
26 June 2002
Dear Sirs,
CHARTERED SILICON PARTNERS PTE LTD
CREDIT AGREEMENT DATED 12 MARCH 1998
(AS AMENDED, MODIFIED AND SUPPLEMENTED BY
(1) A FIRST SUPPLEMENTAL AGREEMENT DATED 14 DECEMBER 1998, (2) A
SECOND SUPPLEMENTAL AGREEMENT DATED 9 NOVEMBER 1999, (3) A THIRD
SUPPLEMENTAL AGREEMENT DATED 14 DECEMBER 2000 AND (4) A FOURTH
SUPPLEMENTAL AGREEMENT DATED 21 MAY 2002)
We refer to the above agreement (the "CREDIT AGREEMENT", which expression
shall include the Credit Agreement as amended, modified and supplemented by the
First Supplemental Agreement dated 14 December 1998 made between the parties to
the Credit Agreement, the Second Supplemental Agreement dated 9 November 1999
made between the parties to the Credit Agreement, the Third Supplemental
Agreement dated 14 December 2000 made between the parties to the Credit
Agreement and ABN AMRO Bank N.V., Singapore Branch (the "SECURITY TRUSTEE"), as
security trustee, and the Fourth Supplemental Agreement dated 21 May 2002 made
between the parties to the Credit Agreement and the Security Trustee) made
between (a) the Borrower, as borrower, (b) ABN AMRO Bank N.V., Singapore Branch,
Bayerische Landesbank Girozentrale, Singapore Branch, Citibank, N.A., Singapore
Branch, United Overseas Bank Limited (formerly known as Overseas Union Bank
Limited) and Sumitomo Mitsui Banking Corporation, Singapore Branch (formerly
known as The Sumitomo Bank, Limited), as arrangers, (c) Oversea-Chinese Banking
Corporation Limited, as senior lead manager, (d) The Bank of Tokyo-Mitsubishi,
Ltd., Singapore Branch, as lead manager, (e) UFJ Bank Limited, Singapore Branch
(formerly known as The Sanwa Bank Limited, Singapore Branch), as manager, (f)
the Guarantor Banks named therein, as guarantor banks, (g) the Lending Banks
named therein, as lending banks and (h) ABN AMRO Bank N.V., Singapore Branch
(the "AGENT"), as agent.
Terms defined in the Credit Agreement have the same meaning herein.
In Clause 1(A) of the Credit Agreement, the definition of "Net Worth" is
defined in paragraph (3) thereof to include the aggregate outstanding amount of
all indebtedness of the Borrower to the Shareholders or any related corporation
of the Borrower which are subordinated to
the Borrower's obligations under the Financing Documents (either pursuant to the
Shareholders Undertaking or otherwise in a manner and on terms satisfactory to
the Majority Banks).
We understand that the Borrower has requested that in order to enable it to
comply with the financial covenant set out in Clause 16(16)(a) of the Credit
Agreement, it has proposed to include certain sums owing by it as receivables to
CSM for the purposes of the computation of "Net Worth" referred to in Clause
16(16)(a) of the Credit Agreement.
It is noted that this will be achieved by converting receivables into
loan(s) from CSM to the Borrower, which loan(s) shall then be subordinated to
the Borrower's obligations under the Financing Documents in accordance with the
terms of the Subordination Agreement (as hereinafter defined).
This letter confirms that all the Majority Banks have approved the terms of
a subordination agreement to be executed by the Borrower and CSM in favour of
the Agent (the "SUBORDINATION AGREEMENT") in the form set out in the Schedule
hereto for the purposes of the subordination of the aforesaid loan(s).
This letter also confirms that the Majority Banks have agreed: (1) to
include the following additional definition in the Credit Agreement:
""SUBORDINATION AGREEMENT" means an agreement made or to be made between
CSM, the Borrower and the Agent to subordinate therein amounts owing by the
Borrower to CSM solely under the CSM Loan Agreement (as defined in the
Subordination Agreement)"; and
(2) to amend the definition of "Financing Documents" in Clause 1(A) of the
Credit Agreement to include the Subordination Agreement as a Financing
Document."
The above consents are subject to the Agent having received the following
documents:
(1) the Subordination Agreement executed by the Borrower and CSM;
(2) a certified true copy of the executed loan agreement between CSM and
the Borrower evidencing the indebtedness to be subordinated pursuant
to the Subordination Agreement;
(3) a copy, certified true by an authorised officer of each of the
Borrower and CSM as being in full force and effect on the date
thereof, of:
(a) all actions required to be taken by each of the Borrower and CSM
(a) authorising the entry into of the Subordination Agreement and
(b) authorising appropriate persons to execute and deliver the
Subordination Agreement on behalf of the
Borrower or, as the case may be, CSM and to take any action
contemplated in the Subordination Agreement; and
(b) all necessary consents required by each of the Borrower and CSM
for the execution, delivery and performance of the Subordination
Agreement or, if no such consents are necessary, a certificate to
that effect from a person duly authorised by each of the Borrower
and CSM so to certify; and
(4) specimen signatures of the respective persons referred to in paragraph
(3) above, duly certified, together with certificates of incumbency,
also duly certified, in respect of each such person.
A person who is not a party to this letter has no right under the Contracts
(Rights of Third Parties) Xxx 0000 to enforce or enjoy the benefit of any term
of this letter.
Save as expressly provided in this letter, the Financing Documents remain
and shall continue in full force and effect.
This letter shall be governed by, and construed in accordance with,
Singapore law.
Dated 26 June 2002.
Yours faithfully,
for and behalf of
ABN AMRO BANK N.V., Singapore Branch
as agent for the Banks (as defined in the Credit Agreement)
By: /s/ Xxxxxx X Xxxx/Xxxxxx Xxxx
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Name: Xxxxxx X Xxxx/Xxxxxx Xxxx
Title: Vice President/ Asst. Vice President
Agency Asia
