EXHIBIT 99.4
EXECUTION COPY
September 2, 2002
Xxxxxxx Xxxxx (Singapore) Pte. Ltd.
0 Xxxxxxx Xxxxxx
#00-00 Xxxxxxxx Xxxxx
Xxxxxxxxx 000000
Re: Advisory Fee Arrangements
Ladies and Gentlemen:
In consideration of the advice on the structuring, planning and
execution of the Rights Offering described in the Underwriting Agreement, dated
September 2, 2002, by and between Chartered Semiconductor Manufacturing Ltd, a
corporation incorporated under the laws of Singapore (the "Company"), and
Xxxxxxx Xxxxx (Singapore) Pte. Ltd., as representative of the several
underwriters named in Schedule I thereto (the "Underwriting Agreement") provided
by Xxxxxxx Xxxxx (Singapore) Pte. Ltd. in its capacity as financial advisor to
the Company (the "Financial Advisor"), the Company agrees to pay to the
Financial Advisor, in Singapore dollars (unless the Company and the Financial
Advisor agree to payment in another currency) on the Closing Date, an advisory
fee of S$5,479,551.25 (the "Advisory Fee"). Based on exchange rates as of the
date hereof, and for reference purposes only, the translated amount of the
Advisory Fee is approximately US$3.1 million. The Advisory Fee shall be paid on
the Closing Date together with and in the same manner as the underwriting fees
and commissions payable under the Underwriting Agreement.
The Advisory Fee shall be paid to the Financial Advisor in accordance
with the previous paragraph whether or not the Underwriters shall be called upon
to purchase the full number of Underwritten Shares pursuant to the terms of the
Underwriting Agreement.
The Company and the Financial Advisor agree that all amounts payable
to the Financial Advisor hereunder and under the Underwriting Agreement are
stated exclusive of the 3% goods and services tax (GST) imposed in respect of
such amounts by Singapore ("Taxes").
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If any assessment or levy in respect of Taxes is subsequently made on the
Financial Advisor, then the Company shall pay an additional amount so that the
Financial Advisor receives, free from any such withholding deduction, assessment
or levy the full amount of the payments set out herein. The Company shall make
appropriate payments and returns in respect of such Taxes and provide the
Financial Advisory with a receipt for any Taxes paid.
The Financial Advisor agrees that, in connection with the payment of
the Advisory Fee, for purposes of paragraph (d) of Section 9 of the Underwriting
Agreement, the benefits received by the Financial Advisor shall be deemed to
also include the Advisory Fee in addition to the total underwriting discounts,
commissions and other fees that it shall receive pursuant to the Underwriting
Agreement. In addition, with respect to:
(i) the proviso to the first sentence of paragraph (d) of Section 9 of
the Underwriting Agreement, with respect to the amounts that the Financial
Advisor will be responsible for, the Advisory Fee shall also be included
together with any other underwriting discounts, commissions and fees that
the Financial Advisor shall receive pursuant to the Underwriting Agreement;
and
(ii) the seventh sentence of paragraph (d) of Section 9 of the
Underwriting Agreement, with respect to the obligations of the Financial
Advisor, the Company and the Financial Advisor agree that the Financial
Advisor shall not be required to contribute any amount in excess of the
amount by which the greater of (1) the Advisory Fee and any underwriting
discounts, commissions and other fees its shall receive pursuant to the
Underwriting Agreement or (2) the total price at which the Purchase Shares
were offered to the public, exceeds the amount of any damages which the
Financial Advisor has otherwise been required to pay by reason of any such
untrue or alleged untrue statement or omission or alleged omission.
The provisions set forth in Sections 12 through and including Section
16 of the Underwriting Agreement shall apply to this letter agreement as if they
were set forth herein. Capitalized terms used herein but not otherwise defined
shall have the respective meanings given to such terms in the Underwriting
Agreement.
The parties acknowledge that, although this agreement is dated
September 2, 2002, it shall not become legally binding and effective until
September 16, 2002.
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Yours truly,
Chartered Semiconductor Manufacturing Ltd
By: /s/ Xxxxxx Xxxxxx
-------------------------------------
Name: Xxxxxx Xxxxxx
Title: Vice President and Chief
Financial Officer
The foregoing letter agreement is
hereby confirmed and accepted as
of the date first written above.
Xxxxxxx Xxxxx (Singapore) Pte. Ltd.
By: /s/ Xxxxxxxxxxx Xxxxxx
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Name: Xxxxxxxxxxx Xxxxxx
Title: Vice President
