Engrossed on the letterhead of Export-Import Bank Of The United States]
Exhibit 99.4
[Engrossed on the letterhead of Export-Import Bank Of The United States]
Dated as of Xxxxx 0, 0000
XX Xxxxxx Xxxxx Bank, National Association
Government Agency Xxxx
0 Xxxxx Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
Government Agency Xxxx
0 Xxxxx Xxxxx Xxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxx, XX 00000
RE: | Ex-Im Bank Transaction No. AP082872XX — Singapore (“Transaction”) | ||
Ex-Im Bank Facility Agreement dated as of May 16, 2007, among Chartered Semiconductor
Manufacturing Ltd. (“Borrower”), XX Xxxxxx Xxxxx Bank, National Association (“Lender” and “Facility Agent”) and the Export-Import Bank of the United States (“Ex-Im Bank”), in the principal amount of $609,733,033 (“Credit Agreement”) |
|||
Guarantee Agreement dated as of May 16, 2007, between the XX Xxxxxx Chase Bank, National Association (“Lender”) and Ex-Im Bank in the principal amount of $609,733,033 (“Guarantee Agreement”) |
Ladies and Gentlemen:
With reference to the request by the Borrower dated as of March 2, 2009 (“Request”), we hereby
confirm our agreement, subject to the terms and conditions set forth in this amendment
(“Amendment”), to amend the Ex-Im Bank Facility Agreement, as hereinafter provided. The provisions
of this Amendment have been agreed to by the parties in consideration of the premises and mutual
covenants herein contained. Unless otherwise provided herein, all capitalized terms not defined
herein shall have the meanings set forth in the Ex-Im Bank Facility Agreement.
I. | Amendment Applicable to Ex-Im Bank Facility Agreement | |
Section 5.03(b)(iv) is hereby amended by deleting and replacing said section in its entirety with the following: | ||
(iv) in the event Temasek shall fail to maintain at any time, directly or indirectly, (A) Control of the Borrower, or (B) an ownership interest in the Borrower’s Capital Stock of at least thirty percent (30%), the Loans shall be repaid in full on the date falling thirty (30) days after the occurrence of such event. |
II. | Condition Precedent to the Effectiveness of this Amendment | |
In order for this Amendment to become effective, Ex-Im Bank must receive from the Borrower (i) one original of this Amendment, fully executed and delivered by the Borrower, the Lender, the Facility Agent and Ex-Im Bank. |
III. | Miscellaneous — For purposes of this Amendment: |
A. | Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN |
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, U.S.A. |
B. | Full Force and Effect. The Ex-Im Bank Guarantee remains subject to all of the terms and conditions of the Guarantee Agreement. Each of the Guarantee and the Ex-Im Bank Facility Agreement, as modified by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed. | ||
C. | Entire Agreement. The Ex-Im Bank Facility Agreement, as amended by this Amendment, contains the entire agreement among the parties hereto regarding the Credit, except for the Guarantee Agreement and any agreements between the Lender and the Borrower regarding obligations of the Borrower not covered by the Ex-Im Bank Guarantee. | ||
D. | Severability. To the extent permitted by applicable law, the illegality or unenforceability of any provision of this Amendment shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or of the Ex-Im Bank Facility Agreement. In the event that any provision of this Amendment amending a provision of the Ex-Im Bank Facility Agreement is deemed by a court or tribunal of competent jurisdiction to be illegal or unenforceable, it is the intent of the parties hereto that the relevant provision of the Ex-Im Bank Facility Agreement otherwise amended by the terms hereof be reinstated in its entirety. | ||
E. | Counterparts. This Amendment may be signed in separate counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument. |
* * *
Please confirm your agreement with the above by executing the enclosed copies of this
Amendment and returning one of them and all required conditions precedent documentation to:
Export-Import Bank of the United States
000 Xxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
X.X.X.
Attn: Xxxxxx Xxxxxx, Asset Management Division
000 Xxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000
X.X.X.
Attn: Xxxxxx Xxxxxx, Asset Management Division
This Amendment constitutes an agreement among the undersigned parties that, upon
issuance by Ex-Im Bank’s Asset Management Division of its notification to the Borrower that the
required conditions precedent documentation has been received by Ex-Im Bank, in form and substance
satisfactory to it, shall amend the Ex-Im Bank Facility Agreement effective as of the date hereof.
EXPORT-IMPORT BANK OF THE UNITED STATES
By |
/s/ Xxxxxxx X. Xxxxxxxx | |||||
(Signature) | ||||||
Name |
Xxxxxxx Xxxxxxxx | |||||
(Print) | ||||||
Title |
Managing Director, AMD | |||||
(Print) |
Ex-Im Bank Transaction No. AP082872XX — Singapore
AGREED AND ACCEPTED
CHARTERED SEMICONDUCTOR MANUFACTURING LTD., as Borrower
By |
/s/ Xxxxxx Xxxxxx | |||||
(Signature) | ||||||
Name |
Xxxxxx Xxxxxx | |||||
(Print) | ||||||
Title |
SVP & CFO | |||||
(Print) |
AGREED AND ACCEPTED
XX XXXXXX CHASE BANK, NATIONAL ASSOCIATION, as Lender
By |
/s/ Xxxxxxxxxx X. Xxxx | |||||
(Signature) | ||||||
Name |
Xxxxxxxxxx X. Xxxx | |||||
(Print) | ||||||
Title |
Vice President | |||||
(Print) |
AGREED AND ACCEPTED
XX XXXXXX XXXXX BANK, NATIONAL ASSOCIATION, as Facility Agent
By |
/s/ Xxxxx Xxxxxx | |||||
(Signature) | ||||||
Name |
Xxxxx Xxxxxx | |||||
(Print) | ||||||
Title |
Assistant Vice President | |||||
(Print) |
Ex-Im Bank Transaction No. AP082872XX — Singapore