Exhibit 6.5
[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 28 SEPTEMBER 2000
We refer to the above agreement (the "CREDIT AGREEMENT") made between (1)
the Borrower, as borrower, (2) ABN AMRO Bank N.V., Singapore Branch, Citibank,
N.A., Singapore Branch, United Overseas Bank Limited (formerly known as Overseas
Union Bank Limited), Sumitomo Mitsui Banking Corporation, Singapore Branch
(formerly known as The Sumitomo Bank, Limited, Singapore Branch),
Oversea-Chinese Banking Corporation Limited, Industrial And Commercial Bank Of
China, Singapore Branch and Commerzbank Aktiengesellschaft, Singapore Branch, as
lead arrangers, (3) The Bank of Tokyo-Mitsubishi, Ltd., Singapore Branch, UFJ
Bank Limited, Singapore Branch (formerly known as The Sanwa Bank Limited,
Singapore Branch), Mizuho Corporate Bank Limited, Singapore Branch (formerly
known as The Industrial Bank of Japan, Limited, Singapore Branch), The
Norinchukin Bank, Singapore Branch and Credit Lyonnais, Singapore Branch, as
arrangers, (4) The Hongkong and Shanghai Banking Corporation Limited, as
co-arranger, (5) Bayerische Landesbank Girozentrale, Singapore Branch, as lead
manager, (6) Westdeutsche Landesbank Girozentrale, Singapore Branch, as manager,
(7) the Guarantor Banks named therein, as guarantor banks, (8) the Lending Banks
named therein, as lending banks, (9) ABN AMRO Bank N.V., as agent, and (10) ABN
AMRO Bank N.V., Singapore Branch (the "SECURITY TRUSTEE"), as security trustee.
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(A)(15)(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(A)(15)(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 to
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 Security Trustee (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 Security Trustee to subordinate therein amounts
owing by the Borrower to CSM solely under the CSM Loan Agreement (as
defined in the Subordination Agreement)";
(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; and
(3) to amend the provisions of Clause 16(A)(12) of the Credit Agreement to
include the words "without prejudice to the provisions of the
Subordination Agreement" in the beginning of that Clause."
The above consents are subject to the Security Trustee 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 security trustee for the Banks (as defined in the Credit Agreement)
By: /s/ Xxxxxx X Xxxx/Xxxxxx Xxxx
Name: Xxxxxx X Xxxx/Xxxxxx Xxxx
Title: Vice President/ Asst. Vice President
Agency Asia
