6-K

United States Securities and Exchange Commission

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer Pursuant
to Rule 13a-16 or 15d-16 of the Securities Exchange Act of 1934

For the quarter ended March 31, 2006

Commission File Number 000-27811

CHARTERED SEMICONDUCTOR MANUFACTURING LTD

(Exact name of registrant as specified in its charter)

Not Applicable
(Translation of registrant’s name into English)

Republic of Singapore
(Jurisdiction of incorporation or organization)

60 Woodlands Industrial Park D
Street 2, Singapore 738406
(65) 6362-2838
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.

Form 20-Fþ                       Form 40-Fo

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yeso                      Noþ

If “Yes” is marked, indicate below the file number assigned to registrant in connection with Rule 12g3-2(b). Not applicable.

TABLE OF CONTENTS

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 3. Quantitative and Qualitative Disclosures About Market Risk		23
Item 4. Controls and Procedures		24
PART II — OTHER INFORMATION
Item 1. Legal Proceedings		25
Item 2. Unregistered Sales of Equity and Use of Proceeds		25
Item 3. Defaults Upon Senior Securities		25
Item 4. Submission of Matters to a Vote of Security Holders		25
Item 5. Other Information		25
Item 6. Exhibits and Reports		25
SIGNATURES		27
EX-99.1 Letter Agreement
EX-99.2 Facility Agreement
EX-99.3 Letter of Confirmation supplementing the ISDA Master Agreement (Multicurrency-Cross Border)

1

The Company is incorporating by reference the information and exhibits set forth in this Form 6-K into its registration statements on Form F-3 (Registration No. 333-56878); Form S-8 (Registration No. 333-89849); Form S-8 (Registration No. 333-63814); Form S-8 (Registration No. 333-63816) and Form S-8 (Registration No. 333-116844).

CURRENCY OF PRESENTATION AND CERTAIN DEFINED TERMS

     Unless the context otherwise requires, references herein to “we”, “us”, “our”, the “Company” or “Chartered” are to Chartered Semiconductor Manufacturing Ltd., a company organized under the laws of the Republic of Singapore, and its consolidated subsidiaries.

     In this Quarterly Report on Form 6-K (“Quarterly Report”), all references to “$”, “US$”, “dollars” and “U.S. dollars” are to the legal currency of the United States, and all references to “S$” and “Singapore dollars” are to the legal currency of Singapore. References to a particular “fiscal” year are to our fiscal year ended December 31 of that year.

FORWARD-LOOKING STATEMENTS MAY PROVE INACCURATE

     This Quarterly Report contains forward-looking statements, as defined in the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements, including without limitation, statements relating to our Fab 7, our target for the cash and cash equivalents balance as of December 31, 2006, our sources of liquidity, cash flow, funding needs and financing, and our expected depreciation and amortization and capital expenditures for the remaining period up to December 31, 2006, reflect our current views with respect to future events and financial performance, and are subject to certain risks and uncertainties, which could cause actual results to differ materially from historical results or those anticipated. Among the factors that could cause actual results to differ materially are: changes in the demands from our major customers, excess inventory, life cycle, market outlook and trends or specific products; competition from other foundries; unforeseen delays, interruptions, performance level and technology mix in our fabrication facilities; our progress on advanced products; changes in capacity plans, allocation and process technology mix, unavailability of materials, equipment, manpower and expertise; access to or delays in technological advances or our development of process technologies; the successful implementation of our partnership, technology and supply alliances (including our joint development agreements with IBM, Infineon and Samsung); the growth rate of fabless companies, the outsourcing strategy of integrated device manufacturers (“IDM”) and our expectation that IDMs will utilize foundry capacity more extensively; demand and supply outlook in the semiconductor market and the economic conditions in the United States as well as globally. Although we believe the expectations reflected in such forward-looking statements are based upon reasonable assumptions, we can give no assurance that our expectations will be attained. In addition to the foregoing factors, a description of certain other risks and uncertainties which could cause actual results to differ materially can be found in the section captioned “Risk Factors” in our Annual Report on Form 20-F filed with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which are based on the current view of management on future events. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

2

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	U.S. GAAP
	As of
	December 31,			March 31,
	2005			2006
				(unaudited)
ASSETS
Cash and cash equivalents	$	819,856		$	852,697
Marketable investments		22,467			22,719
Receivables, less allowances of $14,892 in 2005 and $8,630 in 2006		184,897			192,906
Inventories		134,240			154,518
Other current assets		122,116			90,485
Total current assets		1,283,576			1,313,325
Investment in SMP		50,384			50,045
Technology licenses, net		106,612			103,732
Property, plant and equipment, net		2,049,695			2,026,795
Other non-current assets		27,027			40,163
Total assets	$	3,517,294		$	3,534,060
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERENCE SHARES AND SHAREHOLDERS’ EQUITY
Payables	$	166,681		$	210,974
Current installments of long-term debt and capital lease obligations		322,453			546,219
Other current liabilities		244,119			207,254
Total current liabilities		733,253			964,447
Long-term debt and capital lease obligations, excluding current installments		1,169,034			894,970
Other non-current liabilities		17,970			40,190
Total liabilities		1,920,257			1,899,607
Convertible redeemable preference shares		250,663			253,087
Share capital		2,682,050			2,688,388
Accumulated deficit		(1,278,252	)		(1,252,982	)
Accumulated other comprehensive loss		(57,424	)		(54,040	)
Total shareholders’ equity	$	1,346,374		$	1,381,366
Total liabilities, convertible redeemable preference shares and shareholders’ equity	$	3,517,294		$	3,534,060

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

3

CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data)

	U.S. GAAP
	Three Months Ended March 31,
	2005			2006
Net revenue	$	181,353		$	355,231
Cost of revenue		191,067			262,842
Gross profit (loss)		(9,714	)		92,389
Operating expenses:
Research and development		27,315			34,144
Sales and marketing		10,507			13,770
General and administrative		9,311			10,297
Fab start-up costs		14,821			—
Other operating expense (income)		(24	)		(3,951	)
Total operating expenses		61,930			54,260
Operating income (loss)		(71,644	)		38,129
Equity in income (loss) of SMP		(9,032	)		10,170
Other income (loss), net		2,023			(2,529	)
Interest income		4,934			10,097
Interest expense and amortization of debt discount		(7,360	)		(24,069	)
Income (loss) before income taxes		(81,079	)		31,798
Income tax expense		3,439			6,528
Net income (loss)		(84,518	)		25,270
Less: Accretion to redemption value of convertible redeemable preference shares		—			2,424
Net income (loss) available to ordinary shareholders	$	(84,518	)	$	22,846
Net earnings (loss) per ordinary share and ADS
Basic net earnings (loss) per ordinary share	$	(0.03	)	$	0.01
Diluted net earnings (loss) per ordinary share	$	(0.03	)	$	0.01
Basic net earnings (loss) per ADS	$	(0.34	)	$	0.09
Diluted net earnings (loss) per ADS	$	(0.34	)	$	0.08
Number of ordinary shares (in millions) used in computing:
Basic net earnings (loss) per ordinary share		2,509.8			2,513.9
Effect of dilutive options		—			354.3
Diluted net earnings (loss) per ordinary share		2,509.8			2,868.2
Number of ADS (in millions) used in computing:
Basic net earnings (loss) per ADS		251.0			251.4
Effect of dilutive options		—			35.4
Diluted net earnings (loss) per ADS		251.0			286.8

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4

CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF
COMPREHENSIVE INCOME (LOSS)
(In thousands)

	U.S. GAAP
	Three Months Ended March 31,
	2005			2006
Net income (loss)	$	(84,518	)	$	25,270
Net unrealized gains (losses) on change in cash flow hedging activity fair values		(900	)		740
Share of cash flow hedging activity gains of SMP		9			4
Reclassification of cash flow hedging activity losses into earnings		1,381			102
Unrealized gains (loss) on available-for-sale securities		489			(160	)
Reclassification of realized losses on available-for-sale securities into earnings		—			2,698
Other comprehensive income		979			3,384
Comprehensive income (loss)	$	(83,539	)	$	28,654

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5

CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

	U.S. GAAP
	Three Months Ended March 31,
	2005			2006
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(84,518	)	$	25,270
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Equity in (income) loss of SMP		9,032			(10,170	)
Cash dividends received from SMP		6,300			10,513
Depreciation and amortization		110,601			131,634
Foreign exchange (gain) loss, net		77			(529	)
Gain on disposal of property, plant and equipment		(27	)		(3,951	)
Others, net		(3,197	)		6,593
Changes in assets and liabilities:
Receivables		21,176			(12,351	)
Inventories		(2,309	)		(20,278	)
Other current assets		2,781			(2,679	)
Payables and other liabilities		47,171			977
Net cash provided by operating activities		107,087			125,029
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment		(203,784	)		(65,683	)
Payments for technology licenses		(2,542	)		(4,425	)
Purchases of marketable investments		—			(600	)
Refundable deposits placed with a vendor		—			(15,000	)
Refund of deposits placed with a vendor		—			35,000
Proceeds from sale of property, plant, equipment		28			8,586
Proceeds from redemption and maturity of marketable investments		25,000			—
Return of capital from SMP		—			4,133
Others		(1,032	)		(596	)
Net cash used in investing activities		(182,330	)		(38,585	)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt
Borrowings		372,124			—
Repayments		(219,201	)		(82,691	)
Capital lease payments		—			(1,409	)
Receipts of customer deposits		40,000			45,183
Refund of customer deposits		(1,634	)		(21,839	)
Issuance of ordinary shares		946			872
Others		—			5,752
Net cash provided by (used in) financing activities		192,235			(54,132	)
Net increase in cash and cash equivalents		116,992			32,312
Effect of exchange rate changes on cash and cash equivalents		(77	)		529
Cash and cash equivalents at the beginning of the period		539,399			819,856
Cash and cash equivalents at the end of the period	$	656,314		$	852,697

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6

CHARTERED SEMICONDUCTOR MANUFACTURING LTD AND SUBSIDIARIES
NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share data)

1.    Basis of Presentation

The interim unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The interim unaudited condensed consolidated financial statements reflect the accounts of Chartered Semiconductor Manufacturing Ltd and its majority-owned subsidiaries. All significant intercompany accounts and transactions have been eliminated in consolidation. Where losses applicable to the minority interest in a subsidiary exceed the minority interest in the equity capital of the subsidiary, such excess and any further losses applicable to the minority interest have been charged to the Company’s consolidated statements of operations, unless the minority interest has a binding obligation, and is able, to make good the losses. When the subsidiary subsequently reports profits, the profits applicable to the minority interest are taken to the consolidated statements of operations until the minority interest’s share of losses previously taken to the consolidated statements of operations is fully recovered.

Due to cumulative losses, the obligation of the minority shareholders of CSP was reduced to zero in the first quarter of 2003. Therefore none of CSP’s losses from that point forward have been allocated to the minority interest in the consolidated statements of operations. The effect of this on the results of operations was:

	Three months ended
	March 31,
	2005		2006
	(In thousands)
Losses not allocated to the minority shareholders of CSP according to their proportionate ownership	$	17,172	$	2,988

The cumulative losses not allocated to the minority shareholders of CSP according to their proportionate ownership as of March 31, 2005 and 2006 are $147,275 and $197,980, respectively.

2.    Reclassifications

Certain reclassifications have been made in prior period’s financial statements to conform to classifications used in the current period.

3.    Use of Estimates

The preparation of the consolidated financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting period. Estimates are based on historical experience, current conditions and on various other assumptions that are believed to be reasonable under the circumstances. Significant items subject to judgement and such estimates include estimated useful lives and salvage values of long-lived assets, the recoverability of the carrying value of long-lived assets, the realization of deferred income tax assets, accounts receivable and inventories, the recognition and measurement of revenue and sales credits allowances, and the fair value of share-based employee compensation awards and financial instruments. Actual results could differ from these estimates.

4.    Net Earnings (Loss) per Ordinary Share

Basic net earnings (loss) per ordinary share is computed by deducting from net income or adding to net (loss) the accretion to redemption value of the convertible redeemable preference shares over the weighted average number of ordinary shares outstanding. Diluted net earnings (loss) per ordinary share is computed by deducting from net income or adding to net (loss) the accretion to redemption value of the convertible redeemable preference shares over the weighted average number of ordinary shares outstanding plus dilutive potential ordinary shares from the assumed

7

exercise of options outstanding during the period, if any, using the treasury stock method and other potentially dilutive securities outstanding, such as convertible notes and convertible redeemable preference shares.

The Company excluded potentially dilutive securities for each period presented from its diluted net earnings (loss) per ordinary share computation because either the exercise price or conversion price of the securities exceeded the average fair value of the Company’s ordinary shares or the Company had net losses, and therefore these securities were anti-dilutive. A summary of the excluded potentially dilutive securities is as follows:

	Three Months ended
	March 31,
	2005		2006
	(Number of shares in thousands)
Convertible debt and call options		429,584		251,092
Stock options		110,762		69,633

5.    Share-Based Payments

For information on our share-based payment plans, see Note 17, “Share Options and Incentive Plans” in the Notes to the Consolidated Financial Statements included in Item 18 of the Company’s Form 20-F for the year ended December 31, 2005.

The weighted-average grant-date fair value of stock options granted, the total intrinsic value of stock options exercised and the total fair value of stock options vested during the three months ended March 31, 2005 and 2006 were as follows:

	Three months ended March 31,
	2005		2006
Weighted-average grant-date fair value of stock options granted	$	0.46	$	0.59
Total intrinsic value of stock options exercised (in thousands)	$	22	$	44
Total fair value of stock options vested (in thousands)	$	7,263	$	6,065

As of March 31, 2006, there was $7,602 of total unrecognized compensation costs related to stock options scheduled to be recognized over a weighted average period of 2.4 years.

The cash proceeds received resulting from option exercises during the three months ended March 31, 2006 were $418.

Stock option activity for all outstanding options, and the corresponding price information, for the three months ended March 31, 2006, is as follows:

				Weighted Average
	Number of options			Exercise Price
	(In thousands)
Outstanding at December 31, 2005		113,480		$	2.04
Granted		200			0.82
Expired		(935	)		2.25
Exercised		(713	)		0.55
Forfeited		(1,302	)		1.80
Outstanding at March 31, 2006		110,730		$	2.05
Exercisable at March 31, 2006		70,703		$	2.73

Changes in the number of unvested stock options during the three months ended March 31, 2006, together with the corresponding weighted-average fair values, and the status of unvested options at March 31, 2006, are as follows:

8

				Weighted-average
				grant date fair
	Number of options			value
	(In thousands)
Unvested at December 31, 2005		48,214		$	0.61
Granted		200			0.59
Vested		(7,682	)		0.81
Forfeited		(705	)		0.57
Unvested at March 31, 2006		40,027		$	0.57

Information regarding outstanding and exercisable stock options as of March 31, 2006, is as follows:

			Options outstanding							Options exercisable
			Weighted							Weighted
			average	Weighted						average	Weighted
			remaining	average						remaining	average
Range of	Number of		contractual	exercise		Intrinsic		Number of		contractual	exercise		Intrinsic
exercise prices	options		life	price		value		options		life	price		value
	(In thousands)					(In thousands)		(In thousands)					(In thousands)
$0.39 to $1.00		56,220	7.6 years	$	0.71	$	881		23,400	6.8 years	$	0.70	$	881
$1.06 to $1.95		21,438	5.4 years	$	1.41	$	72		15,637	5.2 years	$	1.47	$	44
$2.14 to $2.44		15,448	4.9 years	$	2.33	$	13		14,042	4.8 years	$	2.32	$	13
$5.81		10,212	4.5 years	$	5.81		—		10,212	4.5 years	$	5.81		—
$8.31		7,412	4.0 years	$	8.31		—		7,412	4.0 years	$	8.31		—
		110,730							70,703

The options vest over one to five years and expire on dates ranging from April 2006 to February 2016.

In December 2004, the FASB issued FASB Statement (“FAS”) 123(R), “Share-Based Payments.” FAS 123(R) requires that the compensation cost relating to share-based payment transactions be recognized in financial statements. That cost is to be measured based on the fair value of the equity or liability instruments issued. FAS 123(R) replaced FASB Statement No. 123 (“FAS 123”), “Accounting for Stock-Based Compensation,” and superseded APB Opinion No. 25 (“APB 25”), “Accounting for Stock Issued to Employees.” In March 2005, the U.S. Securities and Exchange Commission (“SEC”) issued Staff Accounting Bulletin No. 107, on the interaction between FAS 123(R) and certain SEC rules and regulations, and on SEC Staff’s views regarding the valuation of share-based payment arrangements for public companies. In April 2005, the SEC approved a new rule that permitted companies to defer the effective date of FAS 123(R). Accordingly, the Company has implemented the accounting provisions of FAS 123(R) beginning in the quarter ended March 31, 2006.

Under FAS 123(R), share-based compensation cost is measured based on the estimated fair value of the award at the grant date and is recognized as expense over the employee’s requisite service period. The Company adopted the provisions of FAS 123(R) on January 1, 2006, the first day of the Company’s fiscal year 2006, using the modified prospective application which provides for certain changes to the method for valuing share-based compensation. Under the modified prospective application, prior periods are not revised for comparative purposes. The valuation provisions of FAS 123(R) apply to new awards and to awards that are outstanding on the effective date, and to subsequent modification or cancellation of such awards.

Net income for the three months ended March 31, 2006 was reduced by $2,092 as a result of the adoption of FAS 123(R). Total share-based compensation expense recognized for the three months ended March 31, 2006 was:

9

	Three months ended
	March 31, 2006
	(In thousands,
	except per share
	data)
Cost of revenue	$	688
Research and development		201
Sales and marketing		291
General and administrative		912
Total share-based compensation expense	$	2,092
Net share-based compensation expense, per ordinary share:
Basic	$	0.00
Diluted	$	0.00

As share-based compensation cost is not tax deductible in Singapore, the recognition of the share-based compensation expense does not result in income tax benefits.

Upon adoption of FAS 123(R) the Company continued to use the Black-Scholes option-pricing model for valuation for share-based awards granted beginning 1 January 2006, which was also previously used for the Company’s pro forma information required under FAS 123. The fair values of the option grants awarded during the three months ended March 31, 2006 are estimated using the Black-Scholes option-pricing model with the following assumptions.

	Three months ended
	March 31, 2006
Risk free interest rate	4.58%
Expected volatility	58.10%
Expected term	10 years
Dividend yield	NA
Post-vesting forfeiture rate	Negligible

Expected volatilities are based on historical volatility rates on the Company’s ordinary shares. The expected term of the option grants represents the period of time options are expected to be outstanding and is based on the contractual term of the grant, vesting schedules, and past exercise and post-vesting forfeiture behavior. The risk-free rate for periods within the contractual life of the option is based upon observed interest rates appropriate for the term of the Company’s employee stock options.

Share-based compensation expense recognized in the condensed consolidated statement of operations for the first quarter of 2006 is based on awards ultimately expected to vest after adjusting for estimated future pre-vesting forfeitures. FAS 123(R) requires forfeitures to be estimated at the time of grant and revised, if necessary, in subsequent reporting periods if actual forfeitures differ from those estimates. Pre-vesting forfeitures were estimated to be between approximately 1% to 25% in the first quarter of 2006 based on historical pre-vesting forfeitures. In the Company’s pro forma information required under FAS 123 for the periods prior to fiscal 2006, the Company accounted for forfeitures as they occurred.

Pro Forma Information under FAS 123 for Periods Prior to 2006

Prior to adopting the provisions of FAS 123(R), the Company measured share-based employee compensation cost in accordance with the intrinsic method of APB 25 and related interpretations. Employee compensation cost was measured as the excess of fair market value of the stock subject to the option at the grant date over the exercise price of the option.

Had the Company determined employee compensation cost based on the fair value at the grant date for its share options under SFAS No. 123, as amended by FAS 148, “Accounting for Stock-Based Compensation – Transition and Disclosure”, the Company’s net loss for the three months ended March 31, 2005 would have changed to the pro forma amounts indicated below:

10

	Three months ended
	March 31, 2005
	(In thousands, except
	per share data)
Share-based compensation expense
As reported (intrinsic method)	$	—
Pro forma (fair value method)	$	(3,157	)
Net loss
As reported (intrinsic method)	$	(84,518	)
Pro forma (fair value method)	$	(87,675	)
Basic and diluted net loss per ordinary share
As reported (intrinsic method)	$	(0.03	)
Pro forma (fair value method)	$	(0.03	)
Basic and diluted net loss per ADS
As reported (intrinsic method)	$	(0.34	)
Pro forma (fair value method)	$	(0.35	)

	The Chartered ESPP Plan is non-compensatory as the purchase price is 95% of the fair market value of the ordinary shares applied to the Company’s average ordinary share price on the last trading day of the offer period. Therefore, the Company does not recognize compensation expense related to shares sold under the Chartered ESPP Plan.
6.	Inventories

	As of
	December 31,		March 31,
	2005		2006
	(In thousands)
Raw materials	$	6,895	$	10,621
Work-in-progress		121,871		138,090
Consumable supplies and spares		5,474		5,807
	$	134,240	$	154,518

7.	Income Taxes
	A reconciliation of the expected tax (benefit) expense computed by applying the Singapore statutory income tax rate to pre-tax income (loss) to the actual tax expense is as follows:

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	Three months ended
	March 31,
	2005			2006
	(In thousands)
Income tax (benefit) expense computed at Singapore statutory income tax rate of 20%	$	(16,216	)	$	6,360
Permanent non-deductible expenses		6,860			8,461
Effect of pioneer status, including losses and allowances not recognized as deferred tax benefit		11,775			4,360
Effect of post-pioneer status		—			(8,599	)
Non-taxable increase (decrease) in equity method investments		1,806			(2,034	)
Exempt dividend income		(1,260	)		(2,103	)
All other items, net		474			83
Actual income tax expense	$	3,439		$	6,528

8.	Long-term Debt and Obligations under Capital Leases
	Long-term debt consists of:

	As of
	December 31,			March 31,
	2005			2006
	(In thousands)
Loans at floating rates:
CSP Syndicated Loan	$	214,533		$	137,267
SMBC/OCBC Term Loan		300,000			300,000
Exim Loan		122,124			122,124
Bank of America Term Loan		50,000			50,000
2.5% senior convertible notes due 2006		97,155			97,155
5.75% senior notes due 2010		371,161			371,336
6.375% senior notes due 2015		246,540			246,602
6.00% amortizing bonds due 2010		46,703			42,629
Other		(324	)		—
		1,447,892			1,367,113
Less current installments of long-term debt		(319,634	)		(542,940	)
Long-term debt, excluding current installments	$	1,128,258		$	824,173

Obligations under capital leases:

	As of
	December 31,			March 31,
	2005			2006
	(In thousands)
Minimum future lease payments	$	63,931		$	121,850
Amount representing interest at rates of 6.2% to 7.8%		(20,336	)		(47,774	)
Present value of minimum future lease payments		43,595			74,076
Less: Current installments		(2,819	)		(3,279	)
Obligations under capital leases, excluding current installments	$	40,776		$	70,797
Current installments of:
Long-term debt	$	319,634		$	542,940
Capital lease obligations		2,819			3,279
	$	322,453		$	546,219
Non-current portion, excluding current installments:
Long-term debt	$	1,128,258		$	824,173
Capital lease obligations		40,776			70,797
	$	1,169,034		$	894,970

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	Weighted Average
	Interest Rates
	As of
	December 31,			March 31,
	2005			2006
Debt obligations at floating rates		5.1050	%		5.9576	%
Debt obligations at fixed rates		5.9052	%		5.9047	%
Capital lease obligations		6.4976	%		7.0590	%

CSP’s floating rate syndicated loan is with ABN Amro Bank N.V., Singapore branch, Citibank, N.A., Singapore, Overseas Union Bank Limited (now known as United Overseas Bank Limited), Sumitomo Mitsui Banking Corporation Ltd, Danske Bank A/S, Industrial and Commercial Bank of China, Singapore branch and Commerzbank Aktiengesellschaft, Singapore branch for an amount of $820,000 which was fully drawn down. The loan bears interest at 0.60% to 0.85% above the London Interbank Offering Rate (“LIBOR”) rates for U.S. dollars deposits quoted by specified banks to the lender (depending on certain criteria relating to wafer starts and debt/equity ratio). Interest is payable semi-annually and principal is payable in six semi-annual installments which commenced in March 2004 and matures in September 2006. The Company made partial early repayments of $20,000 and $10,000 in January and March 2006, respectively. Borrowings under this facility are secured by a floating charge over a project bank account and a fixed charge over a debt service reserve account, both of which were established pursuant to this loan.

The SMBC/OCBC Term Loan is with Sumitomo Mitsui Banking Corporation, Oversea-Chinese Banking Corporation, ABN AMRO Bank, United Overseas Bank, and Deutsche Bank for a maximum of $300,000, which was fully drawn down as of December 31, 2005 and March 31, 2006. The loan bears interest at LIBOR plus 1.75%. Interest is payable semi-annually and principal is payable in six semi-annual installments commencing the third quarter of 2007. On March 31, 2006, the Company gave an irrevocable notice that it would prepay the loan on April 7, 2006 as allowed under the loan agreement.

The Exim Loan is from J.P. Morgan, guaranteed by the Export-Import Bank of the United States, for a maximum of $653,000. The loan is divided into two tranches, of which $122,124 has been drawn down as of December 31, 2005 and March 31, 2006, and has an availability period of between two to four years. It may only be used to finance the purchase of Fab 7 equipment from U.S. vendors and is drawn down in accordance with the equipment purchases per the ramp schedule. The loan bears interest at LIBOR plus 0.125%. Interest is payable semi-annually and each tranche is payable semi-annually over five years.

The Bank of America Term Loan is for a maximum of $50,000, which was fully drawn down as of December 31, 2005 and March 31, 2006. The loan bears interest at LIBOR plus 0.80%. Interest is payable semi-annually and principal is repayable in full at maturity in 2007.

The senior unsecured convertible notes mature on April 2, 2006 (“Convertible Notes”). They bear a coupon rate of 2.5% per annum and have a yield to maturity of 5.25% per annum. The Company may redeem all or a portion of the Convertible Notes at any time on or after April 2, 2003 at a price to yield of 5.25% per year on the redemption date if the Company’s ordinary shares or ADS’s trade at 125% of the conversion price for a period of 20 days in any consecutive 30 trading day period. The Convertible Notes are convertible into the Company’s ordinary shares or American Depository Shares (“ADS”). The conversion price per ordinary share, adjusted for the Company’s rights offering in 2002, is S$4.7980 (equivalent to approximately US$26.7701 per ADS, based on the terms of the convertible notes for a fixed exchange rate of US$1.00 = S$1.7923 and the ordinary share to ADS ratio of 10:1).

In August 2005, the Company issued $375,000 of 5.75% senior notes due 2010 (“Senior Notes due 2010”) and $250,000 of 6.375% senior notes due 2015 (“Senior Notes due 2015”). Both the Senior Notes due 2010 and the Senior Notes due 2015 are collectively referred to as “Senior Notes issued in August 2005 ”. The Senior Notes due 2010 were issued at a price of 98.896% of the principal amount and the Senior Notes due 2015 were issued at a price of 98.573% of the principal amount. Interest on the Senior Notes due 2010 is payable at the rate of 5.75% per annum and interest on the Senior Notes due 2015 is payable at the rate of 6.375% per annum, in each case, on February 3 and August 3 of each year, beginning on February 3, 2006. The Senior Notes due 2010 mature on August 3, 2010 and the Senior Notes due 2015 mature on August 3, 2015. The Senior Notes issued in August 2005 constitute senior, unsecured obligations

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	of the Company.
	The initial principal amount assigned to the 6.00% amortizing bonds due 2010 (“Amortizing Bonds”) was $46,703. The Amortizing Bonds pay semi-annual cash payments of $5,475, as a combination of principal and interest, on February 17 and August 17 of each year, beginning on February 17, 2006, and amortize to zero at maturity on August 17, 2010. Interest on the Amortizing Bonds is payable at the rate of 6.0% per annum on the outstanding principal amount. The Amortizing Bonds constitute senior, unsecured obligations of the Company.
	The Company has total unutilized banking facilities of $591,763 and $591,933 consisting of term loans and bank credit lines as of December 31, 2005 and March 31, 2006, respectively.
	The obligations under capital leases are for supply contracts of gases used by the Company’s fabrication facilities. The Company has assessed that such supply contracts contain a lease pursuant to the consensus reached in Emerging Issues Task Force 01-8, “Determining Whether An Arrangement Contains A Lease”, and are accounted for as capital leases.
9.	Share capital
	Until January 30, 2006, convertible redeemable preference shares of the Company had a par value of $0.01 and ordinary shares of the Company had a par value of S$0.26. The Companies (Amendment) Act 2005, which came into effect on January 30, 2006, abolished the concept of “par value” and “authorized capital.” Accordingly, the amounts under “ordinary shares” and “additional paid-in capital” line items have been combined as “Share Capital.”
	On March 29, 2006, the Company entered into a call option transaction (“2006 Option”) with Goldman Sachs International (“GSI”) to replace the call option transaction that the Company previously entered into with GSI in August 2004 (“2004 Option”), which was due to expire on April 2, 2006. Under the 2006 Option, GSI may purchase up to 214.8 million of our ordinary shares at the price of S$2.15 per share. If the 2006 Option is exercised in full and physically settled the Company will receive approximately $285 million.
	In the first year of the 2006 Option, upon the first time that the closing price of the ordinary shares equals or exceeds S$1.75 on each of any 20 business days in a consecutive 30 business day period the Company has the right to terminate the 2006 Option early in whole or in part. If the Company elects to do so and elects to settle the portion of the 2006 Option being terminated early by delivering shares, GSI will have the right but not the obligation to buy from the Company from time to time during the following 30 business days such number of the ordinary shares up to the amount terminated at S$1.60 per share. In respect of any portion not terminated early under those circumstances or if the Company does not terminate any part of the 2006 Option early, then the 2006 Option (or the relevant part) will continue under its terms.
	The Company also has the right to terminate the 2006 Option early in whole or in part from its second year if the closing price of the ordinary shares is equal to or exceeds S$2.6875 on each of any 20 business days in any consecutive 30 business day period. If the Company elects to exercise this right of termination, GSI will be required to buy from the Company such number of the ordinary shares relating to the terminated portion of the 2006 Option at S$2.15 per share.
	Under the terms of the 2006 Option, if the option is exercised, the Company has the right in all cases either to issue new shares to GSI or to settle the transaction in cash. If the 2006 Option is not exercised or terminated earlier, it will expire on March 29, 2011.
10.	Contingencies
	The Company may from time to time be a party to claims that arise in the normal course of business. These claims may include allegations of infringement of intellectual property rights of others as well as other claims of liability. In certain instances the Company indemnifies customers against intellectual property infringement claims. The Company is also subject to various taxes in the different jurisdictions in which it operates. These include taxes on income, property, goods and services, and other taxes. The Company submits tax returns and claims with the respective government taxing authorities which are subject to agreement by those taxing authorities. The Company accrues costs associated with these matters when they become probable and reasonably estimable. The Company does not believe that it is probable that losses associated with these matters beyond those already recognized will be incurred in amounts that would be material to its consolidated financial position or operations.

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11.	Subsequent events
	In April 2006, the Company issued $300,000 of 6.25% senior notes due in 2013 (“Senior Notes due 2013”) at a price of 99.053% of the principal amount and mature on April 4, 2013. Interest is payable at the rate of 6.25% per annum on April 4 and October 4 of each year, beginning on October 4, 2006. The Senior Notes due 2013 mature on April 4, 2013, and constitute senior, unsecured obligations of the Company.
	On March 31, 2006, the Company gave an irrevocable notice that it would prepay the $300,000 SMBC/OCBC Term Loan in April 2006, as allowed under the loan agreement. Following the issuance of the Senior Notes due 2013, the SMBC/OCBC Term Loan was prepaid in full using the proceeds from the issuance of the Senior Notes due 2013 in April 2006.

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2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

RESULTS OF OPERATIONS

The following table sets forth certain operating data as a percentage of net revenue for the periods indicated:

	Three Months ended
	March 31,
	2005			2006
Net revenue		100.0	%		100.0	%
Cost of revenue		105.4			74.0
Gross profit (loss)		(5.4	)		26.0
Operating expenses:
Research and development		15.1			9.6
Sales and marketing		5.8			3.9
General and administrative		5.1			2.9
Fab start-up costs		8.1			—
Other operating expense (income)		(0.0	)		(1.1	)
Total operating expenses		34.1			15.3
Operating income (loss)		(39.5	)		10.7
Equity in income (loss) of SMP		(5.0	)		2.9
Other income (loss), net		1.1			(0.7	)
Interest income		2.7			2.8
Interest expense and amortization of debt discount		(4.0	)		(6.8	)
Income (loss) before income taxes		(44.7	)		8.9
Income tax expense		1.9			1.8
Net income (loss)		(46.6	)		7.1
Less: Accretion to redemption value of convertible redeemable preference shares		—			0.7
Net income (loss) available to ordinary shareholders		(46.6	)%		6.4	%

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The following table sets forth a breakdown of revenue by market sector for the periods indicated:

	Three Months ended
	March 31,
	2005			2006
Communications		37	%		31	%
Computer		29			18
Consumer		28			49
Other		6			2
Total		100	%		100	%

The following table sets forth a breakdown of revenue by geographical region for the periods indicated:

	Three Months ended
	March 31,
	2005			2006
Americas		75	%		72	%
Asia-Pacific		14			13
Europe		8			12
Japan		3			3
Total		100	%		100	%

The following table sets forth a breakdown of revenue by technology (micron) for the periods indicated:

	Three Months ended
	March 31,
	2005			2006
0.09 and below		—	%		27	%
Up to 0.13		33			27
Up to 0.18		17			7
Up to 0.25		12			9
Up to 0.35		22			19
Above 0.35		13			11
Other		3			—
Total		100	%		100	%

THREE MONTHS ENDED MARCH 31, 2005 AND MARCH 31, 2006

Net revenue

     We derive revenue primarily from fabricating semiconductor wafers and, to a lesser extent, under some arrangements with our customers, from providing associated subcontracted assembly and test services as well as pre-fabrication services such as masks generation and engineering services. Net revenue increased 95.9% from $181.4 million in the first quarter of 2005 to $355.2 million in the first quarter of 2006 as we experienced market weakness due to excess inventories in the semiconductor companies in the first quarter of 2005 as compared to the first quarter of 2006 when we capitalized on the growth in our advanced technologies (0.13um and smaller process geometry technologies) and also benefited from favorable market conditions.

     Our customers continued to make increased use of our advanced technologies, and revenue from our 0.13um and smaller process geometry technologies increased by 221% between the first quarter of 2005 and the first quarter of 2006. Revenue from these advanced technologies represented 33% of our total revenue in the first quarter of 2005 as compared to 54% of our total revenue in the first quarter of 2006. Out of our total revenue, there was no revenue from our 90nm technologies in the first quarter of 2005 while 27% was attributable to revenue from our 90nm technologies in the first quarter of 2006.

     Shipments increased 81.1% from 175,761 wafers (eight-inch equivalent) in the first quarter of 2005 to 318,237 wafers (eight-inch equivalent) in the first quarter of 2006. Average selling price (“ASP”) increased by 9.3% from $996 per wafer

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(eight-inch equivalent) to $1,089 per wafer (eight-inch equivalent) over the same period, due primarily to a richer technology mix.

     In the first quarter of 2005, the communications sector, which represented 37% of our total revenue, was our highest revenue contributor, followed by the computer sector and the consumer sector which represented 29% and 28% of our total revenue, respectively. In the first quarter of 2006, the consumer sector was our highest revenue contributor and represented 49% of our total revenue, while the communications and computer sectors represented 31% and 18% of our total revenue, respectively.

     Due primarily to a significantly higher demand for video game devices and to a lesser extent, a higher demand for set-top box devices, consumer sector revenue increased by 243% between the first quarter of 2005 and the first quarter of 2006. Concurrently, communications sector revenue and computer sector revenue also increased, but to a lesser extent, by 64% and 22% between the first quarter of 2005 and the first quarter of 2006, respectively. The increase in communications sector revenue was due primarily to a higher demand for mobile phone handset devices, while the increase in computer sector revenue was due primarily to a higher demand for workstations and personal computer motherboard devices, and to a lesser extent, a higher demand for personal computer peripheral, printer and monitor devices.

     Arising from customer mix changes, the Americas and the Europe regions contributed to 75% and 8% of our revenue, respectively, in the first quarter of 2005 compared to 72% and 12% of our revenue in the first quarter of 2006, respectively. The Asia-Pacific and Japan regions remained largely unchanged in terms of their percentage contributions to our revenue. However, net revenue in dollar terms in the first quarter of 2006 was higher across all geographical regions compared to the corresponding period in 2005.

Cost of revenue and gross profit

     Cost of revenue includes depreciation expense, attributed overheads, cost of labor and materials, subcontracted expenses for assembly and test services, masks generation costs, as well as amortization of certain technology licenses. Cost of revenue increased by 37.6% from $191.1 million in the first quarter of 2005 to $262.8 million in the first quarter of 2006 despite an 81.1% increase in shipments, as a large proportion of our cost of revenue is fixed in nature. Depreciation continued to be a significant portion of our cost of revenue, comprising 51.5% and 43.8% of our cost of revenue in the first quarter of 2005 and the first quarter of 2006, respectively.

     The unit cost of a wafer generally decreases as fixed overhead charges, such as depreciation expense on the facility and semiconductor manufacturing equipment, are allocated over a larger number of wafers produced. Cost per wafer shipped decreased by 23.6 % from $1,055 (eight-inch equivalent) in the first quarter of 2005 to $806 (eight-inch equivalent) in the first quarter of 2006, as shipments increased by 81.1% between the first quarter of 2005 and the first quarter of 2006.

     In the first quarter of 2005, we recorded a gross loss of 5.4%. Due primarily to significantly higher revenues, we recorded a gross margin of 26.0% in the first quarter of 2006.

     In the first quarters of 2005 and 2006, we sold some of our inventories that we had previously written down to their estimated net realizable value. Such sale improved our gross margin by approximately $0.6 million and $1.2 million in the first quarters of 2005 and 2006, respectively.

Research and development expenses

     Research and development (“R&D”) expenses consist primarily of our share of expenses related to the Chartered-IBM joint-development projects (on 65nm and 45nm technology node processes), payroll related costs for R&D personnel and depreciation of R&D equipment. R&D expenses increased by 25.0% from $27.3 million in the first quarter of 2005 to $34.1 million in the first quarter of 2006 due primarily to increased activities related to development of design kits and intellectual property solutions for design of integrated circuits and 65nm technology node in the first quarter of 2006.

Fab start-up costs

     Fab start-up costs, all related to Fab 7, were $14.8 million in the first quarter of 2005. No fab start-up costs were recorded in the first quarter of 2006 as Fab 7 entered commercial production during the second quarter of 2005.

Sales and marketing expenses

     Sales and marketing expenses consist primarily of payroll related costs for sales and marketing personnel, Electronic Design Automation (“EDA”)-related expenses and costs related to pre-contract customer prototyping activities. EDA-related expenses and costs related to pre-contract customer prototyping activities relate to efforts to attract new customers and

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expand our penetration on existing customers. Sales and marketing expenses increased by 31.1% from $10.5 million in the first quarter of 2005 to $13.8 million in the first quarter of 2006 due primarily to higher payroll related expenses in the first quarter of 2006.

General and administrative expenses

     General and administrative (“G&A”) expenses consist primarily of payroll related costs for administrative personnel, consultancy, legal and professional fees and depreciation of equipment used in G&A activities. G&A expenses increased by 10.6% from $9.3 million in the first quarter of 2005 to $10.3 million in the first quarter of 2006 due primarily to higher payroll related expenses in the first quarter of 2006.

Other operating income

     Other operating income of $4.0 million in the first quarter of 2006 consisted of gain from the disposal of fixed assets, primarily from Fab 1.

Equity in income (loss) of SMP

     Equity in income (loss) of SMP was a loss of $9.0 million in the first quarter of 2005 compared to an income of $10.2 million in the first quarter of 2006, due primarily to significantly higher revenue in the first quarter of 2006. As with the results of our majority-owned fabs, the equity in income of SMP can have a material effect on our results of operations. In the first quarter of 2005, the equity in loss of SMP was $9.0 million compared to our total net loss of $84.5 million. The equity in income of SMP was $10.2 million in the first quarter of 2006 compared to our total net income of $25.3 million.

     We have provided, for the quarters ended March 31, 2005 and March 31, 2006, the following information on our total business base revenue, which includes our share of SMP revenue. Chartered’s share of SMP revenue and net revenue, including Chartered’s share of SMP presented in the following table, are non-U.S. GAAP financial measures. We have included this information because SMP can have a material effect on our consolidated statements of operations and we believe that it is useful to provide information on our share of SMP revenue in proportion to our total business base revenue. However, SMP is a minority-owned joint venture company that is not consolidated under U.S. GAAP. We account for our 49.0% investment in SMP using the equity-method. Under the strategic alliance agreement with Agere, the parties do not share SMP’s net results in the same ratio as the equity holding. Instead, each party is entitled to the gross profits from sales to the customers that it directs to SMP, after deducting its share of the overhead costs of SMP. Accordingly, we account for our share of SMP’s net results based on the gross profits from sales to the customers that we direct to SMP, after deducting our share of the overhead costs. The following table provides a reconciliation showing comparable data based on net revenue determined in accordance with U.S. GAAP, which do not include our share of SMP:

	Three months ended March 31,
	2005		2006
	(In millions)
Net revenue (U.S. GAAP)	$	181.4	$	355.2
Chartered’s share of SMP revenue	$	14.7	$	30.9
Net revenue including Chartered’s share of SMP	$	196.1	$	386.1

     The following table provides information that indicates the effect of SMP’s operations on some of our non-U.S. GAAP performance indicators:

Quarter ended	March 31, 2005				March 31, 2006
	Excluding		Including		Excluding		Including
	Chartered’s		Chartered’s		Chartered’s		Chartered’s
	share		share		share		share
	of SMP		of SMP		of SMP		of SMP
Shipments (in thousands)*		175.8		186.2		318.2		349.4
ASP per wafer	$	996	$	1,019	$	1,089	$	1,080

Note:

* Eight-inch equivalent wafers

Other income (loss), net

     Other income (loss), net, in the first quarter of 2005 was a net income of $2.0 million compared to a net loss of $2.5 million in the first quarter of 2006 due primarily to an impairment loss on investments of $2.7 million and losses of $1.8 million in the first quarter of 2006 arising from changes in fair values of certain derivative financial instruments. For

19

more details on the accounting for derivative instruments and hedging activities, see note 1(i) in the Notes to the Consolidated Financial Statements included in Item 18 of the Company’s Form 20-F for the year ended December 31, 2005.

Interest income

     Interest income increased by 104.6% from $4.9 million in the first quarter of 2005 to $10.1 million in the first quarter of 2006, due primarily to higher interest rates and higher principal balances.

Interest expense and amortization of debt discount

     Interest expense and amortization of debt discount increased by 227.0% from $7.4 million in the first quarter of 2005 to $24.1 million in the first quarter of 2006, due primarily to lower interest capitalization associated with capital expenditures related to Fab 7 and higher interest expense resulting from higher interest rates and higher outstanding debt. Refer to Note 8 of the unaudited condensed consolidated financial statements for more details on our outstanding loans.

Income tax expense

     We currently pay tax on (1) interest income, (2) rental income, (3) sales of wafers using technologies that do not benefit from preferential tax treatment and (4) other income not specifically exempted from income tax. The pioneer tax-exempt status for Fab 2 expires on June 30, 2006 and income from our post-pioneer trade and development and expansion activities in Fab 2 will be taxed at a concessionary tax rate of 10% for a 5-year period beginning July 1, 2006, as discussed in “Item 5. Operating and Financial Review and Prospects— Special Tax Status” of the Company’s Form 20-F for the year ended December 31, 2005. In the first quarter of 2005, we recorded income tax expense of $3.4 million on a loss before income taxes of $81.1 million. In the first quarter of 2006, we recorded income tax expense of $6.5 million on an income before income taxes of $31.8 million. In computing the income tax expense for each quarter (other than the last quarter of a fiscal year), we apply an estimated annual effective tax rate. As the change in tax status for Fab 2 is a definite event, we have included the impact of such change in determining the annual effective tax rate to apply to the income before taxes for the first quarter of 2006. This resulted in the increase in income tax expense in the first quarter of 2006 as compared to the first quarter of 2005.

Accretion to redemption value of convertible redeemable preference shares

     We accrete the carrying amounts of the convertible redeemable preference shares to their redemption values at maturity and record such accretion over the remaining period until the maturity date on August 17, 2010 using the effective interest method. Such accretion adjusts net income (loss) available to ordinary shareholders. There were no accretion charges for the first quarter of 2005 as the convertible redeemable preference shares were issued in the third quarter of 2005. Accretion charges for the first quarter of 2006 were $2.4 million.

LIQUIDITY AND CAPITAL RESOURCES

Current and expected liquidity

     As of March 31, 2006, our principal sources of liquidity included $852.7 million in cash and cash equivalents, and $591.9 million of unutilized banking facilities consisting of term loans and bank credit lines.

     Working capital, which is calculated as the excess of current assets over current liabilities, was $550.3 million and $348.9 million as of December 31, 2005 and March 31, 2006 respectively. The change in working capital was due primarily to higher current installments of long-term debt as of March 31, 2006 as compared to December 31, 2005 arising from the reclassification of the SMBC/OCBC Term Loan as we gave an irrevocable notice on March 31, 2006 that we would prepay $300.0 million of the SMBC/OCBC Term Loan on April 7, 2006, and this loan was fully repaid on this date.

     As of March 31, 2006, our total loans outstanding were $1,367.1 million, comprising our Senior Notes, Convertible Notes, Amortizing Bonds and other loans. Refer to Note 8 of the unaudited condensed consolidated financial statements for more details on our outstanding loans.

     In April 2006, we issued $300.0 million of the Senior Notes due 2013. Refer to Note 11 of the unaudited condensed consolidated financial statements for more details.

     On March 29, 2006, we entered into a call option transaction (“2006 Option”) with Goldman Sachs International (“GSI”) to replace the call option transaction that we previously had with GSI entered into in August 2004 (“2004 Option”), which was due to expire on April 2, 2006. If the 2006 Option is exercised in full and physically settled we will receive approximately $285 million that can be used for repayment of debt and general corporate purposes. Under the 2006 Option,

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GSI may purchase up to 214.8 million of our ordinary shares at the price of S$2.15 per share. The 2006 Option contains early termination provisions, triggered by the closing price of our ordinary shares reaching and maintaining specified levels for a defined period of time. Under the terms of the 2006 Option, we have the right in all cases either to issue new ordinary shares to GSI or to settle the transaction in cash. If the 2006 Option is not exercised or terminated earlier, it will expire on March 29, 2011.

     Our target cash and cash equivalents balance as of December 31, 2006 remains approximately at $700 million. This is based on our cash and cash equivalents of $853 million as of March 31, 2006, issuance of new senior notes of $300 million in April 2006 and planned draw downs of our existing credit facilities of approximately $302 million, estimated net receipts of capacity deposits of approximately $77 million, expected cash outflows for capital expenditures of approximately $584 million and debt repayments of approximately $534 million for the remaining period up to December 31, 2006. Our target cash and cash equivalents balance also depends on our ability to generate operating cash flow in 2006 and will depend largely on our operations and other factors, as discussed in “Item 3. Key Information — D. Risk Factors — Risks Related To Our Operations — Our operating results fluctuate from quarter to quarter, which makes it difficult to predict our future performance” and elsewhere in the Company’s Form 20-F for the year ended December 31, 2005.

     Based on our current level of operations, we believe that our cash on hand, planned use of existing credit facilities, credit terms with our vendors, and projected cash flows from operations will be sufficient to meet our 2006 capital and research and development expenditures and working capital needs. Depending on the pace of our future growth and technology upgrades and migration, we may require additional financing from time to time, including for purposes of funding the capital expenditure to equip Fab 7 to its full planned capacity of 30,000 300-mm wafers per month. The completion of Fab 7 is expected to take a number of years and will be paced by customer demand and industry conditions. Our total capital investment in Fab 7 at completion is expected to be approximately $2,700 million to $3,000 million.

     We believe in maintaining maximum flexibility when it comes to financing our business. We regularly evaluate our current and future financing needs and may take advantage of favorable market conditions to raise additional financing.

     There can be no assurance that our business will generate and continue to generate sufficient cash flow to fund our liquidity needs in the future, or that additional financing will be available or, if available, that such financing will be obtained on terms favorable to us or that any additional financing will not be dilutive to our shareholders.

Historic operating cash flows

     Net cash provided by operating activities was $107.1 million and $125.0 million in the first quarters of 2005 and 2006 respectively. The $17.9 million improvement in cash provided by operating activities between the first quarter of 2005 and the first quarter of 2006 was due primarily to higher collections as a result of higher sales, partially offset by higher interest payments on outstanding loans in the first quarter of 2006.

     Net cash provided by operating activities in the first quarter of 2005 included receipt of a pre-payment of $20.0 million from a customer for future purchases which also secures access to wafer capacity, of which a fixed amount per wafer will be recorded by us as additional revenue for every qualifying wafer purchased by the customer, with no future related cash inflows. There was no receipt of pre-payment for future purchases in the first quarter of 2006. In the first quarter of 2005, we did not record any revenue related to such arrangements with no related cash inflows as compared to revenue of $3.8 million related to such arrangements in the first quarter of 2006. Net cash provided by operating activities in the first quarter of 2005 also included dividends received from SMP of $6.3 million, as compared to $10.5 million in the first quarter of 2006.

Historic investing cash flows and capital expenditures

     Net cash used in investing activities was $182.3 million and $38.6 million in the first quarters of 2005 and 2006 respectively. Investing activities consisted primarily of capital expenditures totaling $203.8 million and $65.7 million in the first quarters of 2005 and 2006, respectively. Capital expenditures in the first quarters of 2005 and 2006 related mainly to the equipping of Fab 7 as part of its phase 1 ramp and capacity additions in Fab 6. Investing activities in the first quarter of 2005 also included proceeds from the redemption and maturity of marketable instruments and payments for technology licenses, while investing activities in the first quarter of 2006 also included refundable deposits received from a vendor, proceeds from sale of property, plant and equipment, return of capital from SMP and payments for technology licenses.

     We expect our aggregate capital expenditures for 2006 to be approximately $650 million, of which approximately $550 million is expected to be utilized for capital expenditures for the further expansion of capacities of 0.13um and smaller process geometry technologies for our fabs. The remaining amount is expected to be utilized primarily for purchases of information systems, and for adding equipment in our fabs running more mature technologies to maximize utilization

21

corresponding to the anticipated product mix. As of December 31, 2005 and March 31, 2006, we had commitments on contracts for capital expenditures of $205.7 million and $231.6 million, respectively.

     We are taking a phased approach to the full equipping of Fab 7 to 30,000 300-mm wafers per month, which is expected to take a number of years and will be paced by customer demand and industry conditions. We estimate aggregate capital expenditures for phase 1 of our build-out of production capacity in Fab 7 to 18,000 300-mm wafers per month to be $1,700 million. As of December 31, 2005 and March 31, 2006, we have spent an accumulated total of $1,201.9 million and $1,251.4 million, respectively, on the equipping of Fab 7 as part of its phase 1 ramp. At completion, which is expected to give Fab 7 a capacity of 30,000 300-mm wafers per month, our total capital investment in Fab 7 is expected to be approximately $2,700 million to $3,000 million.

     The nature of our industry is such that, in the short-term, we may reduce our capital expenditures by delaying planned capital expenditures in response to a difficult business environment, such as the one that existed in 2001 and 2002. However, the semiconductor market is characterized by rapid technological change and the importance of economies of scale, which we expect to result in significant capital expenditure requirements. Factors that may affect our level of future capital expenditures include the degree and the timing of technological changes within our industry, changes in demand for the use of our equipment and machinery as a result of changes to our customer base and the level of growth within our industry as discussed in “Item 3. Key Information — D. Risk Factors” and elsewhere in the Company’s Annual Report on Form 20-F for the year ended December 31, 2005 and the Company’s Prospectus Supplement dated March 30, 2006.

Historic financing cash flows

     Net cash provided by financing activities was $192.2 million in the first quarter of 2005 while net cash used in financing activities was $54.1 million in the first quarter of 2006 respectively. Net cash provided by financing activities in the first quarter of 2005 consisted primarily of the drawdown of loan facilities and receipts of customer deposits to secure wafer capacity for one of our more advanced technologies, partially offset by repayments of debt. Net cash used in financing activities in the first quarter of 2006 consisted primarily of repayments of debt and refund of customer deposits, partially offset by receipts of customer deposits.

INVESTMENT IN SMP

     Our investment in SMP as of December 31, 2005 and March 31, 2006 is shown below:

	As of
	December 31,			March 31,
	2005			2006
	(In thousands)
Cost	$	100,535		$	100,535
Share of retained post-formation loss		(20,681	)		(10,511	)
Share of accumulated other comprehensive loss		(10	)		(6	)
Dividends received		(29,460	)		(39,973	)
	$	50,384		$	50,045

     In October 2005, SMP reorganized its paid-up share capital and returned a portion to its shareholders in the form of cash, our entitlement being $20.4 million, in a capital reduction sanctioned by the High Court of Singapore. As of March 31, 2006, we had received the full amounts due to us arising from the return of capital from SMP. The capital reduction through the extinguishment of accumulated losses does not qualify as quasi-reorganization under U.S. GAAP.

     We account for our 49.0% investment in SMP using the equity method. Under the joint venture agreement with Agere, the parties do not share SMP’s net results in the same ratio as the equity holding. Instead, each party is entitled to the gross profits from sales to the customers that it directs to SMP, after deducting its share of the overhead costs of SMP. Accordingly, we account for our share of SMP’s net results based on the gross profits from sales to the customers that we direct to SMP, after deducting our share of the overhead costs.

     Consequently the equity in income (loss) of SMP and the share of retained post formation loss that is included in our condensed consolidated statements of operations and condensed consolidated balance sheets are different than the amount that would be obtained by applying a 49.0% ownership percentage to the summarized financial information for SMP shown below.

22

     In September 2004, we entered into a supplemental agreement to the joint venture agreement with Agere. Among other things, the supplemental agreement provides that SMP can pay dividends out of the profits of the joint venture determined on a year-to-year basis rather than on a cumulative basis, as previously was the case. We received dividends of $6.3 million and $10.5 million from SMP for the first quarters of 2005 and 2006, respectively.

     We have also signed an assured supply and demand agreement with Agere and SMP. Under this agreement, each party is billed for allocated wafer capacity if the wafers started for production for them are less than their respective allocated capacity. These billings, if any, do not change the equity in income (loss) of SMP that we recognize in our consolidated statements of operations. For the three months ended March 31, 2006, the wafers started for us were less than the allocated capacity, however both parties have agreed that such billings for this period will be waived. There were also no such billings made to us for the corresponding period in 2005. To the extent the wafers started for us are less than our allocated capacity in the future, there is no assurance that the billings for our allocated wafer capacity would continue to be waived.

     Included in receivables and payables are amounts due from or to SMP:

	As of
	December 31,		March 31,
	2005		2006
	(In thousands)
Amounts due from SMP	$	11,827	$	7,194
Amounts due to SMP	$	94	$	184

     Summarized unaudited financial information for SMP is shown below:

	As of
	December 31,			March 31,
	2005			2006
	(In thousands)
Current assets	$	71,101		$	73,638
Other assets		34			34
Property, plant and equipment		55,758			44,578
Current liabilities		(31,311	)		(23,000	)
Other liabilities		(8	)		(11	)
Shareholders’ equity	$	95,574		$	95,239

	Three Months Ended March 31,
	2005			2006
	(In thousands)
Net revenue	$	45,032		$	52,022
Gross profit (loss)		(8,025	)		10,959
Operating income (loss)		(9,135	)		10,089
Net income (loss)		(9,032	)		10,170

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Our exposure to financial market risks derives primarily from the changes in interest rates and foreign exchange rates. To mitigate these risks, our company utilizes derivative financial instruments, the application of which is intended for hedging purposes and not for speculative purposes.

     Reference is made to Part I, Item 11, Quantitative and Qualitative Disclosures About Market Risk, in the Company’s Form 20-F for the year ended December 31, 2005 and to the subheading “(h) Derivative Instruments and Hedging Activities” on page F-9 of Note 1, “Background and Summary of Significant Accounting Policies”, Note 19, “Derivative Instruments”, and Note 20, “Fair Values of Financial Instruments” in the Notes to the Consolidated Financial Statements included in Item 18 of the Company’s Form 20-F for the year ended December 31, 2005. Except for our exposures to foreign currency risk, which are disclosed below, there have been no material changes to our exposures to market risk as reported in these sections.

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Foreign currency risk

     To protect against reductions in value and the volatility of future cash flows caused by changes in foreign exchange rates, from time to time, we utilize currency forward contracts to minimize the impact of foreign currency fluctuations. We use these instruments as economic hedges to minimize our exposure to specific currency risks related to equipment purchase commitments denominated primarily in Japanese Yen and Euros. In addition, we minimize our currency risk by purchasing certain raw materials and equipment in U.S. dollars and borrowing in U.S. dollars. The table below provides information on our non-U.S. dollar liabilities and corresponding currency forward contracts presented in U.S. dollar equivalents:

	As of December 31, 2005							As of March 31, 2006
	(In thousands, except percentages)							(In thousands, except percentages)
	Carrying		Amount		Percentage			Carrying		Amount		Percentage
	Amount		Hedged		Hedged			Amount		Hedged		Hedged
NON-U.S. DOLLAR LIABILITIES:
Payables
Japanese Yen (1)	$	20,035	$	20,035		100	%	$	26,969	$	15,557		58	%
Singapore dollar (1)		20,561		11,976		58	%		26,039		3,003		12	%
Others		5,721		1,102		19	%		1,335		1,335		100	%
	$	46,317	$	33,113		71	%	$	54,343	$	19,895		37	%

Note:

(1) We do not hedge 100% of our foreign currency denominated firm liabilities and commitments. Other than forward foreign exchange agreements, we also utilize natural hedging. As of March 31, 2006, we intend to manage our foreign currency risk associated with our Japanese Yen and Singapore dollar denominated payables by using existing Japanese Yen and Singapore dollar cash balances in our bank accounts to settle the related payables.

Item 4. Controls and Procedures

Not applicable.

24

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any legal proceedings that we believe would be materially harmful to the Company.

Item 2. Unregistered Sales of Equity and Use of Proceeds

On March 29, 2006, the Company entered into a call option transaction with Goldman Sachs International under which the latter may purchase up to 214.8 million of the Company’s ordinary shares. Please see the summary provided under “Liquidity and Capital Resources, Current and Expected Liquidity” section and Exhibit 6.3 of this Form 6-K.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

The Company hereby incorporates by reference the information and exhibit set forth in the Form 6-K (File 000-27811) filed with the Securities and Exchange Commission on April 26, 2006, containing information on the resolutions duly passed at the Eighteenth Annual General Meeting of the Company held on April 26, 2006.

Item 5. Other Information

None

Item 6. Exhibits and Reports

(a)	Exhibits
	99.1(1)	Letter Agreement between International Business Machines Corporation (“IBM”) and the Company.
		The parties entered into this Letter Agreement to vary the terms of the Refundable Cross Deposit Agreement dated November 26, 2002 as amended and supplemented.
	99.2 (1)	Facility Agreement dated March 3, 2006 by and between the Company as Borrower, Sumitomo Mitsui Banking Corporation as Arranger and Sumitomo Mitsui Banking Corporation, Singapore Branch as Agent.
		The parties entered into this Facility Agreement as a renewal of a facility agreement dated December 23, 2004, which has expired. This Facility Agreement is in relation to a $150,000,000 revolving credit facility with a greenshoe option to increase to $250,000,000.
	99.3 (1)	Letter of Confirmation from Goldman Sachs International to the Company dated March 29, 2006 supplementing the ISDA Master Agreement (Multicurrency-Cross Border) dated August 10, 2004 by and between the Company and Goldman Sachs International, as counter-party together with the Schedule to the Master Agreement.
		The Company entered into this call option transaction with Goldman Sachs International as part of the Company’s strategy to proactively manage its finances.

(1) Certain portions of the Exhibits have been omitted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. The omitted portions have been separately filed with the Securities and Exchange Commission.

(b) Reports

During the quarter ended March 31, 2006, the Company submitted the following reports:

1. On January 27, 2006, we submitted a Form 6-K announcing our fourth quarter 2005 and year 2005 results.

25

2.	On March 1, 2006, we filed a Form 8-A/A amending and restating in its entirety the Company’s Registration Statement on Form 8-A filed with the Securities and Exchange Commission on October 26, 1999.
3.	On March 3, 2006, we submitted a Form 6-K announcing our guidance for our first quarter 2006 results.
4.	On March 24, 2006, we submitted a Form 6-K with exhibits comprising the Company’s Proxy Statement for the annual shareholders’ meeting to be held on April 26, 2006, the Company’s letter to its shareholders and the Company’s supplementary information for the year ended December 31, 2005.
5.	On March 31, 2006, we submitted a Form 6-K with exhibits comprising an Underwriting Agreement dated March 30, 2006 between the Company and Goldman Sachs (Singapore) Pte. and the Company’s press release dated March 31, 2006.

26

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: May 10, 2006

CHARTERED SEMICONDUCTOR
MANUFACTURING LTD
By:	/s/ Chia Song Hwee
	Name:	Chia Song Hwee
	Title:	President and Chief Executive Officer
By:	/s/ George Thomas
	Name:	George Thomas
	Title:	Senior Vice President and Chief Financial
		Officer

27

EX-99.1

SIGNATURE COPY

Exhibit 99.1

Confidential Treatment Requested: The portions of this agreement marked by XXXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Re: Letter Agreement — Refundable Cross Deposit Agreement dated 26 November 2002 as amended and supplemented (“RCDA”), between Chartered Semiconductor Manufacturing Ltd. (“Chartered”) and International Business Machines Corporation (“IBM”).

Dear Andy Miro:

This Letter Agreement memorializes the agreement of IBM and Chartered to amend certain portions of the RCDA in conjunction with the Parties’ execution of the Second Amendment to the IBM Fabrication Subcontract Agreement dated as of today. Accordingly, the Parties agree as follows:

1. Notwithstanding Section 2.4 of the RCDA, IBM shall refund Chartered’s Prepaid Capacity Deposit in the following manner:

a.	XXXXX ($US XXXXX) on or before 16, March 2006; and
b.	The remaining balance of Chartered’s Prepaid Capacity Deposit without interest thereon on or before 15 April, 2006.

	Such payments shall be paid by telegraphic transfers to the account(s) designated by Chartered in writing
2.	Notwithstanding any provision of the RCDA to the contrary but subject to payment of the refund by IBM pursuant to paragraph 1 above of this letter, the “Chartered Prepaid Capacity” and “Chartered Prepaid Capacity Period” will both terminate as of 15 April 2006.
3.	The Effective date of this Letter Agreement is March 15, 2006.
4.	Except as otherwise stated above, all other terms and conditions of the RCDA remain unchanged and shall remain in full force and effect. This Letter Agreement, together with the Agreement, constitutes the entire agreement between the Parties with respect to this subject matter and supersedes all previous communications and agreements with respect to that subject matter.
5.	Any signed copy of this Letter Agreement made by reliable means (e.g., photocopy or facsimile) is considered an original.

Please signify Chartered’s concurrence with this Letter Agreement by arranging for an authorized signatory of Chartered to countersign one original of this Agreement and then returning that original to Steven Blanks. The duplicate original is for your records.

Sincerely,

INTERNATIONAL BUSINESS MACHINES CORPORATION

By: /s/ Steven R Blanks
Name: Steven R Blanks
Title:    Procurement Development Manager

Signature Copy Page 1 of 2

SIGNATURE COPY

ACCEPTED AND AGREED TO
THIS 27th DAY OF MARCH, 2006.

CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
By: /s/ Mike Rekuc
Name: Mike Rekuc
Title: SVP, WW Sales and Marketing

Signature Copy Page 2 of 2

EX-99.2

Exhibit 99.2

Confidential Treatment Requested : The portion of this agreement marked by XXXXX have been omitted pursuant to a request for confidential treatment and have have been filed separately with the Securities and Exchange Commission.

Dated 3 March 2006

CHARTERED SEMICONDUCTOR MANUFACTURING LTD.

as Borrower

and

SUMITOMO MITSUI BANKING CORPORATION

as Arranger

and

SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH

acting as Agent

FACILITY AGREEMENT

ALLEN & GLEDHILL
ONE MARINA BOULEVARD #28-00   
SINGAPORE 018989

TABLE OF CONTENTS

| Contents            Page

1.	Definitions and Interpretation	1
2.	The Facility	9
3.	Purpose	9
4.	Conditions of Utilisation	9
5.	Utilisation	10
6.	Repayment	10
7.	Prepayment and Cancellation	11
8.	Interest	13
9.	Interest Periods	14
10.	Changes to the Calculation of Interest	14
11.	Fees	16
12.	Tax Gross Up and Indemnities	16
13.	Increased Costs	18
14.	Other Indemnities	19
15.	Mitigation by the Lenders	20
16.	Costs and Expenses	21
17.	Representations	21
18.	Information Undertakings	23
19.	Financial Covenants	25
20.	General Undertakings	26
21.	Events of Default	29
22.	Changes to the Lenders	32
23.	Changes to the Borrower	36
24.	Role of the Agent and the Arranger	36

	25.	Conduct of Business by the Finance Parties	41
	26.	Sharing among the Lenders	41
	27.	Payment Mechanics	42
	28.	Set-Off	44
	29.	Notices	44
	30.	Calculations and Certificates	46
	31.	Partial Invalidity	46
	32.	Remedies and Waivers	46
	33.	Amendments and Waivers	46
	34.	Counterparts	47
	35.	Governing Law	47
Schedule 1 -		The Original Lenders	48
Schedule 2 -		Conditions Precedent	49
Schedule 3 -		Utilisation Requests	50
Schedule 4 -		Form of Transfer Certificate	51
Schedule 5 -		Form of Compliance Certificate	53
Schedule 6 -		Form of Lender Accession Notice(s) and Commitment Increase Notice(s)	54
Schedule 7 -		Timetables	56

This Agreement is dated 3 March 2006 and made between:

(1)	Chartered Semiconductor Manufacturing Ltd. (the “Borrower”);
(2)	Sumitomo Mitsui Banking Corporation (the “Arranger”);
(3)	The Financial Institutions listed in Schedule 1 as lenders (the “Original Lenders”); and
(4)	Sumitomo Mitsui Banking Corporation, Singapore Branch, as agent of the other Finance Parties (the “Agent”).

It Is Agreed as follows:

1.	Definitions and Interpretation
1.1	Definitions
	In this Agreement:
	“Acceding Lender” means any financial institution which has executed a Lender Accession Notice.
	“Accession Date” means, in relation to a Lender Accession Notice executed and delivered by an Acceding Lender, the date specified (and defined) as such in that Lender Accession Notice, being the date on and from which that Acceding Lender’s undertaking, to be bound by this Agreement as if it had originally been a party hereto with the Commitment specified therein, takes or is to take effect.
	“Affiliate” means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.
	“Associated Company”; means, in relation to the Borrower, a corporation in respect of which the Borrower beneficially owns, directly or indirectly, at least 20 per cent. of the whole of its issued and paid-up capital.
	“Authorisation” means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.
	“Availability Period” means the period from and including 1 April 2006 to and including the Termination Date.
	“Available Commitment” means a Lender’s Commitment minus:

(a)	the amount of its participation in any outstanding Loans; and
(b)	in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date, other than that Lender’s participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

“Available Facility” means, the aggregate for the time being of each Lender’s Available Commitment.

“Break Costs” means the amount (if any) by which:

-1-

(a) the interest (which shall exclude the Margin in the computation of Break Costs for the purposes of a prepayment pursuant to Clause 7.1(c)) which a Lender should have received for the period from the date of receipt of all or any part of its participation in a Loan or Unpaid Sum to the last day of the current Interest Period in respect of that Loan or Unpaid Sum, had the principal amount or Unpaid Sum received been paid on the last day of that Interest Period,

exceeds:

(b) the amount which that Lender would be able to obtain by placing an amount equal to the principal amount or Unpaid Sum received by it on deposit with a leading bank in the London interbank market for a period starting on the Business Day following receipt or recovery and ending on the last day of the current Interest Period.

“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in Singapore and London and (in relation to any date for payment or purchase of US Dollars) New York City.

“Commitment” means:

(a)	in relation to an Original Lender, the amount in US Dollars set opposite its name under the heading “Commitment” in Schedule 1 (The Original Lenders) and the amount of any other Commitment transferred to it under this Agreement; and
(b)	in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

in each case, to the extent not cancelled, reduced or transferred by it under this Agreement.

“Commitment Increase” means the increase, by a Lender of its Commitment, pursuant to that Lender’s delivery of its Commitment Increase Notice pursuant to Clause 22.8 (Commitment Increase) or, as the case may be, the amount specified (and defined) as such in that Commitment Increase Notice.

“Commitment Increase Date” means, in relation to a Commitment Increase Notice executed and delivered by a Lender, the date specified (and defined) as such in that Commitment Increase Notice, being the date on and from which that Lender’s undertaking, to be bound by this Agreement as if it had originally been a party hereto with the Commitment in the amount equal to the Aggregate Commitment specified (and defined) therein, takes or is to take effect.

“Commitment Increase Notice” means a notice executed and delivered by any Lender to the Agent, substantially in the form set out in Part II of Schedule 6 (Form of Lender Accession Notice(s) and Commitment Increase Notice(s)).

“Compliance Certificate” means a certificate substantially in the form set out in Schedule 5 (Form of Compliance Certificate).

“Consolidated Net Worth” has the meaning given to it in Clause 19 (Financial Covenants).

-2-

“Consolidated Total Gross Debt” has the meaning given to it in Clause 19 (Financial Covenants).

“CSP Agreement” means the Credit Agreement dated 28 September 2000 made between (1) Chartered Silicon Partners Pte Ltd, (2) the lead arrangers named therein, (3) the arrangers named therein, (4) the co-arranger named therein, (5) the lead manager named therein, (6) the manager named therein, (7) the guarantor banks named therein, (8) the lending banks named therein, (9) the agent named therein and (10) the security trustee named therein.

“CSP Debt Service Reserve Account” means the deposit account opened and maintained by the Borrower with the DSRA Account Bank (as defined in the CSP Agreement), in accordance with the terms of the CSP Agreement.

“Default” means an Event of Default or any event or circumstance specified in Clause 21 (Events of Default) which would (with the expiry of a grace period and/or the giving of notice) be an Event of Default.

“Event of Default” means any event or circumstance specified as such in Clause 21 (Events of Default).

“Ex-Im Bank” means the Export-Import Bank of the United States and includes its successors in title.

“Ex-Im Bank Facility” means the US$653,130,629 loan guarantee facility granted or to be granted to the Borrower by Ex-Im Bank, to support the funding provided or to be provided by J P Morgan Chase Bank, N.A. to finance the export of equipment and supply of services to the Borrower to build Phase I of Fab 7.

“Ex-Im Bank Facility Anticipation Account” means an account or accounts opened and maintained or to be opened and maintained by the Borrower with a financial institution nominated by the Borrower and reasonably acceptable to Ex-Im Bank, in accordance with the terms of the Ex-Im Bank Facility.

“Fab 7” means a silicon wafer fabrication facility in Singapore, owned by the Borrower and designated as such by the Borrower.

“Facility” means the revolving credit facility made available under this Agreement as described in Clause 2.1.

“Facility Office” means the office or offices notified by a Lender to the Agent in writing on or before the date it becomes a Lender (or, following that date, by not less than five Business Days’ written notice) as the office or offices through which it will perform its obligations under this Agreement.

“Fee Letter” means any letter or letters dated on or about the date of this Agreement between the Arranger and the Borrower (or the Agent and the Borrower) setting out any of the fees referred to in Clause 11 (Fees).

“Finance Document” means this Agreement, any Fee Letter and any other document designated as such by the Agent and the Borrower.

“Finance Party” means the Agent, the Arranger or a Lender.

-3-

“Financial Indebtedness” means, in relation to any person, any indebtedness of that person for or in respect of:

(a)	moneys borrowed by that person;
(b)	any amount raised by acceptance under any acceptance credit facility granted to that person;
(c)	any amount raised by that person pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;
(d)	the amount of any liability of that person in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;
(e)	receivables sold or discounted by that person (other than any receivables to the extent they are sold or discounted on a non-recourse basis);
(f)	any amount raised by that person under any other transaction (including any forward sale or purchase agreement) required by GAAP to be shown as a borrowing in the audited consolidated balance sheet of the Group;
(g)	for the purpose of Clause 21.5 (Cross default), any derivative transaction entered into by that person in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);
(h)	shares of that person which are expressed to be redeemable;
(i)	for the purpose of Clause 21.5 (Cross default), any counter-indemnity obligation of that person in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and
(j)	the amount of any liability of that person in respect of any guarantee or indemnity given by that person for any indebtedness of any other person for or in respect of the items referred to in paragraphs (a) to (f) and in paragraph (h) above in relation to such other person.

“GAAP” means generally accepted accounting principles, standards and practices in the United States.

“Governmental Agency” means any government or any governmental agency, semi-governmental or judicial entity or authority (including, without limitation, any stock exchange or any self-regulatory organisation established under any law or regulation).

“Group” means the Borrower and its Subsidiaries for the time being.

“Holding Company” means, in relation to a company or corporation, any other company or corporation in respect of which it is a Subsidiary.

“Interest Period” means, in relation to a Loan, each period determined in accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid Sum, each period determined in accordance with Clause 8.3 (Default interest).

-4-

“International Investment Securities” means any bonds, notes, debentures, debenture stocks, loan stocks, certificates or other instruments evidencing indebtedness (excluding, for the avoidance of any doubt, any loans from banks or other financial institutions or lenders) with a maturity of greater than one year and which (a) are, or are intended to be, listed, quoted or traded on any stock exchange or in any securities market (including, without limitation, any over-the-counter market) and (b) either (i) are by their terms payable, or confer a right to receive payment, in any currency other than Singapore Dollars or (ii) are denominated in Singapore Dollars and in respect of which more than 50 per cent. of the aggregate principal amount of the offering of such International Investment Securities is initially distributed outside Singapore by or with the consent of the Borrower.

“Lender” means:

(a)	any Original Lender; and
(b)	any bank or financial institution which has become a Party in accordance with Clause 22 (Changes to the Lenders),

which in each case has not ceased to be a Party in accordance with the terms of this Agreement.

“Lender Accession Notice” means a notice executed and delivered by any Acceding Lender to the Agent, substantially in the form set out in Part I of Schedule 6 (Form of Lender Accession Notice(s) and Commitment Increase Notice(s)).

“LIBOR” means, in relation to any Loan:

(a)	the applicable Screen Rate; or
(b)	(if no Screen Rate is available for US Dollars for the Interest Period of that Loan) the arithmetic mean of the rates (rounded upwards to four decimal places) as supplied to the Agent at its request quoted by the Reference Banks to leading banks in the London interbank market,

as of the Specified Time on the Quotation Day for the offering of deposits in US Dollars for a period comparable to the Interest Period for that Loan.

“Loan” means a loan made or to be made under this Agreement or the principal amount outstanding for the time being of that loan.

“Majority Lenders” means:

(a)	if there are no Loans then outstanding, two or more Lenders whose Commitments aggregate more than 662/3% of the Total Commitments (or, if the Total Commitments have been reduced to zero, aggregated more than 662/3% of the Total Commitments immediately prior to the reduction); or
(b)	at any other time, two or more Lenders whose participations in the Loans then outstanding aggregate more than 662/3% of all the Loans then outstanding,

provided that where there is only a single lender, majority lenders shall mean such Lender.

“Margin” means XXXXX per cent. per annum.

“Material Adverse Effect” means a material adverse effect on:

-5-

(a)	the financial condition or business of the Borrower or on the consolidated financial condition or business of the Group taken as a whole; or
(b)	the ability of the Borrower to perform and comply with its payment or other material obligations under any Finance Document.

“Material Subsidiary” means any of the Borrower’s Subsidiaries whose consolidated net revenues or consolidated net assets (as shown on the most recent audited consolidated financial statements of such Subsidiary) represents 10 per cent. or more of the consolidated net revenues or, as the case may be, the consolidated net assets of the Borrower, as shown on the most recent audited consolidated financial statements of the Borrower.

“Month” means a period starting on one day in a calendar month and ending on the numerically corresponding day in the next calendar month, except that:

(a)	if the numerically corresponding day is not a Business Day, that period shall end on the next Business Day in that calendar month in which that period is to end if there is one, or if there is not, on the immediately preceding Business Day; and
(b)	if there is no numerically corresponding day in the calendar month in which that period is to end, that period shall end on the last Business Day in that calendar month.

The above rules will only apply to the last Month of any period.

“Original Financial Statements” means the audited consolidated financial statements of the Group for the financial year ended 31 December 2004.

“Party” means a party to this Agreement.

“Quotation Day” means, in relation to any period for which an interest rate is to be determined, two Business Days before the first day of that period.

“Reference Banks” means the principal London offices of Sumitomo Mitsui Banking Corporation or such other banks as may, by the mutual agreement between the Agent and the Borrower, be appointed by the Agent.

“Repeating Representations” means each of the representations set out in Clauses 17.1 (Status) to 17.4 (Power and authority), 17.7 (No default) and 17.10 (Pari passu ranking) to 17.12 (No proceedings pending or threatened).

“Screen Rate” means the British Bankers’ Association Interest Settlement Rate for US Dollars for the relevant period, currently displayed on page 3750 of the Telerate screen. If the agreed page is replaced or service ceases to be available, the Agent may specify another page or service displaying the appropriate rate after consultation with the Borrower and the Lenders.

“Security” means a mortgage, charge, pledge, lien or other security interest securing any obligation of any person or any other agreement or arrangement having a similar effect.

“Singapore Dollars” or “S$” means Singapore dollars.

“Specified Time” means a time determined in accordance with Schedule 7 (Timetables).

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“Subsidiary” means a subsidiary within the meaning of section 5 of the Companies Act, Chapter 50 of Singapore.

“Tax” means any tax, levy, impost, duty or other charge or withholding of a similar nature (including any penalty or interest payable in connection with any failure to pay or any delay in paying any of the same).

“Temasek” means Temasek Holdings (Private) Limited, registration number 197401143C.

“Termination Date” means, subject to Clause 6.2 (Extension Option), the date which is 364 days from 1 April 2006 (except that, if the Termination Date would otherwise fall on a day which is not a Business Day, it will instead be the immediately preceding Business Day).

“Total Commitments” means the aggregate of the Commitments, being US$150,000,000 at the date of this Agreement.

“Transfer Certificate” means a certificate substantially in the form set out in Schedule 4 (Form of Transfer Certificate) or any other form agreed between the Agent and the Borrower.

“Transfer Date” means, in relation to a transfer, the later of:

(a)	the proposed Transfer Date specified in the Transfer Certificate; and
(b)	the date on which the Agent executes the Transfer Certificate.

	“Unencumbered Assets” means, at any time, the assets of the Borrower which are not subject to any Security.
	“Unpaid Sum” means any sum due and payable but unpaid by the Borrower under the Finance Documents.
	“US Dollars” or “US$” means United States dollars.
	“Utilisation” means a utilisation of a Facility.
	“Utilisation Date” means the date of a Utilisation, being the date on which the relevant Loan is to be made.
	“Utilisation Request” means a notice substantially in the form set out in Schedule 3 (Utilisation Requests).
1.2	Construction

(a) Unless a contrary indication appears, any reference in this Agreement to:

(i)	the “Agent”, the “Arranger”, any “Finance Party”, any “Lender”, the “Borrower” or any “Party” shall be construed so as to include its successors in title, permitted assigns and permitted transferees;
(ii)	“assets” includes present and future properties, revenues and rights of every description;
(iii)	one person being “controlled” by another means that that other person (aa) owns directly or indirectly, more than 50 per cent. of the whole of the issued share capital of any class of the share capital of the Borrower

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	which confers voting rights or voting powers upon the holders of the share capital of such class to the extent of their respective shareholdings or (bb) has the ability, directly or indirectly, to influence any decision of, or to direct or cause the direction of the management and policies (including operations and maintenance decisions) of that person;
(iv)	a “Finance Document” or any other agreement or instrument is a reference to that Finance Document or other agreement or instrument as amended or novated;
(v)	“indebtedness” includes any obligation (whether incurred as principal or as surety) for the payment or repayment of money, whether present or future, actual or contingent;
(vi)	a “person” includes any person, firm, company, corporation, government, state or agency of a state or any association, trust or partnership (whether or not having separate legal personality) or two or more of the foregoing;
(vii)	a “regulation” includes any regulation, rule, official directive, request or guideline (whether or not having the force of law but if not having the force of law, which is generally complied with by those to whom it is addressed) of any governmental, intergovernmental or supranational body, agency, department or regulatory, self-regulatory or other relevant authority or organisation;
(viii)	a provision of law is a reference to that provision as amended or re-enacted; and
(ix)	a time of day is a reference to Singapore time.

(b)	Clause and Schedule headings are for ease of reference only.
(c)	Unless a contrary indication appears, a term used in any other Finance Document or in any notice or certificate given under or in connection with any Finance Document has the same meaning in that Finance Document, notice or certificate as in this Agreement.
(d)	A Default is “continuing” if it has not been remedied or waived.

1.3 Third Party Rights

(a)	Unless expressly provided to the contrary in this Agreement, a person who is not a Party has no right under the Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to enforce or to enjoy the benefit of any term of this Agreement.
(b)	Notwithstanding any terms of this Agreement, the consent of any third party is not required for any variation (including any release or compromise of any liability under) or termination of this Agreement.

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2.	The Facility
2.1	The Facility
	Subject to the terms of this Agreement, the Lenders make available to the Borrower a revolving credit facility with an extension option in an aggregate amount equal to the Total Commitments.
2.2	Finance Parties’ rights and obligations

(a)	The obligations of each Finance Party under the Finance Documents are several. Failure by a Finance Party to perform its obligations under the Finance Documents does not affect the obligations of any other Party under the Finance Documents. No Finance Party is responsible for the obligations of any other Finance Party under the Finance Documents.
(b)	The rights of each Finance Party under or in connection with the Finance Documents are separate and independent rights and any debt arising under the Finance Documents to a Finance Party from the Borrower shall be a separate and independent debt.
(c)	A Finance Party may, except as otherwise stated in the Finance Documents, separately enforce its rights under the Finance Documents.

3.	Purpose
3.1	Purpose
	The Borrower shall apply all amounts borrowed by it under the Facility towards (a) repaying its existing borrowings or (b) its working capital requirements.
3.2	Monitoring
	No Finance Party is bound to monitor or verify the application of any amount borrowed pursuant to this Agreement.

4.	Conditions of Utilisation
4.1	Initial conditions precedent
	The Borrower may not deliver a Utilisation Request unless the Agent has received all of the documents and other evidence listed in Schedule 2 (Conditions Precedent) in form and substance satisfactory to the Agent. The Agent shall notify the Borrower and the Lenders promptly upon being so satisfied.
4.2	Further conditions precedent
	The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

(a)	no Default is continuing or would result from the proposed Loan; and
(b)	the Repeating Representations to be made by the Borrower are true in all material respects.

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5.	Utilisation
5.1	Delivery of a Utilisation Request
	The Borrower may utilise the Facility by delivery to the Agent of a duly completed Utilisation Request not later than the Specified Time (or such later time as the Lenders may agree).
5.2	Completion of a Utilisation Request

(a) Each Utilisation Request is irrevocable and will not be regarded as having been duly completed unless:

(i)	the proposed Utilisation Date is a Business Day within the Availability Period;
(ii)	the currency and amount of the Utilisation comply with Clause 5.3 (Currency and amount);
(iii)	the proposed Interest Period complies with Clause 9 (Interest Periods); and
(iv)	it specifies the account and bank (which must be in New York City) to which the proceeds of the Utilisation are to be credited.

(b) Only one Loan may be requested in each Utilisation Request.

5.3 Currency and amount

(a)	The currency specified in a Utilisation Request must be US Dollars.
(b)	The amount of the proposed Loan must be a minimum of US$10,000,000 or a higher integral multiple of US$1,000,000 or, if less, the Available Facility and in any event such that it is less than or equal to the Available Facility.

5.4 Lenders’ participation

(a)	If the conditions set out in this Agreement have been met, each Lender shall make its participation in each Loan available by the Utilisation Date through its Facility Office.
(b)	The amount of each Lender’s participation in each Loan will be equal to the proportion borne by its Available Commitment to the Available Facility immediately prior to making the Loan.
(c)	The Agent shall notify each Lender of the amount of each Loan and the amount of its participation in that Loan by the Specified Time.

6.	Repayment
6.1	Repayment
	The Borrower shall repay each Loan on the last day of its Interest Period.
6.2	Extension Option

(a) The Termination Date shall be extended by 364 days if:

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(i)	the Borrower so requests by notice received by the Agent not less than 60 days before the Termination Date; and
(ii)	the Agent notifies the Borrower that the Lenders have agreed to that request.

(b)	The Agent shall promptly notify each Lender of any such request.
(c)	Each Lender shall notify the Agent of its decision (which shall be in its sole discretion) whether or not to agree to the request at least 30 days before the Termination Date.
(d)	The Agent shall promptly notify the Borrower and the Lenders whether or not the Lenders have agreed to the request.
(e)	There may be only one extension of the Termination Date.
(f)	If any extension is so agreed, the Borrower shall pay to the Agent (for the account of each Lender) a fee equal to the percentage on that Lender’s Commitment specified opposite the relevant range set out in the following table in which the ratio of the Consolidated Total Gross Debt to Consolidated Net Worth falls. That fee shall be payable on the date which, but for that agreement, would be the Termination Date. On such date, the Borrower confirms that the Repeating Representations and each of the representations set out in Clauses 17.5 (Validity and admissibility in evidence) and 17.6 (No filing or stamp taxes) are true and correct as at such date as if made by reference to the facts and circumstances then existing.
(g)	Consolidated Net Worth and Consolidated Total Gross Debt shall be determined from the latest financial statements of the Group delivered under Clause 18.1 (Financial statements).

	Extension fee
Ratio of Consolidated Total Gross Debt to Consolidated Net Worth	(per cent.)
Greater than or equal to 1.3:0		0.70
Less than 1.3:0 but greater than or equal to 1.0:1		0.55
Less than 1.0:1 but greater than or equal to 0.8:1		0.45
Less than 0.8:1		0.30

7.	Prepayment and Cancellation
7.1	Illegality
	If it becomes unlawful in Singapore or the jurisdiction of its head office or its Facility Office for a Lender to perform any of its obligations as contemplated by this Agreement or to fund or maintain its participation in any Loan:

(a)	that Lender shall promptly notify the Agent upon becoming aware of that event;
(b)	upon the Agent notifying the Borrower, the Commitment of that Lender will be immediately cancelled; and

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(c) the Borrower shall repay that Lender’s participation in the Loans on the last day of the Interest Period for each Loan occurring after the Agent has notified the Borrower or, if earlier, the date specified by the Lender in the notice delivered to the Agent (being no earlier than the last day of any applicable grace period permitted by law).

7.2	Change of control
	If Temasek ceases (a) to be (directly or indirectly) the single largest shareholder of the Borrower, (b) to control the Borrower or (c) to own (directly or indirectly) at least 30 per cent. of the ordinary issued shares of the Borrower:

(i)	the Borrower shall promptly notify the Agent upon becoming aware of that event;
(ii)	the Borrower may not deliver a Utilisation Request and no Loan shall be made available unless otherwise agreed by the Majority Lenders; and
(iii)	if the Majority Lenders so require, the Agent shall, by not less than 30 days’ notice to the Borrower, cancel the Facility and declare all outstanding Loans, together with accrued interest, and all other amounts accrued under the Finance Documents immediately due and payable, whereupon the Facility will be cancelled and all such outstanding amounts will become immediately due and payable.

7.3	Voluntary cancellation
	The Borrower may, if it gives the Agent not less than five Business Days’ (or such shorter period as the Majority Lenders may agree) prior notice, cancel the whole or any part (being a minimum amount of US$10,000,000 or a higher integral multiple of US$1,000,000) of an Available Facility. Any cancellation under this Clause 7.3 shall reduce the Commitments of the Lenders rateably.
7.4	Voluntary prepayment of Loans
	The Borrower may, if it gives the Agent not less than ten days’ (or such shorter period as the Majority Lenders may agree) prior notice, prepay the whole or any part of a Loan (but if in part, being an amount that reduces the amount of that Loan by a minimum amount of US$10,000,000 or a higher integral multiple of US$1,000,000).
7.5	Right of repayment and cancellation in relation to a single Lender

(a) If:

(i)	any sum payable to any Lender by the Borrower is required to be increased under paragraph (c) of Clause 12.2 (Tax gross-up);
(ii)	any Lender claims indemnification from the Borrower under Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs); or
(iii)	the rate notified by a Lender in relation to a particular Interest Period under Clause 10.2(a)(ii) is higher than the lowest rate notified by any other Lender under that Clause,

the Borrower may, whilst the circumstance giving rise to the requirement or indemnification continues, give the Agent notice of cancellation of the

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	Commitment of that Lender and its intention to procure the repayment of that Lender’s participation in the Loans.
(b)	On receipt of a notice referred to in paragraph (a) above, the Commitment of that Lender shall immediately be reduced to zero.
(c)	On the last day of each Interest Period which ends after the Borrower has given notice under paragraph (a) above (or, if earlier, the date specified by the Borrower in that notice), the Borrower shall repay that Lender’s participation in that Loan.

7.6 Restrictions

(a)	Any notice of cancellation or prepayment given by any Party under this Clause 7 shall be irrevocable and, unless a contrary indication appears in this Agreement, shall specify the date or dates upon which the relevant cancellation or prepayment is to be made and the amount of that cancellation or prepayment.
(b)	Any prepayment under this Agreement shall be made together with accrued interest on the amount prepaid and, subject to any Break Costs, without premium or penalty.
(c)	Unless a contrary indication appears in this Agreement any part of the Facility which is prepaid may be reborrowed in accordance with the terms of this Agreement.
(d)	The Borrower shall not repay or prepay all or any part of the Loans or cancel all or any part of the Commitments except at the times and in the manner expressly provided for in this Agreement.
(e)	No amount of the Total Commitments cancelled under this Agreement may be subsequently reinstated.
(f)	If the Agent receives a notice under this Clause 7 it shall promptly forward a copy of that notice to either the Borrower or the affected Lender(s), as appropriate.

8.	Interest
8.1	Calculation of interest
	The rate of interest on each Loan for each Interest Period is the percentage rate per annum which is the aggregate of:

(a)	the Margin; and
(b)	the applicable LIBOR.

8.2	Payment of interest
	The Borrower shall pay accrued interest on each Loan on the last day of each Interest Period.
8.3	Default interest

(a) If the Borrower fails to pay any amount payable by it under a Finance Document on its due date, interest shall accrue on the overdue amount from the due date up

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to the date of actual payment (both before and after judgment) at a rate which, subject to paragraph (b) below, is the sum of 1.5 per cent. and the rate which would have been payable if the overdue amount had, during the period of non-payment, constituted a Loan for successive Interest Periods, each of a duration selected by the Agent (acting reasonably). Any interest accruing under this Clause 8.3 shall be immediately payable by the Borrower on demand by the Agent.

(b)

If any overdue amount consists of all or part of a Loan which became due on a day which was not the last day of an Interest Period relating to that Loan:

(i)	the first Interest Period for that overdue amount shall have a duration equal to the unexpired portion of the current Interest Period relating to that Loan; and
(ii)	the rate of interest applying to the overdue amount during that first Interest Period shall be the sum of 1.5 per cent. and the rate which would have applied if the overdue amount had not become due.

(c) Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount at the end of each Interest Period applicable to that overdue amount but will remain immediately due and payable.

8.4	Notification of rates of interest
	The Agent shall promptly notify the Lenders and the Borrower of the determination of a rate of interest under this Agreement.

9.	Interest Periods
9.1	Selection of Interest Periods

(a)	The Borrower may select an Interest Period for a Loan in the Utilisation Request for that Loan.
(b)	Subject to this Clause 9, the Borrower may select an Interest Period of one, two, three or six Months or any other period agreed between the Borrower and the Agent (acting on the instructions of all the Lenders).
(c)	An Interest Period for a Loan shall not extend beyond the Termination Date.
(d)	A Loan has one Interest Period only.

9.2	Non-Business Days
	If an Interest Period would otherwise end on a day which is not a Business Day, that Interest Period will instead end on the next Business Day in that calendar month (if there is one) or the preceding Business Day (if there is not).

10.	Changes to the Calculation of Interest
10.1	Absence of quotations
	Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined by reference to the Reference Banks but a Reference Bank does not supply a quotation by the Specified

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	Time on the Quotation Day, the applicable LIBOR shall be determined on the basis of the quotations of the remaining Reference Banks.
10.2	Market disruption

(a) If a Market Disruption Event occurs in relation to a Loan for any Interest Period, then the rate of interest on each Lender’s share of that Loan for that Interest Period shall be the rate per annum which is the sum of:

(i)	the Margin; and
(ii)	the rate notified to the Agent by that Lender as soon as practicable and in any event before interest is due to be paid in respect of that Interest Period, to be that which expresses as a percentage rate per annum the cost to that Lender of funding its participation in that Loan from whatever source it may reasonably select.

(b) In this Agreement “Market Disruption Event” means:

(i)	at or about noon (London time) on the Quotation Day for the relevant Interest Period the Screen Rate is not available and none or only one of the Reference Banks supplies a rate to the Agent to determine LIBOR for US Dollars for the relevant Interest Period; or
(ii)	before close of business in Singapore on the Quotation Day for the relevant Interest Period, the Agent receives notifications from a Lender or Lenders (whose participations in a Loan exceed 51 per cent. of that Loan) that the cost to it or them of obtaining matching deposits in the London interbank market would be in excess of LIBOR.

10.3 Alternative basis of interest or funding

(a)	If a Market Disruption Event occurs and the Agent or the Borrower so requires, the Agent and the Borrower shall enter into negotiations (for a period of not more than thirty days) with a view to agreeing a substitute basis for determining the rate of interest.
(b)	Any alternative basis agreed pursuant to paragraph (a) above shall, with the prior consent of all the Lenders and the Borrower:

(i)	be binding on all Parties;
(ii)	be the basis upon which interest on each Lender’s share of that Loan for that Interest Period shall be determined and paid; and
(iii)	override and replace the rate of interest, determined under Clause 10.2(a) on each Lender’s share of that Loan for that Interest Period.

10.4 Break Costs

(a) The Borrower shall, within five Business Days of demand by a Finance Party, pay to that Finance Party its Break Costs attributable to all or any part of a Loan or an Unpaid Sum being paid by the Borrower on a day other than the last day of an Interest Period for that Loan or that Unpaid Sum.

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(b) Each Lender shall, together with its demand made pursuant to paragraph (a) above, provide a certificate confirming the amount, and setting out the computation of its Break Costs for any Interest Period in which they accrue.

11.	Fees
11.1	Commitment fee

(a)	The Borrower shall pay to the Agent (for the account of each Lender) a fee in US Dollars computed at the rate of 0.25 per cent. per annum on that Lender’s Available Commitment for the Availability Period.
(b)	The accrued commitment fee is payable on the last day of each successive period of three Months which ends during the Availability Period, on the last day of the Availability Period and, if cancelled in full, on the cancelled amount of the relevant Lender’s Commitment at the time the cancellation is effective.

11.2	Management fee
	The Borrower shall pay to the Agent (for the account of the Original Lenders) a management fee in the amount and at the times agreed in a Fee Letter.
11.3	Agency fee
	The Borrower shall pay to the Agent (for its own account) an agency fee in the amount and at the times agreed in a Fee Letter.

12.	Tax Gross Up and Indemnities
12.1	Definitions

(a)	In this Clause 12:
	“Protected Party” means a Finance Party which is or will be subject to any liability, or required to make any payment, for or on account of Tax in relation to a sum received or receivable (or any sum deemed for the purposes of Tax to be received or receivable) under a Finance Document.
	“Tax Credit” means a credit against, relief or remission for, or repayment of any Tax.
	“Tax Deduction” means a deduction or withholding for or on account of Tax from a payment under a Finance Document.
	“Tax Payment” means an increased payment made by the Borrower to a Finance Party under Clause 12.2 (Tax gross-up) or a payment under Clause 12.3 (Tax indemnity).
(b)	In this Clause 12, a reference to “determines” or “determined” means a determination made reasonably by the person making that determination.

12.2 Tax gross-up

(a) The Borrower shall make all payments to be made by it without any Tax Deduction, unless a Tax Deduction is required by law, in which case the amount

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	of the payment due from the Borrower shall be increased to an amount which (after making any Tax Deduction) leaves an amount equal to the payment which would have been due if no Tax Deduction had been required.
(b)	The Borrower or a Lender shall promptly upon becoming aware that the Borrower must make a Tax Deduction (or that there is any change in the rate or the basis of a Tax Deduction) notify the Agent accordingly. If the Agent receives such notification from a Lender it shall promptly notify the Borrower.
(c)	If the Borrower is required to make a Tax Deduction, it shall make that Tax Deduction and any payment required in connection with that Tax Deduction within the time allowed and in the minimum amount required by law.
(d)	Within thirty days of making either a Tax Deduction or any payment required in connection with that Tax Deduction, the Borrower shall deliver to the Agent for the Finance Party entitled to the payment evidence reasonably satisfactory to that Finance Party that the Tax Deduction has been made or (as applicable) any appropriate payment has been paid to the relevant taxing authority.

12.3 Tax indemnity

(a)	The Borrower shall (within five Business Days of demand by the Agent) pay to a Protected Party an amount equal to the loss, liability or cost which that Protected Party determines has been suffered for or on account of Tax by that Protected Party in respect of a Finance Document.
(b)	Paragraph (a) above shall not apply with respect to any Tax assessed on a Finance Party:

(i)	under the law of the jurisdiction in which that Finance Party is incorporated; or
(ii)	under the law of the jurisdiction in which that Finance Party’s Facility Office is located in respect of amounts received or receivable in that jurisdiction,

	if that Tax is calculated by reference to the net income received or receivable (but not any sum deemed to be received or receivable) by that Finance Party.
(c)	A Protected Party making, or intending to make, a claim under paragraph (a) above shall promptly notify the Agent of the event which will give, or has given, rise to the claim, following which the Agent shall promptly notify the Borrower in writing.
(d)	A Protected Party shall, on receiving a payment from the Borrower under this Clause 12.3, notify the Agent.

12.4	Tax Credit
	If the Borrower makes a Tax Payment and the relevant Finance Party determines that:

(a)	a Tax Credit is attributable either to an increased payment of which that Tax Payment forms part or to that Tax Payment; and
(b)	that Finance Party has obtained and utilised that Tax Credit,

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	the Finance Party shall pay an amount to the Borrower which that Finance Party determines will leave it (after that payment) in no better and no worse position in respect of its worldwide Tax liabilities than it would have been in had the Tax Payment not been required to be made by the Borrower.
12.5	Stamp duties
	The Borrower shall, within five Business Days of demand, pay and indemnify each Finance Party against any cost, loss or liability that Finance Party incurs in relation to all stamp duty, registration and other similar Taxes payable in respect of any Finance Document.
12.6	Goods and Services tax
	The Borrower shall also within five Business Days of demand, in addition to any amount payable by the Borrower to the relevant Finance Party under a Finance Document, pay any goods and services, value added or similar Tax payable in respect of that amount (and references in that Finance Document to that amount shall be deemed to include any such Taxes payable in addition to it).

13.	Increased Costs
13.1	Increased costs

(a)

Subject to Clause 13.3 (Exceptions) and Clause 22.2 (Conditions of assignment or transfer) the Borrower shall, within five Business Days of a demand by the Agent, pay for the account of a Finance Party the amount of any Increased Costs incurred by that Finance Party or its Holding Company as a result of (i) the introduction of or any change in (or in the interpretation, administration or application of) any law or regulation in Singapore or the jurisdiction of its head office, Facility Office or Holding Company, in each case, after the date of this Agreement or (ii) compliance with any law or regulation in Singapore or the jurisdiction of its head office, Facility Office or Holding Company made after the date of this Agreement.

(b)

In this Agreement “Increased Costs” means:

(i)	a reduction in the rate of return from the Facility or on a Finance Party’s (or its Holding Company’s) overall capital;
(ii)	an additional or increased cost; or
(iii)	a reduction of any amount due and payable under any Finance Document,

which is incurred or suffered by a Finance Party or its Holding Company to the extent that it is attributable to that Finance Party having entered into its Commitment or funding or performing its obligations under any Finance Document.

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13.2 Increased cost claims

(a)	A Finance Party intending to make a claim pursuant to Clause 13.1 (Increased costs) shall notify the Agent of the event giving rise to the claim, following which the Agent shall promptly notify the Borrower.
(b)	Each Finance Party shall, together with its notification to the Agent pursuant to paragraph (a) above, provide a certificate confirming the amount of its Increased Costs.

13.3 Exceptions

(a) Clause 13.1 (Increased costs) does not apply to the extent any Increased Cost is:

(i)	attributable to a Tax Deduction required by law to be made by the Borrower;
(ii)	compensated for by Clause 12.3 (Tax indemnity) (or would have been compensated for under Clause 12.3 (Tax indemnity) but was not so compensated solely because any of the exclusions in paragraph (b) of Clause 12.3 (Tax indemnity) applied); or
(iii)	attributable to the breach by the relevant Finance Party or its Holding Company of any law or regulation or is an amount which would not have been payable by the relevant Finance Party or its Holding Company but for its negligence in failing to comply with any law or regulation.

(b) In this Clause 13.3, a reference to a “Tax Deduction” has the same meaning given to the term in Clause 12.1 (Definitions).

14.	Other Indemnities
14.1	Currency indemnity

(a) If any sum due from the Borrower under the Finance Documents (a “Sum”), or any order, judgment or award given or made in relation to a Sum, has to be converted from the currency (the “First Currency”) in which that Sum is payable into another currency (the “Second Currency”) for the purpose of:

(i)	making or filing a claim or proof against the Borrower; or
(ii)	obtaining or enforcing an order, judgment or award in relation to any litigation or arbitration proceedings,
	the Borrower shall as an independent obligation, within five Business Days of demand, indemnify each Finance Party to whom that Sum is due against any cost, loss or liability arising out of or as a result of the conversion including any discrepancy between (A) the rate of exchange used to convert that Sum from the First Currency into the Second Currency and (B) the rate or rates of exchange available to that person at the time of its receipt of that Sum.

(b) The Borrower waives any right it may have in any jurisdiction to pay any amount under the Finance Documents in a currency or currency unit other than that in which it is expressed to be payable.

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14.2	Other indemnities
	The Borrower shall, within five Business Days of demand, indemnify each Finance Party against any cost, loss or liability incurred by that Finance Party as a result of:

(a)	the occurrence of any Event of Default;
(b)	a failure by the Borrower to pay any amount due under a Finance Document on its due date, including without limitation, any cost, loss or liability arising as a result of Clause 26 (Sharing among the Lenders);
(c)	funding, or making arrangements to fund, its participation in a Loan requested by the Borrower in a Utilisation Request but not made by reason of the operation of any one or more of the provisions of this Agreement (other than by reason of default or negligence by that Lender alone); or
(d)	a Loan (or part of a Loan) not being prepaid in accordance with a notice of prepayment given by the Borrower.

14.3	Indemnity to the Agent
	The Borrower shall promptly indemnify the Agent against any cost, loss or liability incurred by the Agent (acting reasonably) as a result of:

(a)	investigating (after consultation with the Borrower) any event which it reasonably believes is a Default; or
(b)	acting or relying on any notice, request or instruction purportedly by the Borrower which it reasonably believes to be genuine, correct and appropriately authorised.

15.	Mitigation by the Lenders
15.1	Mitigation

(a)

Each Finance Party shall, in consultation with the Borrower, take all reasonable steps to mitigate any circumstances which arise and which would result in any amount becoming payable under, or cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs) including (but not limited to) transferring its rights and obligations under the Finance Documents to another Affiliate or Facility Office.

(b)

Paragraph (a) above does not in any way limit the obligations of the Borrower under the Finance Documents.

15.2 Limitation of liability

(a)	The Borrower shall indemnify each Finance Party for all costs and expenses reasonably incurred by that Finance Party as a result of steps taken by it under Clause 15.1 (Mitigation).
(b)	A Finance Party is not obliged to take any steps under Clause 15.1 (Mitigation) if, in the opinion of that Finance Party (acting reasonably), to do so is likely to be prejudicial to it.

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16.	Costs and Expenses
16.1	Transaction expenses
	The Borrower shall, within five Business Days of demand, pay the Agent and the Arranger the amount of all costs and expenses (including legal fees) reasonably incurred by any of them in connection with the negotiation, preparation, printing, execution and syndication of:

(a)	this Agreement and any other Finance Documents referred to in this Agreement; and
(b)	any other Finance Documents executed after the date of this Agreement.

16.2	Amendment costs
	If the Borrower requests an amendment, waiver or consent, the Borrower shall, within five Business Days of demand, reimburse the Agent for the amount of all costs and expenses (including legal fees) reasonably incurred by the Agent in responding to, evaluating, negotiating or complying with that request.
16.3	Enforcement costs
	The Borrower shall, within five Business Days of demand, pay to each Finance Party the amount of all costs and expenses (including legal fees) incurred by that Finance Party in connection with the enforcement of, or the preservation of any rights under, any Finance Document.

17.	Representations
	The Borrower makes the representations and warranties set out in this Clause 17 to each Finance Party on the date of this Agreement.
17.1	Status

(a)	It is a corporation, duly incorporated and validly existing under the law of Singapore.
(b)	It and each of its Subsidiaries has the power to own its assets and carry on its business as it is being conducted.

17.2	Binding obligations
	The obligations expressed to be assumed by it in each Finance Document are, subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered pursuant to Clause 4 (Conditions of Utilisation), legal, valid, binding and enforceable obligations.
17.3	Non-conflict with other obligations
	The entry into and performance by it of, and the transactions contemplated by, the Finance Documents do not and will not conflict with:

(a)	any law or regulation applicable to it;
(b)	its constitutional documents; or

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(c) any agreement or instrument binding upon it or any of its assets or (to an extent which would have a Material Adverse Effect on it) any of its Subsidiaries or any of its Subsidiaries’ assets.

17.4	Power and authority
	It has the power to enter into, perform and deliver, and has taken all necessary action to authorise its entry into, performance and delivery of, the Finance Documents and the transactions contemplated by those Finance Documents.
17.5	Validity and admissibility in evidence
	All Authorisations required:

(a)	to enable it lawfully to enter into, exercise its rights and comply with its obligations in the Finance Documents; and
(b)	to make the Finance Documents admissible in evidence in Singapore,

	have been obtained or effected and are in full force and effect.
17.6	No filing or stamp taxes
	It is not necessary, under Singapore law, that the Finance Documents be filed, recorded or enrolled with any court or other authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to the Finance Documents or the transactions contemplated by the Finance Documents.
17.7	No default

(a)	No Event of Default is continuing or might reasonably be expected to result from the making of any Utilisation.
(b)	No other event or circumstance is outstanding which constitutes a default under any other agreement or instrument which is binding on it or any of its Subsidiaries or to which its (or any of its Subsidiaries’) assets are subject which, in each case, might reasonably be expected to have a Material Adverse Effect.

17.8 No misleading information

(a)	Any material written factual information provided by it in relation to this Agreement was true and accurate in all material respects as at the date it was provided or as at the date (if any) at which it is stated.
(b)	Nothing has occurred or been omitted from the factual information so provided that results in the information referred to in paragraph (a) above provided by it being untrue or misleading in any material respect.

17.9 Financial statements

(a)	Its Original Financial Statements were prepared in accordance with GAAP consistently applied.
(b)	Its Original Financial Statements give a true and fair view of its consolidated financial condition and operations as at the end of and for the relevant financial year.

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(c) There has been no change in its financial condition (or the consolidated financial condition of the Group) since 31 December 2005 which has a material adverse effect on the ability of the Borrower to perform and comply with its payment or other material obligations under this Agreement.

17.10	Pari passu ranking
	Its payment obligations under the Finance Documents rank at least pari passu with the claims of all its other unsecured and unsubordinated creditors, except for obligations mandatorily preferred by law in Singapore applying to companies generally.
17.11	Winding-up
	No meeting has been convened for the winding-up of it or any of its Subsidiaries or for the appointment of a receiver, trustee, judicial manager, administrator, administrative receiver, compulsory manager or other similar officer of it, any of its Subsidiaries or any of their respective assets, no such step is intended by it or any of its Subsidiaries and, so far as it is aware, no petition, application or the like is outstanding for the winding-up of it or any of its Subsidiaries or for the appointment of a receiver, trustee, judicial manager, administrator, administrative receiver, compulsory manager or other similar officer of it, any of its Subsidiaries or any of their respective assets or any of them.
17.12	No proceedings pending or threatened
	No litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably be expected to have a Material Adverse Effect have (to the best of its knowledge and belief) been started or threatened against it or any of its Subsidiaries.
17.13	Repetition
	The Repeating Representations are deemed to be made by the Borrower by reference to the facts and circumstances then existing on the date of each Utilisation Request and on the first day of each Interest Period.

18.	Information Undertakings
	The undertakings in this Clause 18 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
18.1	Financial statements
	The Borrower shall supply to the Agent in sufficient copies for all the Lenders:

(a)	as soon as the same become available, but in any event within 180 days after the end of each of its financial years, its audited consolidated financial statements for that financial year; and
(b)	as soon as the same become available, but in any event within 60 days after the end of each quarter of each of its financial years, its unaudited consolidated financial statements for that financial quarter.

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18.2 Compliance Certificate

(a)	The Borrower shall supply to the Agent, with each set of financial statements delivered pursuant to Clause 18.1 (Financial statements), a Compliance Certificate setting out (in reasonable detail) computations as to compliance with Clause 19 (Financial Covenants) as at the date as at which those financial statements were drawn up.
(b)	Each Compliance Certificate shall be signed by a director or an authorised signatory of the Borrower.

18.3 Requirements as to financial statements

(a)

Each set of financial statements delivered by the Borrower pursuant to Clause 18.1 (Financial statements) shall (unless certified by the Borrower’s auditors) be certified by a director, an authorised signatory or senior officer on its behalf as giving a true and fair view of its consolidated financial condition and operations as at the end of and for the period in relation to which those financial statements were drawn up.

(b)

The Borrower shall procure that each set of financial statements delivered pursuant to Clause 18.1 (Financial statements) is prepared using GAAP.

18.4	Information: miscellaneous
	The Borrower shall supply to the Agent (in sufficient copies for all the Lenders, if the Agent so requests):

(a)	all documents despatched by the Borrower to its shareholders (or any class of them) or its creditors generally at the same time as they are despatched;
(b)	promptly upon becoming aware of them, the details of any litigation, arbitration or administrative proceedings which are current, threatened or pending against any member of the Group, and which would, if adversely determined, be reasonably expected to have a Material Adverse Effect; and
(c)	promptly, such further information regarding the financial condition, business and operations of any member of the Group as any Finance Party (through the Agent) may reasonably request, except to the extent that:

(i)	disclosure of such information would breach any law, regulation or stock exchange requirement; or
(ii)	where the Borrower is of the reasonable opinion that the information is of a price-sensitive nature or is of a proprietary nature and its disclosure would be prejudicial to any member of the Group,

Provided that such information shall be promptly supplied to the Agent, in accordance with this Clause 18.4 in the event that it should subsequently request for the same if, at the time of such subsequent request, the Borrower has determined in good faith that (A) such disclosure would not result in such a breach or, as the case may be, (B) such opinion no longer applies.

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18.5 Notification of default

(a)	The Borrower shall notify the Agent of any Default (and the steps, if any, being taken to remedy it) promptly upon becoming aware of its occurrence.
(b)	Promptly upon a request by the Agent, the Borrower shall supply to the Agent a certificate signed by a director, an authorised signatory or a senior officer on its behalf certifying that no Default is continuing (or if a Default is continuing, specifying the Default and the steps, if any, being taken to remedy it).

19.	Financial Covenants
19.1	Financial condition
	The Borrower shall ensure that:

(a)	Consolidated Net Worth will not at any time be less than US$1,000,000,000; and
(b)	Consolidated Total Gross Debt will not at any time exceed 180 per cent. of Consolidated Net Worth.

19.2 Financial covenant calculations

(a)	Consolidated Net Worth and Consolidated Total Gross Debt shall be calculated and interpreted on a consolidated basis in accordance with the GAAP applicable to the Original Financial Statements and shall be expressed in US Dollars.
(b)	Consolidated Net Worth and Consolidated Total Gross Debt shall be determined (except as needed to reflect the terms of this Clause 19) from the financial statements of the Group and Compliance Certificates delivered under Clause 18.1 (Financial statements) and Clause 18.2 (Compliance Certificate).

19.3	Definitions
	In this Clause 19:
	“Consolidated Net Worth” means the aggregate of the paid-up share capital and reserves of the Borrower and its Subsidiaries or any other accounts of the Borrower and its Subsidiaries that are included as shareholders’ fund, less non-monetary revaluation reserves and goodwill arising from any Major Acquisition.
	“Consolidated Total Gross Debt” means, as at any particular time, the aggregate outstanding principal, capital or nominal amount (and any fixed or minimum premium payable on prepayment or redemption) of the Financial Indebtedness of members of the Group.
	For this purpose, any amount outstanding or repayable in a currency other than US Dollars shall on that day be taken into account in its US Dollars equivalent at the rate of exchange that would have been used had an audited consolidated balance sheet of the Group been prepared as at that day in accordance with the GAAP applicable to the Original Financial Statements.
	“Major Acquisition” means an acquisition by the Borrower or any of its Subsidiaries of shares or other equity interest in an entity where the aggregate consideration for such

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acquisition exceeds US$300,000,000 (or its equivalent in any other currency or currencies).

20.	General Undertakings
	The undertakings in this Clause 20 remain in force from the date of this Agreement for so long as any amount is outstanding under the Finance Documents or any Commitment is in force.
20.1	Authorisations
	The Borrower shall promptly:

(a)	obtain, comply with and do all that is necessary to maintain in full force and effect; and
(b)	supply certified copies to the Agent of,

	any Authorisation required under any law or regulation of Singapore to enable it to perform its obligations under the Finance Documents and to ensure the legality, validity, enforceability or admissibility in evidence in Singapore of any Finance Document.
20.2	Compliance with laws
	The Borrower shall comply in all respects with all laws to which it may be subject, if failure so to comply would materially impair its ability to perform its obligations under the Finance Documents.
20.3	Negative pledge
	The Borrower will not, and will procure that none of its Material Subsidiaries will, create or permit to subsist any Security upon the whole or any part of any present or future property or assets to secure the repayment of, or any guarantee or indemnity in respect of, any credit or loan facilities or International Investment Securities without (a) at the same time or prior thereto securing the Facility equally and rateably with such securities or otherwise in a manner satisfactory to the Lenders or (b) providing such other security for the Facility as the Lenders may deem to be not materially less beneficial Provided, however, that the foregoing restriction shall not apply to:

(i) any Security upon the whole or a part of any property or assets of the Borrower or any of its Material Subsidiaries, which Security is to secure any indebtedness arising from credit or loan facilities or International Investment Securities issued by the Borrower or by any of its Material Subsidiaries, in each case solely for the purpose of financing the cost of the purchase, development, construction, equipping, alteration, repair or improvement of any property or assets acquired by it or them after 2 April 2001 Provided that (1) such Security is confined to such property or assets, (2) the principal amount of the International Investment Securities secured by such Security shall not exceed the aggregate amount of such cost and (3) such Security attaches to such property or assets concurrently with or within 120 days after the time of the acquisition of such property or assets or the completion of the activity being financed;

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(ii)	any Security upon the whole or a part of any property or assets of the Borrower or any of its Material Subsidiaries, which Security is to secure any indebtedness evidenced by International Investment Securities existing on (1) any property or asset of any entity at the time the Borrower or one of its Subsidiaries acquire such entity after 2 April 2001, whether by merger, consolidation or otherwise or (2) any property or asset at the time it is acquired by the Borrower or one of its Subsidiaries after 2 April 2001 Provided that, in each case, such Security shall not have been created in contemplation of or in connection with the acquisition of such entity or, as the case may be, the acquisition of such property or asset;
(iii)	any Security upon the whole or a part of any property or assets of the Borrower or any of its Material Subsidiaries, which Security is a renewal, extension or replacement (in whole or in part) of any Security permitted in paragraphs (i) and/or (ii) above;
(iv)	the Security over the CSP Debt Service Reserve Account and the amounts from time to time deposited and held therein, created in favour of the Security Trustee under the CSP Agreement, provided that the aggregate of all amounts deposited and held in the CSP Debt Service Reserve Account shall not at any time exceed US$129,000,000;
(v)	any netting or set-off arrangement entered into by the Borrower in the ordinary course of its banking arrangements for the purpose of netting debit and credit balances;
(vi)	any Security created or to be created in favour of Ex-Im Bank over the Ex-Im Bank Facility Anticipation Account and the amounts from time to time deposited and held in the Ex-Im Bank Facility Anticipation Account, provided that the aggregate of all amounts deposited and held in the Ex-Im Bank Facility Anticipation Account shall not at any time exceed US$150,000,000;
(vii)	any Security created pursuant to any Finance Document;
(viii)	any Security created with the prior consent of the Lenders; and
(ix)	any Security securing indebtedness the principal amount of which (when aggregated with the principal amount of any other indebtedness which has the benefit of Security given by the Borrower or any of its Material Subsidiaries other than any permitted under this Clause 20.3) does not exceed US$300,000,000 (or its equivalent in another currency or currencies).

20.4 Disposals

(a)	The Borrower shall not (and shall ensure that no other member of the Group will) enter into a single transaction or a series of transactions (whether related or not and whether voluntary or involuntary) to sell, lease, transfer or otherwise dispose of any asset.
(b)	Paragraph (a) above does not apply to any sale, lease, transfer or other disposal:

(i) made in the ordinary course of trading and operations of the disposing entity (including, without limitation, sales of products and stock-in-trade in its manufacturing business);

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(ii)	made by any member of the Group on arm’s length terms to another member of the Group or to an Associated Company of the Borrower;
(iii)	of assets in exchange for other assets comparable or superior as to type, value and quality;
(iv)	of obsolete or surplus assets on arm’s length terms no longer required for the efficient operation of the disposing entity’s business;
(v)	made with the prior consent in writing of the Majority Lenders;
(vi)	of current receivables under or in connection with securitisation arrangements on arm’s length terms and/or for valuable consideration; or
(vii)	of any assets by any member of the Group where the higher of the market value or consideration receivable (when aggregated with the higher of the market value or consideration receivable for any other sale, lease, transfer or other disposal of any other assets) (to the extent not permitted under paragraphs (i) to (vi) above) does not exceed (1) US$400,000,000 (or its equivalent in any other currency or currencies) in any financial year and (2) US$1,000,000,000 during the period commencing from the date of this Agreement to the Termination Date.

20.5	Merger
	The Borrower shall not (and shall ensure that no other member of the Group will) enter into any amalgamation, demerger, merger or corporate reconstruction without the prior written consent of the Majority Lenders (such consent not to be unreasonably withheld).
20.6	Change of business
	The Borrower shall procure that no substantial change is made to the general nature of the business of the Borrower or the Group from that carried on at the date of this Agreement without the prior written consent of the Majority Lenders (such consent not to be unreasonably withheld).
20.7	Insurance
	The Borrower shall (and shall ensure that each other member of the Group will) maintain insurances on and in relation to its business and assets with reputable underwriters or insurance companies against those risks, and to the extent, usually insured against by prudent companies carrying on a similar business in accordance with current industry standards.
20.8	Conduct of affairs
	The Borrower shall at all times carry on and conduct its affairs in a proper and efficient manner.
20.9	Depreciation policy
	The Borrower shall not make or agree to any change to its depreciation policy in relation to any of its financial statements.

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20.10	Unencumbered Assets
	The Borrower shall not create or permit to subsist any Security over any of its present or future assets if, as a consequence thereof, the book value of the Unencumbered Assets becomes less than US$800,000,000 (or its equivalent in any other currency or currencies).
20.11	Further assurance
	The Borrower shall from time to time on request by the Agent (or by any other Finance Party through the Agent) do or procure the doing of all such acts and will execute or procure the execution of all such documents as may reasonably be considered necessary for giving full effect to each of the Finance Documents or securing to the Finance Parties the full benefits of all rights, powers and remedies conferred upon the Finance Parties in any of the Finance Documents.

21.	Events of Default
	Each of the events or circumstances set out in Clause 21 is an Event of Default.
21.1	Non-payment
	The Borrower does not pay on the due date any amount payable pursuant to a Finance Document at the place at and in the currency in which it is expressed to be payable unless:

(a)	its failure to pay is caused by administrative or technical error; and
(b)	payment is made within two Business Days of its due date.

21.2 Financial covenants

(a)	Any requirement of Clause 19 (Financial Covenants) is not satisfied.
(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 days of the Agent giving notice to the Borrower or the Borrower becoming aware of the failure to comply.

21.3 Other obligations

(a)	The Borrower does not comply with any provision of the Finance Documents (other than those referred to in Clause 21.1 (Non-payment) and Clause 21.2 (Financial covenants)).
(b)	No Event of Default under paragraph (a) above will occur if the failure to comply is capable of remedy and is remedied within 30 days of the Agent giving notice to the Borrower or the Borrower becoming aware of the failure to comply.

21.4 Misrepresentation

(a)	Any representation or statement made or deemed to be made by the Borrower in the Finance Documents or any other document delivered by or on behalf of the Borrower under or in connection with any Finance Document is or proves to have been incorrect or misleading in any material respect when made or deemed to be made.
(b)	No Event of Default under paragraph (a) above will occur if the event or circumstance resulting in the representation or statement being incorrect or misleading is capable of

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remedy and is remedied within 30 days of the Agent giving notice to the Borrower or the Borrower becoming aware of the representation or statement being incorrect or misleading.

21.5 Cross default

(a)	Any Financial Indebtedness of any member of the Group is not paid when due nor within any originally applicable grace period.
(b)	Any Financial Indebtedness of any member of the Group is validly declared to be or otherwise becomes due and payable prior to its specified maturity as a result of an event of default (however described).
(c)	Any commitment for any Financial Indebtedness of any member of the Group is cancelled or suspended by a creditor of any member of the Group as a result of an event of default (however described).
(d)	Any creditor of any member of the Group becomes entitled to declare any Financial Indebtedness of any member of the Group due and payable prior to its specified maturity as a result of an event of default (however described).
(e)	No Event of Default will occur under this Clause 21.5 if the aggregate amount of Financial Indebtedness or commitment for Financial Indebtedness falling within paragraphs (a) to (d) above is less than US$30,000,000 (or its equivalent in any other currency or currencies).

21.6 Insolvency

(a)	The Borrower or any of its Material Subsidiaries is unable or admits inability to pay its debts as they fall due, suspends making payments on any of its debts or, by reason of actual or anticipated financial difficulties, commences negotiations with one or more of its creditors with a view to rescheduling any of its indebtedness.
(b)	The value of the assets of the Borrower or any of its Material Subsidiaries is less than its liabilities (taking into account contingent and prospective liabilities).
(c)	A moratorium is declared in respect of any indebtedness of the Borrower or any of its Material Subsidiaries.

21.7	Insolvency proceedings
	Any corporate action, legal proceedings or other procedure or step is taken in relation to:

(a)	the suspension of payments, a moratorium of any indebtedness, winding-up, dissolution, administration or reorganisation (by way of voluntary arrangement, scheme of arrangement or otherwise) of the Borrower or any of its Material Subsidiaries (other than a solvent liquidation or reorganisation of any of its Material Subsidiaries);
(b)	a composition, assignment or arrangement with any creditor of the Borrower or any of its Material Subsidiaries in relation to any indebtedness payable to that creditor;
(c)	the appointment of a liquidator (other than in respect of a solvent liquidation of the Borrower or any of its Material Subsidiaries), receiver, administrator,

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	administrative receiver, compulsory manager or other similar officer in respect of the Borrower or any of its Material Subsidiaries or any of its assets; or
(d)	enforcement of any Security over any assets of the Borrower or any of its Material Subsidiaries,

	or any analogous procedure or step is taken in any jurisdiction.
21.8	Creditors’ process
	Any expropriation, attachment, sequestration, distress or execution is levied or taken out against all or a material part of the assets of the Borrower or any of its Material Subsidiaries and is not discharged within 30 days.
21.9	Nationalisation
	Any step is taken by any person with a view to the seizure, compulsory acquisition, expropriation or nationalisation of all or a material part of the assets of the Borrower or any of its Material Subsidiaries.
21.10	Cessation of business
	The Borrower or any of its Material Subsidiaries ceases or threatens to cease to carry on all or a substantial part of its business.
21.11	Unlawfulness
	It is or becomes unlawful for the Borrower to perform any of its payment or other material obligations under the Finance Documents.
21.12	Repudiation
	The Borrower repudiates a Finance Document or evidences an intention to repudiate a Finance Document.
21.13	Material adverse change
	Any event or circumstance occurs which the Majority Lenders reasonably determine might have a Material Adverse Effect.
21.14	Declared Company
	The Borrower is declared by the Ministry of Finance to be a company to which Part IX of the Companies Act, Chapter 50 of Singapore applies.
21.15	Acceleration
	On and at any time after the occurrence of an Event of Default which is continuing the Agent may, and shall if so directed by the Majority Lenders, by notice to the Borrower:

(a)	cancel the Total Commitments whereupon they shall immediately be cancelled;
(b)	declare that all or part of the Loans, together with accrued interest, and all other amounts accrued or outstanding under the Finance Documents be immediately due and payable, whereupon they shall become immediately due and payable; and/or

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(c) declare that all or part of the Loans be payable on demand, whereupon they shall immediately become payable on demand by the Agent on the instructions of the Majority Lenders.

22.	Changes to the Lenders
22.1	Assignments and transfers by the Lenders
	Subject to this Clause 22, a Lender (the “Existing Lender”) may:

(a)	assign any of its rights; or
(b)	transfer by novation any of its rights and obligations,

	to another bank or financial institution (the “New Lender”) at the cost and expense of the Existing Lender and/or the New Lender and with prior notice to but otherwise without the prior consent of the Borrower.
22.2	Conditions of assignment or transfer

(a)	An assignment will only be effective on receipt by the Agent of written confirmation from the New Lender (in form and substance satisfactory to the Agent) that the New Lender will assume the same obligations to the other Finance Parties as it would have been under if it was an Original Lender.
(b)	A transfer will only be effective if the procedure set out in Clause 22.5 (Procedure for transfer) is complied with.
(c)	If:

(i)	a Lender assigns or transfers any of its rights or obligations under the Finance Documents or changes its Facility Office; and
(ii)	as a result of circumstances existing at the date the assignment, transfer or change occurs, the Borrower would be obliged to make a payment to the New Lender or Lender acting through its new Facility Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs),

then the New Lender or Lender acting through its new Facility Office is only entitled to receive payment under those Clauses to the same extent as the Existing Lender or Lender acting through its previous Facility Office would have been if the assignment, transfer or change had not occurred.

22.3	Assignment or transfer fee
	The New Lender shall, on the date upon which an assignment or transfer takes effect, pay to the Agent (for its own account) a fee of US$500.
22.4	Limitation of responsibility of Existing Lenders

(a) Unless expressly agreed to the contrary, an Existing Lender makes no representation or warranty and assumes no responsibility to a New Lender for:

(i) the legality, validity, effectiveness, adequacy or enforceability of the Finance Documents or any other documents;

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(ii)	the financial condition of the Borrower;
(iii)	the performance and observance by the Borrower of its obligations under the Finance Documents or any other documents; or
(iv)	the accuracy of any statements (whether written or oral) made in or in connection with any Finance Document or any other document,

	and any representations or warranties implied by law are excluded.
(b)	Each New Lender confirms to the Existing Lender and the other Finance Parties that it:

(i)	has made (and shall continue to make) its own independent investigation and assessment of the financial condition and affairs of the Borrower and its related entities in connection with its participation in this Agreement and has not relied exclusively on any information provided to it by the Existing Lender in connection with any Finance Document; and
(ii)	will continue to make its own independent appraisal of the creditworthiness of the Borrower and its related entities whilst any amount is or may be outstanding under the Finance Documents or any Commitment is in force.

(c) Nothing in any Finance Document obliges an Existing Lender to:

(i)	accept a re-transfer from a New Lender of any of the rights and obligations assigned or transferred under this Clause 22; or
(ii)	support any losses directly or indirectly incurred by the New Lender by reason of the non-performance by the Borrower of its obligations under the Finance Documents or otherwise.

22.5 Procedure for transfer

(a)

Subject to the conditions set out in Clause 22.2 (Conditions of assignment or transfer), a transfer is effected in accordance with paragraph (b) below when the Agent executes an otherwise duly completed Transfer Certificate delivered to it by the Existing Lender and the New Lender. The Agent shall, as soon as reasonably practicable after receipt by it of a duly completed Transfer Certificate appearing on its face to comply with the terms of this Agreement and delivered in accordance with the terms of this Agreement, execute that Transfer Certificate.

(b)

On the Transfer Date:

(i) to the extent that in the Transfer Certificate the Existing Lender seeks to transfer by novation its rights and obligations under the Finance Documents the Borrower and the Existing Lender shall be released from further obligations towards one another under the Finance Documents and their respective rights against one another under the Finance Documents shall be cancelled (being the “Discharged Rights and Obligations”);

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(ii)	the Borrower and the New Lender shall assume obligations towards one another and/or acquire rights against one another which differ from the Discharged Rights and Obligations only insofar as the Borrower and the New Lender have assumed and/or acquired the same in place of the Borrower and the Existing Lender;
(iii)	the Agent, the Arranger, the New Lender and other Lenders shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the New Lender been an Original Lender with the rights and/or obligations acquired or assumed by it as a result of the transfer and to that extent the Agent, the Arranger and the Existing Lender shall each be released from further obligations to each other under the Finance Documents; and
(iv)	the New Lender shall become a Party as a “Lender”.

22.6 Commitment Increase Request

(a)	Subject to paragraph (e) below, the Borrower may, at any time up to (and including) the date which is 12 Months after the date of this Agreement, request the Arranger to invite (within a period of not more than 30 days) one or more banks or financial institutions (which may include any bank or financial institution specified by the Borrower in its request) willing to become an Acceding Lender or, in the case of an existing Lender, willing to agree to a Commitment Increase.
(b)	If any bank or financial institution invited by the Arranger is willing to become an Acceding Lender or, in the case of an existing Lender, is willing to agree to a Commitment Increase within such 30 day period, the Arranger will notify the Borrower.
(c)	None of the Finance Parties shall have any obligation to procure a bank or financial institution to become an Acceding Lender or to agree to a Commitment Increase.
(d)	The Borrower shall co-operate with and assist the Arranger with respect to its request in paragraph (a) above, including providing the Arranger with:

(i)	all information reasonably required by the Arranger in order to assist it in inviting any bank or financial institution to become an Acceding Lender; and
(ii)	(information reasonably requested by any bank or financial institution in connection with any invitation to it to become an Acceding Lender.

(e) The aggregate amount comprising the Commitments of all the Acceding Lenders and all the relevant Lenders agreeing to a Commitment Increase shall not at any time exceed US$100,000,000.

22.7	Acceding Lender
	If the Borrower agrees that a bank or financial institution (other than an existing Lender) invited by the Arranger shall become an Acceding Lender:

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(a)	the Arranger shall arrange the delivery to the Agent of a Lender Accession Notice duly executed by such bank or financial institution specifying the Accession Date and the amount of such bank’s or financial institution’s Commitment for the purposes of this Agreement;
(b)	on such Accession Date, such bank or financial institution shall become an Acceding Lender for the purposes of this Agreement, and the Agent, each such Acceding Lender and the other Parties shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had such Acceding Lender been an original Party hereto as a Lender with a Commitment in the amount expressed in its Lender Accession Notice; and
(c)	the Borrower shall pay to the Arranger such fee as may be mutually agreed between the Borrower and the Arranger in respect of such Acceding Lender.

22.8	Commitment Increase
	If the Borrower agrees to accept the Commitment Increase of an existing Lender pursuant to an invitation by the Arranger:

(a)	the Arranger shall arrange the delivery to the Agent of a Commitment Increase Notice duly executed by such Lender specifying the Commitment Increase Date, the Aggregate Commitment (as defined in that Commitment Increase Notice) and the Commitment Increase;
(b)	on such Commitment Increase Date, the Commitment of that existing Lender shall be (or if the existing Lender is already a Lender, shall be increased by), the amount of that Commitment Increase and the Agent, each Lender and the other Parties hereto shall acquire the same rights and assume the same obligations between themselves as they would have acquired and assumed had the Lender agreeing to the Commitment Increase been an original Party hereto with a Commitment in the amount of the Commitment Increase or, as the case may be, the Aggregate Commitment specified (and defined) in that Commitment Increase Notice; and
(c)	the Borrower shall pay to the Arranger such fee as may be mutually agreed between the Borrower and the Arranger in respect of such Commitment Increase.

22.9	Disclosure of information
	Any Finance Party and any of its officers (as defined in the Banking Act, Chapter 19 of Singapore (the “Banking Act”)) may disclose to any of its Affiliates, head office, branches and representative offices and any other person:

(a)	(where that Finance Party is a Lender) to (or through) whom that Lender assigns or transfers (or may potentially assign or transfer) all or any of its rights and obligations under this Agreement (for the purpose of that assignment or transfer);
(b)	(where that Finance Party is a Lender) with (or through) whom that Lender enters into (or may potentially enter into) any sub-participation in relation to, or any other transaction under which payments are to be made by reference to, this Agreement or the Borrower (for the purpose of that sub-participation or such other transaction);

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(c)	(where that Finance Party is the Agent or the Arranger) who is succeeding (or may potentially succeed) that Finance Party in such capacity;
(d)	to whom, and to the extent that, information is required to be disclosed by any applicable law or regulation;
(e)	to whom that Finance Party is under a duty to disclose; or
(f)	who is a person, or who belongs to a class of persons, specified in the second column of the Third Schedule to the Banking Act,

any customer information (as defined in the Banking Act) or any other information about the Borrower, the Group and the Finance Documents as that Finance Party shall consider appropriate.

This Clause 22.9 is not, and shall not be deemed to constitute, an express or implied agreement by any Finance Party with the Borrower for a higher degree of confidentiality than that described in Section 47 of the Banking Act and in the Third Schedule to the Banking Act.

23.	Changes to the Borrower
	The Borrower may not assign any of its rights or transfer any of its rights or obligations under the Finance Documents.
24.	Role of the Agent and the Arranger
24.1	Appointment of the Agent

(a)	Each other Finance Party appoints the Agent to act as its agent under and in connection with the Finance Documents.
(b)	Each other Finance Party authorises the Agent to exercise the rights, powers, authorities and discretions specifically given to the Agent under or in connection with the Finance Documents together with any other incidental rights, powers, authorities and discretions.

24.2 Duties of the Agent

(a)	The Agent shall promptly forward to a Party the original or a copy of any document which is delivered to the Agent for that Party by any other Party.
(b)	Except where a Finance Document specifically provides otherwise, the Agent is not obliged to review or check the adequacy, accuracy or completeness of any document it forwards to another Party.
(c)	If the Agent receives notice from a Party referring to this Agreement, describing a Default and stating that the circumstance described is a Default, it shall promptly notify the Finance Parties.
(d)	If the Agent is aware of the non-payment of any principal, interest or fee payable to a Finance Party (other than the Agent or the Arranger) under this Agreement it shall promptly notify the other Finance Parties.

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(e) The Agent’s duties under the Finance Documents are solely mechanical and administrative in nature.

24.3	Role of the Arranger
	Except as specifically provided in the Finance Documents (including, without limitation, in Clauses 22.6 (Commitment Increase Request), 22.7 (Acceding Lender) and 22.8 (Commitment Increase)), the Arranger has no obligations of any kind to any other Party under or in connection with any Finance Document.
24.4	No fiduciary duties

(a)	Nothing in this Agreement constitutes the Agent or the Arranger as a trustee or fiduciary of any other person.
(b)	Neither the Agent nor the Arranger shall be bound to account to any Lender for any sum or the profit element of any sum received by it for its own account.

24.5	Business with the Group
	The Agent and the Arranger may accept deposits from, lend money to and generally engage in any kind of banking or other business with any member of the Group.
24.6	Rights and discretions of the Agent

(a) The Agent may rely on:

(i)	any representation, notice or document believed by it to be genuine, correct and appropriately authorised; and
(ii)	any statement made by a director, authorised signatory or employee of any person regarding any matters which may reasonably be assumed to be within his knowledge or within his power to verify.

(b) The Agent may assume (unless it has received notice to the contrary in its capacity as agent for the Lenders) that:

(i)	no Default has occurred (unless it has actual knowledge of a Default arising under Clause 21.1 (Non-payment)); and
(ii)	any right, power, authority or discretion vested in any Party or the Majority Lenders has not been exercised.

(c)	The Agent may engage, pay for and rely on the advice or services of any lawyers, accountants, surveyors or other experts.
(d)	The Agent may act in relation to the Finance Documents through its personnel and agents.
(e)	The Agent may disclose to any other Party any information it believes it has received as agent under this Agreement.
(f)	Notwithstanding any other provision of any Finance Document to the contrary, neither the Agent nor the Arranger is obliged to do or omit to do anything if it would or might in its reasonable opinion constitute a breach of any law or regulation or a breach of a fiduciary duty or duty of confidentiality.

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24.7 Majority Lenders’ instructions

(a)	Unless a contrary indication appears in a Finance Document, the Agent shall (i) exercise any right, power, authority or discretion vested in it as Agent in accordance with any instructions given to it by the Majority Lenders (or, if so instructed by the Majority Lenders, refrain from exercising any right, power, authority or discretion vested in it as Agent) and (ii) not be liable for any act (or omission) if it acts (or refrains from taking any action) in accordance with an instruction of the Majority Lenders.
(b)	Unless a contrary indication appears in a Finance Document, any instructions given by the Majority Lenders will be binding on all the Finance Parties.
(c)	The Agent may refrain from acting in accordance with the instructions of the Majority Lenders (or, if appropriate, the Lenders) until it has received such security as it may require for any cost, loss or liability (together with any associated goods and service tax) which it may incur in complying with the instructions.
(d)	In the absence of instructions from the Majority Lenders (or, if appropriate, the Lenders), the Agent may act (or refrain from taking action) as it considers to be in the best interest of the Lenders.
(e)	The Agent is not authorised to act on behalf of a Lender (without first obtaining that Lender’s consent) in any legal or arbitration proceedings relating to any Finance Document.

24.8	Responsibility for documentation
	Neither the Agent nor the Arranger:

(a)	is responsible for the adequacy, accuracy and/or completeness of any information (whether oral or written) supplied by the Agent, the Arranger, the Borrower or any other person given in or in connection with any Finance Document; or
(b)	is responsible for the legality, validity, effectiveness, adequacy or enforceability of any Finance Document or any other agreement, arrangement or document entered into, made or executed in anticipation of or in connection with any Finance Document.

24.9 Exclusion of liability

(a)

Without limiting paragraph (b) below, neither the Agent nor the Arranger will be liable for any action taken by it under or in connection with any Finance Document, unless directly caused by its gross negligence or wilful misconduct.

(b)

No Party (other than the Agent or the Arranger) may take any proceedings against any officer, employee or agent of the Agent or the Arranger in respect of any claim it might have against the Agent or the Arranger or in respect of any act or omission of any kind by that officer, employee or agent in relation to any Finance Document and any officer, employee or agent of the Agent or the Arranger may rely on this Clause. Any third party referred to in this paragraph (b) may enjoy the benefit of or enforce the terms of this paragraph in accordance with the provisions of the Contracts (Right of Third Parties) Act, Chapter 53B of Singapore.

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(c) The Agent will not be liable for any delay (or any related consequences) in crediting an account with an amount required under the Finance Documents to be paid by the Agent if the Agent has taken all necessary steps as soon as reasonably practicable to comply with the regulations or operating procedures of any recognised clearing or settlement system used by the Agent for that purpose.

24.10	Lenders’ indemnity to the Agent
	Each Lender shall (in proportion to its share of the Total Commitments or, if the Total Commitments are then zero, to its share of the Total Commitments immediately prior to their reduction to zero) indemnify the Agent, within three Business Days of demand, against any cost, loss or liability incurred by the Agent (including, but not limited to, any unpaid fees under Clause 11.3) (otherwise than by reason of the Agent’s gross negligence or wilful misconduct) in acting as Agent under the Finance Documents (unless the Agent has been reimbursed by the Borrower pursuant to a Finance Document).
24.11	Resignation of the Agent

(a)	The Agent may resign and appoint one of its Affiliates acting through an office in Singapore as successor by giving notice to the Lenders and the Borrower.
(b)	Alternatively the Agent may resign by giving notice to the other Finance Parties and the Borrower, in which case the Majority Lenders (after consultation with the Borrower) may appoint a successor Agent.
(c)	If the Majority Lenders have not appointed a successor Agent in accordance with paragraph (b) above within 30 days after notice of resignation was given, the Agent (after consultation with the Borrower) may appoint a successor Agent (acting through an office in Singapore).
(d)	The retiring Agent shall, at its own cost, make available to the successor Agent such documents and records and provide such assistance as the successor Agent may reasonably request for the purposes of performing its functions as Agent under the Finance Documents.
(e)	The Agent’s resignation notice shall only take effect upon the appointment of a successor.
(f)	Upon the appointment of a successor, the retiring Agent shall be discharged from any further obligation in respect of the Finance Documents but shall remain entitled to the benefit of this Clause 24. Its successor and each of the other Parties shall have the same rights and obligations amongst themselves as they would have had if such successor had been an original Party.
(g)	After consultation with the Borrower, the Majority Lenders may, by notice to the Agent, require it to resign in accordance with paragraph (b) above. In this event, the Agent shall resign in accordance with paragraph (b) above.

24.12 Confidentiality

(a) In acting as agent for the Finance Parties, the Agent shall be regarded as acting through its agency division which shall be treated as a separate entity from any other of its divisions or departments.

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(b) If information is received by another division or department of the Agent, it may be treated as confidential to that division or department and the Agent shall not be deemed to have notice of it.

24.13	Relationship with the Lenders
	The Agent may treat each Lender as a Lender, entitled to payments under this Agreement and acting through its Facility Office unless it has received not less than five Business Days prior notice from that Lender to the contrary in accordance with the terms of this Agreement.
24.14	Credit appraisal by the Lenders
	Without affecting the responsibility of the Borrower for information supplied by it or on its behalf in connection with any Finance Document, each Lender confirms to the Agent and the Arranger that it has been, and will continue to be, solely responsible for making its own independent appraisal and investigation of all risks arising under or in connection with any Finance Document including but not limited to:

(a)	the financial condition, status and nature of each member of the Group;
(b)	the legality, validity, effectiveness, adequacy or enforceability of any Finance Document and any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document;
(c)	whether that Lender has recourse, and the nature and extent of that recourse, against any Party or any of its respective assets under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document; and
(d)	the adequacy, accuracy and/or completeness of any information provided by the Agent, any Party or by any other person under or in connection with any Finance Document, the transactions contemplated by the Finance Documents or any other agreement, arrangement or document entered into, made or executed in anticipation of, under or in connection with any Finance Document.

24.15	Reference Banks
	If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender of which it is an Affiliate) ceases to be a Lender, the Agent shall (with the consent of the Borrower, such consent not to be unreasonably withheld) appoint another Lender or an Affiliate of a Lender to replace that Reference Bank.
24.16	Deduction from amounts owing
	If any Party owes an amount to the Agent under the Finance Documents the Agent may, after giving notice to that Party, deduct an amount not exceeding that amount from any payment to that Party which the Agent would otherwise be obliged to make under the Finance Documents and apply the amount deducted in or towards satisfaction of the amount owed. For the purposes of the Finance Documents that Party shall be regarded as having received any amount so deducted.

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24.17	Transfer Certificate
	Each Party (except for the Lender and any bank or financial institution which is seeking the relevant transfer in accordance with Clause 22 (Changes to the Lenders)) irrevocably authorises the Agent to sign each Transfer Certificate on its behalf.
25.	Conduct of Business by the Finance Parties
	No provision of this Agreement will:

(a)	interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b)	oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c)	oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax.

26.	Sharing among the Lenders
26.1	Payments to Lenders
	If a Lender (a “Recovering Lender”) receives or recovers any amount from the Borrower other than in accordance with Clause 27 (Payment Mechanics) and applies that amount to a payment due under the Finance Documents then:

(a)	the Recovering Lender shall, within three Business Days, notify details of the receipt or recovery to the Agent;
(b)	the Agent shall determine whether the receipt or recovery is in excess of the amount the Recovering Lender would have been paid had the receipt or recovery been received or made by the Agent and distributed in accordance with Clause 27 (Payment Mechanics), without taking account of any Tax which would be imposed on the Agent in relation to the receipt, recovery or distribution; and
(c)	the Recovering Lender shall, within three Business Days of demand by the Agent, pay to the Agent an amount (the “Sharing Payment”) equal to such receipt or recovery less any amount which the Agent determines may be retained by the Recovering Lender as its share of any payment to be made, in accordance with Clause 27.5 (Partial payments).

26.2	Redistribution of payments
	The Agent shall treat the Sharing Payment as if it had been paid by the Borrower and distribute it between the Finance Parties (other than the Recovering Lender) in accordance with Clause 27.5 (Partial payments).
26.3	Recovering Lender’s rights

(a) On a distribution by the Agent under Clause 26.2 (Redistribution of payments), the Recovering Lender will be subrogated to the rights of the Finance Parties which have shared in the redistribution.

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(b) If and to the extent that the Recovering Lender is not able to rely on its rights under paragraph (a) above, the Borrower shall be liable to the Recovering Lender for a debt equal to the Sharing Payment which is immediately due and payable.

26.4	Reversal of redistribution
	If any part of the Sharing Payment received or recovered by a Recovering Lender becomes repayable and is repaid by that Recovering Lender, then:

(a)

each Finance Party which has received a share of the relevant Sharing Payment pursuant to Clause 26.2 (Redistribution of payments) shall, upon request of the Agent, pay to the Agent for account of that Recovering Lender an amount equal to the appropriate part of its share of the Sharing Payment (together with an amount as is necessary to reimburse that Recovering Lender for its proportion of any interest on the Sharing Payment which that Recovering Lender is required to pay); and

(b)

that Recovering Lender’s rights of subrogation in respect of any reimbursement shall be cancelled and the Borrower will be liable to the reimbursing Lender for the amount so reimbursed.

26.5 Exceptions

(a)	This Clause 26 shall not apply to the extent that the Recovering Lender would not, after making any payment pursuant to this Clause, have a valid and enforceable claim against the Borrower.
(b)	A Recovering Lender is not obliged to share with any other Lender any amount which the Recovering Lender has received or recovered as a result of taking legal or arbitration proceedings, if:

(i)	it notified the other Lenders of the legal or arbitration proceedings; and
(ii)	the other Lender had an opportunity to participate in those legal or arbitration proceedings but did not do so as soon as reasonably practicable having received notice and did not take separate legal or arbitration proceedings.

27.	Payment Mechanics
27.1	Payments to the Agent

(a)

On each date on which the Borrower or a Lender is required to make a payment under a Finance Document, the Borrower or that Lender shall make the same available to the Agent (unless a contrary indication appears in a Finance Document) for value on the due date at the time and in such funds specified by the Agent as being customary at the time for settlement of transactions in the relevant currency in the place of payment.

(b)

Payment shall be made to such account in the principal financial centre of the country of that currency with such bank as the Agent specifies.

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27.2	Distributions by the Agent
	Each payment received by the Agent under the Finance Documents for another Party shall, subject to Clause 27.3 (Distributions to the Borrower) and Clause 27.4 (Clawback), be made available by the Agent as soon as practicable after receipt to the Party entitled to receive payment in accordance with this Agreement (in the case of a Lender, for the account of its Facility Office), to such account as that Party may notify to the Agent by not less than five Business Days’ notice with a bank in the principal financial centre of the country of that currency.
27.3	Distributions to the Borrower
	The Agent may (with the Borrower’s consent or in accordance with Clause 28 (Set-Off)) apply any amount received by it for the Borrower in or towards payment (on the date and in the currency and funds of receipt) of any amount due from the Borrower under the Finance Documents or in or towards purchase of any amount of any currency to be so applied.
27.4	Clawback

(a)

Where a sum is to be paid to the Agent under the Finance Documents for another Party, the Agent is not obliged to pay that sum to that other Party (or to enter into or perform any related exchange contract) until it has been able to establish to its satisfaction that it has actually received that sum.

(b)

If the Agent pays an amount to another Party and it proves to be the case that the Agent had not actually received that amount, then the Party to whom that amount (or the proceeds of any related exchange contract) was paid by the Agent shall on demand refund the same to the Agent together with interest on that amount from the date of payment to the date of receipt by the Agent, calculated by the Agent to reflect its cost of funds.

27.5 Partial payments

(a) If the Agent receives a payment that is insufficient to discharge all the amounts then due and payable by the Borrower under the Finance Documents, the Agent shall apply that payment towards the Borrower’s obligations under the Finance Documents in the following order:

(i)	first, in or towards payment pro rata of any unpaid fees, costs and expenses of the Agent or the Arranger under the Finance Documents;
(ii)	secondly, in or towards payment pro rata of any accrued interest, fee or commission due but unpaid under this Agreement;
(iii)	thirdly, in or towards payment pro rata of any principal due but unpaid under this Agreement; and
(iv)	fourthly, in or towards payment pro rata of any other sum due but unpaid under the Finance Documents.

(b) The Agent shall, if so directed by the Majority Lenders, vary the order set out in paragraphs (a)(ii) to (iv) above.

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(c) Paragraphs (a) and (b) above will override any appropriation made by the Borrower.

27.6	No set-off by the Borrower
	All payments to be made by the Borrower under the Finance Documents shall be calculated and be made without (and free and clear of any deduction for) set-off or counterclaim.
27.7	Business Days

(a)	Any payment which is due to be made on a day that is not a Business Day shall be made on the next Business Day in the same calendar month (if there is one) or the preceding Business Day (if there is not).
(b)	During any extension of the due date for payment of any principal or an Unpaid Sum under this Agreement interest is payable on the principal or Unpaid Sum at the rate payable on the original due date.

27.8 Currency of account

(a)	Subject to paragraphs (b) to (e) below, US Dollars is the currency of account and payment for any sum due from the Borrower under any Finance Document.
(b)	A repayment of an Unpaid Sum or a part of an Unpaid Sum shall be made in the currency in which that Unpaid Sum is denominated on its due date.
(c)	Each payment of interest shall be made in the currency in which the sum in respect of which the interest is payable was denominated when that interest accrued.
(d)	Each payment in respect of costs, expenses or Taxes shall be made in the currency in which the costs, expenses or Taxes are incurred.
(e)	Any amount expressed to be payable in a currency other than US Dollars shall be paid in that other currency.

28.	Set-Off
	A Finance Party may, at any time after the occurrence of an Event of Default, set off any matured obligation due from the Borrower under the Finance Documents (to the extent beneficially owned by that Finance Party) against any matured obligation owed by that Finance Party to the Borrower, regardless of the place of payment, booking branch or currency of either obligation. If the obligations are in different currencies, the Finance Party may convert either obligation at a market rate of exchange in its usual course of business for the purpose of the set-off. That Finance Party shall promptly notify the Borrower of any such set-off or conversion.
29.	Notices

29.1	Communications in writing
	Any communication to be made under or in connection with the Finance Documents shall be made in writing and, unless otherwise stated, may be made by fax or letter.

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29.2	Addresses
	The address and fax number (and the department or officer, if any, for whose attention the communication is to be made) of each Party for any communication or document to be made or delivered under or in connection with the Finance Documents is:

(a)	in the case of the Borrower, that identified with its name at the end of this Agreement;
(b)	in the case of each Lender, that notified in writing to the Agent on or prior to the date on which it becomes a Party; and
(c)	in the case of the Agent, that identified with its name at the end of this Agreement,

	or any substitute address, fax number or department or officer as the Party may notify to the Agent (or the Agent may notify to the other Parties, if a change is made by the Agent) by not less than five Business Days’ notice.
29.3	Delivery

(a) Any communication or document made or delivered by one person to another under or in connection with the Finance Documents will only be effective:

(i)	if by way of fax, when received in legible form; or
(ii)	if by way of letter, when it has been left at the relevant address or five Business Days after being deposited in the post postage prepaid in an envelope addressed to it at that address,

	and, if a particular department or officer is specified as part of its address details provided under Clause 29.2 (Addresses), if addressed to that department or officer.
(b)	Any communication or document to be made or delivered to the Agent will be effective only when actually received by the Agent and then only if it is expressly marked for the attention of the department or officer identified below (or any substitute department or officer as the Agent shall specify for this purpose).
(c)	All notices from or to the Borrower shall be sent through the Agent.

29.4	Notification of address and fax number
	Promptly upon receipt of notification of an address and fax number or change of address or fax number pursuant to Clause 29.2 (Addresses) or changing its own address or fax number, the Agent shall notify the other Parties.
29.5	English language

(a)	Any notice given under or in connection with any Finance Document must be in English.
(b)	All other documents provided under or in connection with any Finance Document must be:

(i) in English; or

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(ii) if not in English, and if so required by the Agent, accompanied by a certified English translation and, in this case, the English translation will prevail unless the document is a constitutional, statutory or other official document.

30.	Calculations and Certificates
30.1	Accounts
	In any litigation or arbitration proceedings arising out of or in connection with a Finance Document, the entries made in the accounts maintained by a Finance Party are prima facie evidence of the matters to which they relate.
30.2	Certificates and determinations
	Any certification or determination by a Finance Party of a rate or amount under any Finance Document shall set out the computation thereof and is, in the absence of manifest error, conclusive evidence of the matters to which it relates.
30.3	Day count convention
	Any interest, commission or fee accruing under a Finance Document will accrue from day to day and is calculated on the basis of the actual number of days elapsed and a year of 360 days or, in any case where the practice in the London interbank market differs, in accordance with that market practice.

31.	Partial Invalidity
	If, at any time, any provision of the Finance Documents is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction will in any way be affected or impaired.
32.	Remedies and Waivers
	No failure to exercise, nor any delay in exercising, on the part of any Finance Party, any right or remedy under the Finance Documents shall operate as a waiver, nor shall any single or partial exercise of any right or remedy prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.
33.	Amendments and Waivers
33.1	Required consents

(a)	Subject to Clause 33.2 (Exceptions) any term of the Finance Documents may be amended or waived only with the consent of the Majority Lenders and the Borrower and any such amendment or waiver will be binding on all Parties.
(b)	The Agent may effect, on behalf of any Finance Party, any amendment or waiver permitted by this Clause.

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33.2 Exceptions

(a) An amendment or waiver that has the effect of changing or which relates to:

(i)	the definition of “Majority Lenders” in Clause 1.1 (Definitions);
(ii)	an extension to the date of payment of any amount under the Finance Documents;
(iii)	a reduction in the Margin or a reduction in the amount of any payment of principal, interest, fees or commission payable;
(iv)	an increase in or an extension of any Commitment;
(v)	a change to Clause 23 (Changes to the Borrower);
(vi)	any provision which expressly requires the consent of all the Lenders; or
(vii)	Clause 2.2 (Finance Parties’ rights and obligations), Clause 22 (Changes to the Lenders), Clause 26 (Sharing among the Lenders), or this Clause 33,

(b) An amendment or waiver which relates to the rights or obligations of the Agent or the Arranger may not be effected without the consent of the Agent or the Arranger.

34.	Counterparts
	Each Finance Document may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy of the Finance Document.

35.	Governing Law
	This Agreement shall be governed by, and construed in accordance with, the laws of Singapore.

This Agreement has been entered into on the date stated at the beginning of this Agreement.

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Schedule 1

- The Original Lenders

Name of Original Lender	Commitment
Sumitomo Mitsui Banking Corporation, Singapore Branch	US$150,000,000

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Schedule 2

- Conditions Precedent

1.	The Borrower
(a)	A copy of the Memorandum and Articles of Association of the Borrower.
(b)	A copy of a resolution of the board of directors of the Borrower:

(i)	approving the terms of, and the transactions contemplated by, the Finance Documents and resolving that it execute the Finance Documents;
(ii)	authorising a specified person or persons to execute the Finance Documents on its behalf; and
(iii)	authorising a specified person or persons, on its behalf, to sign and/or despatch all documents and notices (including, if relevant, any Utilisation Request and Selection Notice) to be signed and/or despatched by it under or in connection with the Finance Documents.

(c)	A specimen of the signature of each person authorised by the resolution referred to in paragraph (b) above.
(d)	A certificate of the Borrower (signed by a director) confirming that borrowing the Total Commitments would not cause any borrowing or similar limit binding on the Borrower to be exceeded.
(e)	A certificate of an authorised signatory of the Borrower certifying that each copy document relating to it specified in this Schedule 2 is correct, complete and in full force and effect as at a date no earlier than the date of this Agreement.
2.	Other documents and evidence
(a)	The Original Financial Statements.
(b)	Evidence that the fees, costs and expenses then due from the Borrower pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been paid or will be paid by the first Utilisation Date.

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Schedule 3

- Utilisation Requests

From: Chartered Semiconductor Manufacturing Ltd.

To: Sumitomo Mitsui Banking Corporation, Singapore Branch

Dated:

Dear Sirs

Chartered Semiconductor Manufacturing Ltd.
Facility Agreement
dated 3 March 2006 (the “Agreement”)

1.	We refer to the Agreement. This is a Utilisation Request. Terms defined in the Agreement have the same meaning when used in this Utilisation Request unless given a different meaning in this Utilisation Request.
2.	We wish to borrow a Loan on the following terms:

Proposed Utilisation Date:      [                    ] (or, if that is not a Business Day, the next Business Day)

Amount:      [                    ] or, if less, the Available Facility

Interest Period:      [                    ]

3.	We confirm that each condition specified in Clause 4.2 (Further conditions precedent) is satisfied on the date of this Utilisation Request.
4.	The proceeds of this Loan should be credited to [account].
5.	This Utilisation Request is irrevocable.

Yours faithfully

authorised signatory for

Chartered Semiconductor Manufacturing Ltd.

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Schedule 4

- Form of Transfer Certificate

To:	Sumitomo Mitsui Banking Corporation, Singapore Branch as Agent
From:	[The Existing Lender] (the “Existing Lender”) and [The New Lender] (the “New Lender”)
Dated:

Chartered Semiconductor Manufacturing Ltd.
Facility Agreement
dated 3 March 2006 (the “Agreement”)

1.	We refer to the Agreement. This is a Transfer Certificate. Terms defined in the Agreement have the same meaning when used in this Transfer Certificate unless given a different meaning in this Transfer Certificate.
2.	We refer to Clause 22.5 (Procedure for transfer):

(a)	The Existing Lender and the New Lender agree to the Existing Lender transferring to the New Lender by novation all or part of the Existing Lender’s Commitment, rights and obligations referred to in the Schedule in accordance with Clause 22.5 (Procedure for transfer).
(b)	The proposed Transfer Date is [                    ].
(c)	The Facility Office and address, fax number and attention details for notices of the New Lender for the purposes of Clause 29.2 (Addresses) are set out in the Schedule.

3.	The New Lender expressly acknowledges the limitations on the Existing Lender’s obligations set out in paragraph (c) of Clause 22.4 (Limitation of responsibility of Existing Lenders).
4.	This Transfer Certificate shall be governed by, and construed in accordance with, the laws of Singapore.

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THE SCHEDULE

Commitment/rights and obligations to be transferred

[insert relevant details]

[Facility Office address, fax number and attention details for notices and account details for payments.]

[Existing Lender]	[New Lender]
By:	By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is confirmed as [                    ].

[Agent]

By:

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Schedule 5

- Form of Compliance Certificate

To:	Sumitomo Mitsui Banking Corporation, Singapore Branch as Agent
From:	Chartered Semiconductor Manufacturing Ltd.
Dated:

Dear Sirs

Chartered Semiconductor Manufacturing Ltd.
Facility Agreement
dated 3 March 2006 (the “Agreement”)

1.	We refer to the Agreement. This is a Compliance Certificate. Terms defined in the Agreement have the same meaning when used in this Compliance Certificate unless given a different meaning in this Compliance Certificate.
2.	We confirm that:

(a)	as at [     ], Consolidated Net Worth was [US$   ]; and
(b)	as at [     ], Consolidated Total Gross Debt was [ ] per cent. of Consolidated Net Worth.

3. [We confirm that no Default is continuing.]^*

Signed: 

[Director] / [Authorised Signatory] of Chartered Semiconductor Manufacturing Ltd.

^* If this statement cannot be made, the certificate should identify any Default that is continuing and the steps, if any, being taken to remedy it.

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Schedule 6

- Form of Lender Accession Notice(s) and Commitment Increase Notice(s)

Part I — Form of Lender Accession Notice

To:	Sumitomo Mitsui Banking Corporation, Singapore Branch as Agent
Dated:

Chartered Semiconductor Manufacturing Ltd.
Facility Agreement
dated 3 March 2006 (the “Agreement”)

1.	We refer to the Agreement. Terms defined in the Agreement have the same meaning when used herein.
2.	This undertaking is given pursuant to Clause 22.7 of the Agreement.
3.	In consideration of our being accepted as an Acceding Lender for the purposes of the Agreement, we hereby undertake and agree to be bound by all the provisions of the Agreement with effect on and from [                    ] (the “Accession Date”) as if we had originally been a party thereto as a Lender with a Commitment of US$[        ].
4.	For the purposes of Clause 29 of the Agreement and until further notice to you, our address and telefax numbers shall be as follows:

Address:

Telefax No.

For and on behalf of
[Acceding Lender]

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Part II — Commitment Increase Notice

To: Sumitomo Mitsui Banking Corporation, Singapore Branch as Agent

Dated:

Chartered Semiconductor Manufacturing Ltd.
Facility Agreement
dated 3 March 2006 (the “Agreement”)

1.	We refer to the Agreement. Terms defined in the Agreement have the same meaning when used herein.
2.	This undertaking is given pursuant to Clause 22.8 of the Agreement.
3.	In consideration of our Commitment Increase herein being accepted for the purposes of the Agreement, we hereby undertake and agree to be bound by all the provisions of the Agreement, with effect on and from [          ] (the “Commitment Increase Date”), as if we had originally been a party thereto with an [increased] aggregate Commitment (the “Aggregate Commitment”) of US$[          ] (being the sum of (a) our Commitment prior to the date of this Commitment Increase Notice and (b) US$[          ] (the “Commitment Increase”)).

For and on behalf of

[Lender]

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Schedule 7

-Timetables

“D —” refers to the number of Business Days before the relevant Utilisation Date/the first day of the relevant Interest Period.

Delivery of a duly completed Utilisation Request	D — 5
(Clause 5.1 (Delivery of a Utilisation Request))	11:00 a.m.
Delivery of a duly completed Selection Notice	D — 2
(Clause 9.1 (Selection of Interest Periods))	11:00 a.m.
Agent notifies the Lenders of the Loan in accordance with Clause 5.4 (Lenders’ participation)	D — 3 11:00 a.m.
LIBOR is fixed	Quotation Day
	as of 11:00 a.m. (London Time)

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In Witness Whereof this Agreement has been entered into on the date stated at the beginning.

The Borrower
Chartered Semiconductor Manufacturing Ltd.
Address:	60 Woodlands Industrial Park D, Street 2, Singapore 738406
Fax No:	6362 2909
Attention:	George Thomas
By:
The Arranger
Sumitomo Mitsui Banking Corporation
Address:	3 Temasek Avenue #06-01 Centennial Tower Singapore 039190
Fax No:	6882 0514
Attention:	Benson Chua, VP / Wendy Theseira, VP
By:
The Original Lender
Sumitomo Mitsui Banking Corporation, Singapore Branch
Address:	3 Temasek Avenue #06-01 Centennial Tower Singapore 039190
Fax No:	6882 0490
Attention:	Eric Wang / Delphine Tong
By:

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The Agent
Sumitomo Mitsui Banking Corporation, Singapore Branch
Address:	3 Temasek Avenue #06-01 Centennial Tower Singapore 039190
Fax No:	6882 0023
Attention:	Catherine Lai / Josephine Ho
By:

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EX-99.3

Exhibit 99.3

Confidential Treatment Requested: The portions of this document marked by XXXXX have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission.

Goldman Sachs International | Peterborough Court | 133 Fleet Street | London EC4A 2BB
Tel: 020-7774-1040 | Telex: 887902 | Cable: GOLDSACHS LONDON
Registered in England No. 2263951 | Registered Office As Above
Authorised and Regulated by the Financial Services Authority
Opening Transaction

29 March 2006

GS Reference No. TSSO603010250000A00
Customer Account No. 006-430-912

Chartered Semiconductor Manufacturing Limited
60 Woodlands Industrial Park D
Street 2
Singapore 738406

Dear Sirs or Madams,

American Call Option with Early Termination Provisions on Ordinary Shares of Chartered Semiconductor Manufacturing Ltd.

The purpose of this communication (this “Confirmation”) is to set forth the terms and conditions of the above-referenced transaction entered into on the Trade Date specified below (the “Transaction”) between Goldman Sachs International (“GSI”) and Chartered Semiconductor Manufacturing Ltd. (“Counterparty”). This communication constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below.

This Confirmation is subject to, and incorporates, the definitions and provisions of the 2000 ISDA Definitions (including the Annex thereto) (the “2000 Definitions”) and the definitions and provisions of the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions”, and together with the 2000 Definitions, the “Definitions”), in each case as published by the International Swaps and Derivatives Association, Inc. (“ISDA”). In the event of any inconsistency between the 2000 Definitions and the Equity Definitions, the Equity Definitions will govern.

This Confirmation supplements, forms a part of, and is subject to the ISDA Master Agreement (Multicurrency-Cross Border) dated as of 10 August 2004, as amended and supplemented from time to time (the “Agreement”), between GSI and Counterparty. All provisions contained in, or incorporated by reference to, the Agreement shall govern this Confirmation except as expressly modified below. Notwithstanding any provisions to the contrary in the Agreement, if Market Quotation is specified in the Schedule to the Agreement as the relevant payment measure, it will be deemed that a Market Quotation cannot be determined or would not produce a commercially reasonable result and Loss shall apply to this Transaction. In the event of any inconsistency between this Confirmation and the Definitions and/or the Agreement, as the case may be, this Confirmation shall govern.

This Transaction constitutes a Share Option Transaction for the purposes of the Equity Definitions. The terms of the particular Transaction to which this Confirmation relates are as follows:

General Terms:

Trade Date:	29 March 2006
Option Style:	American
Option Type:	Call

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	Seller:	Counterparty
	Buyer:	GSI
	Shares:	Ordinary shares of Chartered Semiconductor Manufacturing Ltd. (Bloomberg Code: CSM SP)
	Number of Options:	214.8 million
	Option Entitlement:	1 Share(s) per Option
	Strike Price:	SGD2.15
	Premium:	XXXXX
	Premium Payment Date:	31 March 2006
	Exchange:	Singapore Exchange Securities Trading Limited
	Related Exchange:	All Exchanges
Procedure for Exercise:
	Commencement Date:	29 March 2006
	Exercise Date:	As provided in Section 3.1(b) of the Equity Definitions
	Latest Exercise Time:	11.00am Singapore Time
	Expiration Time:	The Valuation Time
	Expiration Date:	29 March 2011
	Multiple Exercise:	Applicable
	Settlement Date:	3 Exchange Business Days following the relevant Valuation Date
	Minimum Number of Options:	2,000,000
	Seller Contact Details for the Purpose of Giving Notice:	Attention: Looi Lee Hwa, Edwin Chan and Jesline Teo Fax: 65 63604790/65 6362 2909
	Buyer Contact Details for the Purpose of Giving Notice:	Attention: Equity Derivatives Operations
		Fax: 852 2978 1699
Valuation:
	Valuation Time:	As provided in Section 6.1 of the Equity Definitions
	Valuation Date:	Each Exercise Date

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Settlement Terms:
	Physical Settlement:	Applicable, subject to the Cash Settlement and Early Termination provisions below
	Settlement Price:	Strike Price
	Settlement Currency:	Singapore Dollars (“SGD”)
	Cash Settlement:	Applicable at Counterparty’s election in lieu of Physical Settlement subject as provided herein. If Counterparty so elects and subject to valid exercise of the Options by GSI on the relevant Exercise Date, then Counterparty shall pay to GSI on the relevant Cash Settlement Payment Date the Option Cash Settlement Amount.
		To elect Cash Settlement in lieu of Physical Settlement in respect of an exercise of Options on an Exercise Date, Counterparty shall give notice to GSI in respect of the election of Cash Settlement by no later than three hours following the Latest Exercise Time on the relevant Exercise Date. Such election may be made in respect of any or all of the Options exercised and Counterparty shall specify the number of Options subject to such election in the notice. Any notice received after such time shall be void. For the avoidance of doubt, (i) if GSI does not exercise the Options on such Exercise Date, such notice shall be void and (ii) in the event GSI exercises the Options on such Exercise Date, in the absence of receipt by GSI of a valid Cash Settlement notice from Counterparty, Physical Settlement shall apply.
	Option Cash Settlement Amount:	An amount in SGD in respect of each Option exercised equal to (Closing Price on the relevant Valuation Date - Strike Price) × Option Entitlement (if positive, otherwise zero)
	Closing Price:	The SGD closing price of one Share as published by the Exchange on the relevant day provided that if the Exchange does not publish the closing price and the relevant day is not a Disrupted Day, then the Calculation Agent shall determine the relevant closing price in good faith and a commercially reasonable manner.
	Cash Settlement Payment Date:	3 Exchange Business Days after the relevant Valuation Date
Early Termination Provisions:
	Early Termination:	Counterparty may elect for an early termination of this Transaction (“Early Termination”) in whole or in part under the following circumstances:
		a)   From and including the Trade Date to and including 28 March 2007 (“Lower Soft Call Period”), the first time that the Closing Price on each of any 20 Exchange Business Days (each of which must occur within the Lower Soft Call Period,

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	the last such day being the “Lower Soft Call Date”) in a consecutive 30 Exchange Business Day period is equal to or greater than the Lower Soft Call Strike Price, as determined by the Calculation Agent; or
	b)   From and including 29 March 2007 to but excluding the Expiration Date (“Higher Soft Call Period”), if the Closing Price on each of any 20 Exchange Business Days (each of which must occur within the Higher Soft Call Period, the last such day being the “Higher Soft Call Date”) in any consecutive 30 Exchange Business Day period is equal to or greater than the Higher Soft Call Strike Price, as determined by the Calculation Agent.
	Counterparty may elect, upon notice to GSI, on the Lower Soft Call Date or any Higher Soft Call Date, to terminate and settle this Transaction early, in whole or in part, subject to the Early Termination Election Provisions below. For the avoidance of doubt, (i) any portion of this Transaction not terminated early shall continue under the terms hereof until the earlier of a subsequent Early Termination and the Expiration Date, (ii) Counterparty may elect to terminate this Transaction early only once during the Lower Soft Call Period when the condition described in paragraph (a) above is satisfied for the first time and (iii) Counterparty may elect to terminate any or all of the remaining portion of this Transaction early during the Higher Soft Call Period each time the condition described in paragraph (b) above is satisfied.
Soft Call Date:	The Lower Soft Call Date or any Higher Soft Call Date
Lower Soft Call Strike Price:	SGD1.75
Higher Soft Call Strike Price:	SGD2.6875
Call Settlement Price:	SGD1.60
Early Termination Election Provisions:	To elect for Early Termination, Counterparty shall give notice to GSI in respect of such election by no later than three hours following the close of trading on the Exchange on the relevant Soft Call Date. Any notice received after such time shall be void. Such notice shall specify the portion of the Transaction being terminated early (the “Designated Portion”) and whether Counterparty is electing for Cash Settlement or Physical Settlement in respect of such Designated Portion. In the absence of receipt by GSI of a valid Cash Settlement notice from Counterparty, Physical Settlement shall apply.
	If Counterparty elects to early terminate all or any part of this Transaction, the following shall occur on the relevant Early Termination Settlement Date. In respect of an Early Termination election on:
	a)   the Lower Soft Call Date, then if Physical Settlement

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	applies, GSI shall have the right but not the obligation for the period from and including the Lower Soft Call Date to and including the 30th Exchange Business Day thereafter to call for such number of Shares on each such day (each, an “Early Termination Call Date”) as it determines appropriate subject to a maximum of the amount of Shares relating to the Designated Portion (provided that GSI shall not call for fewer number of Shares than that which relate to a Minimum Number of Options, except where such call relates to all the remaining Shares of the Designated Portion). Against the delivery of each Share, GSI shall pay to Counterparty an amount equal to the Call Settlement Price;
	b)   the Lower Soft Call Date, then if Cash Settlement applies, Counterparty shall pay to GSI an amount equal to SGD0.15 × number of Shares relating to the Designated Portion;
	c)   a Higher Soft Call Date, then if Physical Settlement applies, Counterparty shall deliver to GSI the Shares relating to the Designated Portion against payment by GSI to Counterparty of an amount equal to Strike Price in respect of each Share delivered; and
	d)   a Higher Soft Call Date, then if Cash Settlement applies, Counterparty shall pay to GSI an amount equal to (Closing Price on the relevant Soft Call Date - Strike Price) × number of Shares relating to the Designated Portion.
	The provisions of Article 9 of the Equity Definitions shall apply to the settlement pursuant to each call made by GSI under paragraph (a) or the Designated Portion under paragraph (c) above as though it is a settlement of a Physically Settled Call Option transaction with GSI as Buyer and Counterparty as Seller, and for such purposes, the day the relevant call notice is given under paragraph (a) or the day the notice of Early Termination is given under paragraph (b) shall be the Exercise Date, the relevant Early Termination Settlement Date shall be the Settlement Date and the amount of Shares being called by GSI in the case of paragraph (a) or the amount of Shares relating to the Designated Portion in the case of paragraph (c) shall be the number of Options Exercised multiplied by the Option Entitlement.
Early Termination Settlement Date:	3 Exchange Business Days following, in the case of an Early Termination upon the Lower Soft Call Date, the relevant Early Termination Call Date, and in the case of an Early Termination upon a Higher Soft Call Date, the relevant Higher Soft Call Date. The Designated Portion of the Transaction shall be terminated upon settlement of the same in accordance with the Early Termination Election Provisions.
Provision of Notice:	Any notice to be provided under in respect of a Physical Settlement, Cash Settlement or Early Termination may be

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		provided by the relevant party orally or in writing. If provided orally, the party to whom oral notice is given shall be provided with written confirmation of such oral notification as soon as reasonably practicable thereafter provided that failure to provide such written confirmation shall not in any way prejudice the validity of the earlier oral notification.
		In respect of an exercise by GSI of the Options under this Transaction only, Counterparty has requested that GSI use reasonably commercially practicable efforts to notify Counterparty 12 hours prior to an actual exercise of the fact that it is considering an exercise of the Options. Any such notification shall in no way oblige GSI to exercise the Options at any subsequent time nor shall a prior notification preclude any subsequent notification or exercise. Any failure to provide such prior notification shall in no way prejudice or limit GSI’s rights or ability to exercise the Options pursuant to the terms of this Transaction. In addition, Counterparty shall be solely responsible for determining if any such prior notification results or could result in any disclosure, reporting or filing obligation on Counterparty to be made under applicable laws, rules and regulations and Counterparty shall be solely responsible for compliance with or the failure to comply with any such obligations. GSI makes no representation or warranty in respect thereof.
Share Adjustments:
	Method of Adjustment:	Calculation Agent Adjustment. For the avoidance of doubt and without limiting the scope of Section 11.2 (c) of the Equity Definitions, the phrase “the Higher Soft Call Strike Price, the Lower Soft Call Strike Price, the Call Settlement Price,” shall be inserted after the words “the Knock-out Price,” under sub-paragraph (A) of that section.
	Ordinary Dividends:	The terms of this Transaction assume no ordinary dividends being declared and/or paid by Counterparty on the Shares. In the event Counterparty declares and/or pays any ordinary dividends on the Shares prior to the Expiration Date, the Calculation Agent may make such adjustments to the terms of this Transaction to reflect the economic effect of such dividends. For the avoidance of doubt, nothing in the section shall limit or otherwise prejudice the rights of GSI to make any other adjustments to this Transaction as may otherwise be provided for under the Equity Definitions.
Extraordinary Events:
Consequences of Merger Events:
	Share-for-Share:	Modified Calculation Agent Adjustment
	Share-for-Other:	Cancellation and Payment

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	Share-for-Combined:	Component Adjustment
	Stock Loan Rate:	USD-LIBOR-BBA
Tender Offer:		Applicable
Consequences of Tender Offers:
	Share-for-Share:	Modified Calculation Agent Adjustment
	Share-for-Other:	Cancellation and Payment
	Share-for-Combined:	Component Adjustment
	Stock Loan Rate:	USD-LIBOR-BBA
Nationalisation, Insolvency or De-Listing Event:		Cancellation and Payment
Additional Disruption Events:
	Change in Law:	Applicable
	Insolvency Filing:	Applicable
	Hedging Disruption:	Applicable
	Hedging Party:	GSI
	Loss of Stock Borrow:	Applicable; furthermore Section 12.9(a)(vii) of the Equity Definitions is amended by deleting words “at a rate equal to or less than the Maximum Stock Loan Rate” and replacing them with “at a rate of return equal to or greater than zero.”
	Hedging Party:	GSI
	Increased Cost of Stock Borrow:	Applicable; Section 12.9(a)(viii) is amended as follows:
		“Increased Cost of Stock Borrow” means that the Hedging Party would incur a rate to borrow Shares with respect to such Transaction that is materially higher than the rate in effect on the Trade Date, in each case as determined by the Hedging Party in good faith and in a commercially reasonable manner.
	Hedging Party:	GSI
	Increased Cost of Hedging:	Applicable
	Hedging Party:	GSI
	Determining Party:	GSI
Non-Reliance:		Applicable
Agreements and Ackowledgements Regarding Hedging Activities:		Applicable

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Additional Ackowledgements:	Applicable
	Notwithstanding anything to the contrary in the Agreement, GSI may assign, transfer and set over all rights, title and interest, powers, privileges and remedies of GSI under this Transaction, in whole or in part, to an affiliate of GSI that is guaranteed by The Goldman Sachs Group, Inc. without the consent of Counterparty.
GSI Payment Instructions:	Citibank, New York ABA 021-000089 A/c Goldman Sachs International A/c No. 40616408
Counterparty Payment Instructions:	Please advise
Calculation Agent:	GSI

Additional Counterparty Representations: Counterparty represents, warrants and covenants to GSI and its affiliates (collectively “Goldman Sachs”) as of the Trade Date that:

a)	It is capable of making, and has made, its own independent investment decisions to enter into the Transaction and as to whether the Transaction is appropriate and proper for it based upon its own judgment and upon advice from such advisers as it has deemed necessary. No communication (written or oral) received from Goldman Sachs shall be deemed to be an assurance or guarantee as to the expected returns on the Transaction.
b)	It has been given the opportunity to obtain information from Goldman Sachs concerning the terms and conditions of the Transaction and the Shares necessary for it to evaluate the merits and risks of the Transaction and the Shares.
c)	It is not relying on any communication (written or oral) of Goldman Sachs as investment advice or as a recommendation to enter into the Transaction and understands that information and explanations related to the Transaction and the Shares shall not be considered investment advice or a recommendation to enter into the Transaction.
d)	None of Goldman Sachs or any person representing or acting on behalf of Goldman Sachs is acting as a fiduciary for, or an adviser to, it in connection with the entry into of the Transaction and it has obtained such independent professional advice (including, without limitation, legal advice) as it has deemed necessary in connection with the entry into of the Transaction. In particular, it has obtained its own independent accounting advice as to the appropriate accounting treatment of the Transaction and shall be accounting for this Transaction in a manner consistent with such advice and in any event in compliance with applicable laws, rules and regulations.
e)	The entry into of the Transaction does not and will not conflict with or result in a breach or violation of any law or regulation applicable to dealings in the Shares (including, without limitation, the rules of the Exchange) or otherwise breach or violate any of Counterparty’s constitutional documents or any other material agreement which it may have entered into.
f)	Neither it nor any of its affiliates, nor any persons acting on its or their behalf, has engaged or will engage in any directed selling efforts (as defined under Rule 903 of Regulation S (“Regulation S”) of the U.S. Securities Act of 1933, as amended (the “Securities Act”)) with respect to any Shares to be delivered under this Transaction and it will and shall procure that its affiliates will comply with the offering restrictions requirement of Regulation S.

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g)	Neither it nor any of its affiliates or any person acting on its or their behalf has taken or will take, directly or indirectly, any action which was or is designed to stabilise or manipulate, or which might reasonably be expected to cause or result in stabilisation or manipulation of, the price of the Shares.
h)	Neither it nor any of its affiliates or any person acting on its or their behalf is in possession of information which would, pursuant to securities laws (including insider dealing laws) applicable to dealings in the Shares, preclude it from dealing in the Shares and neither its most recent annual or interim financial statements nor any public announcement made by it, whether pursuant to applicable laws, rules or regulations or otherwise, contain, as of the date published and/or made, any material misstatement or omission that could make the statements therein, in light of the circumstances under which they were made, misleading.
i)	It will make or provide any disclosure required by applicable laws and regulations (including pursuant to the securities laws or regulations in the jurisdiction of the issuer of the Shares or the rules of the Exchange) or Goldman Sachs pursuant to any order or request received by Goldman Sachs from any legal or regulatory body or authority in connection with the entry into of the Transaction and notwithstanding any duty of confidentiality owed by Goldman Sachs, Counterparty acknowledges and agrees that Goldman Sachs may make such disclosure to any legal or regula tory body or authority as Goldman Sachs shall consider necessary or appropriate regarding the Transaction or the Hedge Positions, provided that Goldman Sachs shall, to the extent not precluded under law or otherwise restricted by any such legal or regulatory body or authority, use reasonable efforts to notify Counterparty of such order or request prior to making any such disclosure.

GSI Representations: GSI represents, warrants and covenants to Counterparty as of the Trade Date that:

a)	It understands that the Transaction, and the issuance of Shares thereunder, has not been and will not be registered under the Securities Act and that the Transaction and such Shares may not be offered or sold within the U.S. or to, or for the account or benefit of, U.S. Persons (as defined in Regulation S) except in accordance with Regulation S or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.
b)	It understands that no action has been or will be taken by Counterparty that would permit a public offering (as defined under applicable laws) of any Shares in any country or jurisdiction where action for that purpose is required and it will comply with all applicable laws and regulations in each jurisdiction (including with respect to stabilisation) in which it offers, sells or delivers any Shares.
c)	It is not a “U.S. Person” and will only offer and/or sell Shares delivered under this Transaction in transactions effected on the Exchange and/or to persons whom it reasonably believes to be persons other than U.S. Persons. Neither GSI, nor any of its affiliates, nor any persons acting on its or their behalf, has engaged or will engage in any directed selling efforts (as defined in Regulation S) with respect to any Shares to be delivered under this Transaction and GSI will and shall procure that its affiliates will comply with the offering restrictions requirement of Regulation S.

Other Provisions:

For the purposes of this Transaction, the definition of “Hedge Positions” in the Equity Definitions shall be amended by replacing the words “a party” with “GSI or any of its affiliates”.

Counterparty undertakes to GSI that any Share delivered under this Transaction whether pursuant to settlement upon an Early Termination or an exercise of an Option shall at the time of delivery be approved for listing and quotation on the Exchange.

The 7-year interest rate swap entered into between Counterparty and Goldman Sachs (Singapore) Pte. on 30 March 2006 shall be a Specified Transaction (under part (c) of the definition of “Specified Transaction” in the Agreement) under the Agreement, with Goldman Sachs (Singapore) Pte. being the Specified Entity of GSI for such purpose.

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Governing Law and Jurisdiction: Unless otherwise provided in the Agreement, this Confirmation will be governed by and construed in accordance with English law. Unless otherwise provided in the Agreement, this Confirmation is also subject to, and incorporates, the jurisdiction provisions contained in Section 13(b) of the Agreement.

Unless otherwise indicated, GSI has acted as principal in respect of this Transaction. The time of execution of this Transaction is available on request. GSI may make or receive payments to/from a third party in connection with this Transaction, the details of which are available upon request.

Offices.

The Office of GSI for this Transaction is Peterborough Court, 133 Fleet Street, London EC4A 2BB

The Office of Counterparty for this Transaction is 60 Woodlands Industrial Park D, Street 2, Singapore 738406

Counterparty hereby agrees (a) to check this Confirmation (Reference No. TSSO603010250000A00) carefully and immediately upon receipt so that errors or discrepancies can be promptly identified and rectified and (b) to confirm that the foregoing (in the exact form provided by GSI) correctly sets forth the terms of the agreement between GSI and Counterparty with respect to this Transaction, by manually signing this Confirmation or this page thereof as evidence of agreement to such terms and providing any other information requested herein and immediately returning an executed copy to Equity Derivatives Documentation Department, Facsimile 852 2978 1699.

Yours faithfully,		Agreed and Accepted by:
Goldman Sachs International		Chartered Semiconductor Manufacturing Ltd
By:	/s/ Matt Seager	By:	/s/ George Thomas
Name : Matt Seager Title : Executive Director		Name: George Thomas Title: Senior VP and CFO

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