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 September 30, 2007

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-F þ          Form 40-F 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)(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.

Yes o          No þ

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

	Page
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements		3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		13
Item 3. Quantitative and Qualitative Disclosures About Market Risk		24
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		25
SIGNATURES		26
EX-99.1 Letter Agreement between the Company and Citibank, N.A. dated September 26, 2007
EX-99.2 Loan Agreement between the Company and Japan Bank for International Cooperation and Sumitomo Mitsui Banking Corporation dated October 5, 2007.

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); Form S-8 (Registration No. 333-116844) and Form S-8 (Registration No. 333-145081).

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 include, without limitation, statements relating to our Fab 7, our target for the cash and cash equivalents balance as of December 31, 2007, our sources of liquidity, cash flow, funding needs and financings, and our expected depreciation and amortization and capital expenditures for the period up to December 31, 2007, 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, manufacturing capacity constraints, 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 leading-edge products; changes in capacity plans, allocation and process technology mix, and 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 technology and supply alliances (including our joint development agreements with IBM, Infineon, Samsung, Freescale and ST Microelectronics); 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 “Item 3. Key Information — D. “Risk Factors” in our 2006 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
UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)

	U.S. GAAP
	As of
	December 31,			September 30,
	2006			2007
	(Refer to Note 2)
ASSETS
Cash and cash equivalents	$	718,982		$	459,514
Restricted cash		43,063			44,520
Marketable securities		2,283			3,045
Receivables, less allowances of $7,976 in 2006 and $8,808 in 2007		243,361			253,085
Inventories		158,492			199,712
Other current assets		17,225			19,246
Total current assets		1,183,406			979,122
Investment in associated companies		36,044			32,717
Technology licenses, net		84,991			67,801
Property, plant and equipment, net		2,275,179			2,424,196
Other non-current assets		42,316			144,816
Total assets	$	3,621,936		$	3,648,652
LIABILITIES, CONVERTIBLE REDEEMABLE PREFERENCE SHARES AND SHAREHOLDERS’ EQUITY
Payables	$	301,868		$	225,347
Current installments of long-term debt and capital lease obligations		127,627			78,450
Other current liabilities		183,250			148,444
Total current liabilities		612,745			452,241
Long-term debt and capital lease obligations, excluding current installments		1,280,972			1,360,706
Other non-current liabilities		48,936			46,591
Total liabilities		1,942,653			1,859,538
Convertible redeemable preference shares		246,174			253,386
Ordinary share capital		2,704,215			2,711,183
Accumulated deficit		(1,217,275	)		(1,121,457	)
Accumulated other comprehensive loss		(53,831	)		(53,998	)
Total shareholders’ equity	$	1,433,109		$	1,535,728
Total liabilities, convertible redeemable preference shares and shareholders’ equity	$	3,621,936		$	3,648,652

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 units and per share data)

	U.S. GAAP
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2007			2006			2007
Net revenue	$	355,331		$	354,821		$	1,075,391		$	1,002,909
Cost of revenue		260,545			287,577			799,379			803,723
Gross profit		94,786			67,244			276,012			199,186
Other revenue		5,351			5,713			15,638			16,925
Operating expenses:
Research and development		41,908			38,929			114,654			115,010
Sales and marketing		14,147			14,608			39,651			42,210
General and administrative		11,041			9,347			30,477			28,943
Other operating expenses, net		4,267			3,567			11,988			10,737
Total operating expenses		71,363			66,451			196,770			196,900
Equity in income of associated companies, net		9,547			8,790			27,664			24,997
Other income (loss), net		10,628			200			(1,985	)		(41	)
Interest income		11,558			6,529			34,169			20,456
Interest expense and amortization of debt discount		(22,328	)		(14,955	)		(70,048	)		(45,647	)
Income before income tax		38,179			7,070			84,680			18,976
Income tax expense (benefit)		11,392			(107,689	)		23,039			(76,842	)
Net income	$	26,787		$	114,759		$	61,641		$	95,818
Less: Accretion to redemption value of convertible redeemable preference shares		2,336			2,427			7,118			7,212
Net income available to ordinary shareholders	$	24,451		$	112,332		$	54,523		$	88,606
Net earnings per ordinary share and ADS
Basic net earnings per ordinary share	$	0.01		$	0.04		$	0.02		$	0.03
Diluted net earnings per ordinary share	$	0.01		$	0.04		$	0.02		$	0.03
Basic net earnings per ADS	$	0.10		$	0.44		$	0.22		$	0.35
Diluted net earnings per ADS	$	0.09		$	0.40		$	0.22		$	0.33
Number of ordinary shares (in millions) used in computing:
Basic net earnings per ordinary share		2,535.1			2,538.9			2,525.5			2,538.0
Effect of dilutive securities		329.2			328.8			6.4			331.0
Diluted net earnings per ordinary share		2,864.3			2,867.7			2,531.9			2,869.0
Number of ADS (in millions) used in computing:
Basic net earnings per ADS		253.5			253.9			252.6			253.8
Effect of dilutive securities		32.9			32.9			0.6			33.1
Diluted net earnings per ADS		286.4			286.8			253.2			286.9

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						Nine Months Ended
	September 30,						September 30,
	2006			2007			2006			2007
Net income	$	26,787		$	114,759		$	61,641		$	95,818
Net unrealized gains (losses) on change in cash flow hedging fair values		(2,829	)		200			(1,294	)		1,602
Share of cash flow hedging gains of associated companies		1			—			8			1
Reclassification of cash flow hedging (gains) losses into earnings		(117	)		(179	)		683			(1,888	)
Unrealized gains (losses) on available-for-sale securities		(179	)		(625	)		19			73
Reclassification of realized (gains) losses on available-for-sale securities into earnings		(348	)		—			2,350			—
Foreign currency translation		—			(1	)		—			45
Other comprehensive income (loss)		(3,472	)		(605	)		1,766			(167	)
Comprehensive income	$	23,315		$	114,154		$	63,407		$	95,651

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
	Nine Months Ended
	September 30,			September 30,
	2006			2007
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	61,641		$	95,818
Adjustments to reconcile net income to net cash provided by operating activities:
Equity in income of associated companies, net		(27,664	)		(24,997	)
Cash dividends received from associated companies		28,631			24,686
Depreciation and amortization		384,392			367,286
Foreign exchange loss (gain), net		2,408			(601	)
Gain on disposal of property, plant and equipment		(4,008	)		(936	)
Deferred tax expense (benefit)		167			(23,688	)
Others, net		6,392			8,922
Changes in assets and liabilities:
Receivables		(7,845	)		(6,809	)
Inventories		(32,488	)		(41,220	)
Other assets		(9,997	)		(79,954	)
Payables and other liabilities		20,271			1,928
Net cash provided by operating activities	$	421,900		$	320,435
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property, plant and equipment		(375,319	)		(587,283	)
Payments for technology licenses		(7,422	)		(6,707	)
Refundable deposits placed with a vendor		(15,000	)		—
Refund of deposits placed with a vendor		111,656			15
Proceeds from sale of property, plant, equipment		8,852			4,845
Proceeds from maturity and disposal of marketable securities		20,998			—
Return of capital from SMP		4,133			4,900
Others		(540	)		(1,161	)
Net cash used in investing activities	$	(252,642	)	$	(585,391	)
CASH FLOWS FROM FINANCING ACTIVITIES
Debt
Borrowings		492,915			146,109
Repayments		(635,010	)		(123,629	)
Capital lease payments		(3,003	)		(2,911	)
Receipts of refundable customer deposits		45,183			202
Refund of customer deposits		(61,321	)		(17,128	)
Issuance of ordinary shares		2,182			2,478
Increase in cash restricted for debt repayment		(39,662	)		(1,457	)
Others		5,752			(900	)
Net cash (used in) provided by financing activities	$	(192,964	)	$	2,764
Effect of exchange rate changes on cash and cash equivalents		755			2,724
Net decrease in cash and cash equivalents		(22,951	)		(259,468	)
Cash and cash equivalents at the beginning of the period		819,856			718,982
Cash and cash equivalents at the end of the period	$	796,905		$	459,514

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 share units and per share data)

1.	Basis of Presentation
	The interim unaudited condensed consolidated financial statements have been prepared in accordance with United States of America generally accepted accounting principles (“US 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 Chartered Silicon Partners Pte Ltd (“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:

	Three months ended				Nine months ended
	September 30,				September 30,
	2006		2007		2006		2007
Net losses not allocated to the minority shareholders of CSP according to their proportionate ownership	$	2,174	$	879	$	9,143	$	7,020

	The cumulative net losses not allocated to the minority shareholders of CSP according to their proportionate ownership as of December 31, 2006 and September 30, 2007 are $207,274 and $214,294, respectively.
2.	Prior Period Adjustments
	The Company has recorded an increase (decrease) in the inventories, property, plant and equipment, payables, other current liabilities and accumulated deficit balances of $1,445, $2,060, $(136), $(611), and $(4,252), respectively, in the December 31, 2006 unaudited condensed consolidated balance sheet included in this report as compared with the corresponding amounts previously reported in the December 31, 2006 audited consolidated balance sheet included in the Company’s 2006 Annual Report on Form 20-F, to reflect the net impact of the correction of certain misstatements which the Company has determined to be immaterial to the 2006 and earlier consolidated financial statements.
	The errors which were corrected relate to:

• Certain production costs not capitalized as inventory;

• Certain depreciable costs that were not capitalized as property, plant and equipment;

• Overstatement of payables relating to insurance expenses; and

• Misstatement of other current liabilities due to an uncertain tax provision which should have been reversed in a prior year after receipt of evidence supporting the position, under-accrual of tax payable due to a tax deduction for interest expense claimed in the wrong year, and an over-accrual for sales and marketing expenses.

7

3.	Use of Estimates
	The preparation of the interim unaudited condensed consolidated financial statements 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 are subject to judgment and such estimates include the amount of income tax expense, the 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, the valuation of accounts receivable and inventories, the recognition and measurement of revenue and the sales credits and returns allowance, and the fair value of share-based employee compensation awards and financial instruments. Actual results could differ from these estimates.
	During 2006, the Company changed the estimated salvage values in relation to certain eight-inch process equipment and machinery to reflect higher expected salvage values than the Company had historically estimated. The change in the estimated salvage values is a change in accounting estimate that was applied prospectively from July 1, 2006. This change will result in lower depreciation over the remaining lives of the affected eight-inch process equipment and machinery. The impact of this change was an increase in the Company’s net income by $2,281 and $9,623 for the three and nine months ended September 30, 2007, respectively. Both basic and diluted net income per American Depository Share (“ADS”) increased by $0.01 for the three months ended September 30, 2007, and basic and diluted net income per ADS for the nine months ended September 30, 2007 increased by $0.04 and $0.03, respectively. As a result of this change in accounting estimate, there was no change in basic and diluted net earnings per ordinary share for the three and nine months ended September 30, 2007.
4.	Net Earnings per Ordinary Share
	Basic net earnings per ordinary share is computed by deducting from net income the accretion to redemption value of the convertible redeemable preference shares, and dividing by the weighted-average number of ordinary shares outstanding. When the accretion to redemption value of convertible securities per ordinary share obtainable on conversion exceeds basic net earnings per ordinary share, diluted net earnings per ordinary share is computed by deducting from net income the accretion to redemption value of the convertible redeemable preference shares, and dividing by the sum of weighted-average number of ordinary shares outstanding plus potentially dilutive ordinary shares from the assumed exercise of options outstanding during the period, if any, using the treasury stock method and other potentially dilutive securities outstanding. When the accretion to redemption value of convertible securities per ordinary share obtainable on conversion does not exceed basic net earnings per ordinary share, diluted net earnings per ordinary share is computed by taking net income, and dividing by the sum of weighted-average number of ordinary shares outstanding plus potentially dilutive ordinary shares from the assumed exercise of options outstanding during the period, if any, using the treasury stock method and other potentially dilutive securities outstanding, such as convertible redeemable preference shares.
	The Company excluded certain potentially dilutive securities for each period presented from its diluted net earnings per ordinary share computation because:

i.	The exercise price or conversion price of the securities exceeded the average fair value of the Company’s share price; or
ii.	The total assumed proceeds under the treasury stock method resulted in negative incremental shares; or
iii.	The accretion to redemption value of convertible securities per ordinary share obtainable on conversion exceeded basic net earnings per ordinary share; or
iv.	The conditions for the vesting of the performance share units were not met.

A summary of the excluded potentially dilutive securities is as follows:

	Three months ended				Nine months ended
	September 30,				September 30,
	2006		2007		2006		2007
Convertible redeemable preference shares		—		—		325,144		—
Call options with Goldman Sachs International		214,792		214,792		214,792		214,792
Employee stock options		98,003		96,732		98,003		95,541
Performance share units		—		2,316		—		2,316

The weighted-average exercise prices of employee stock options outstanding were $1.89 and $1.83 as of September 30, 2006 and 2007, respectively. The call options with Goldman Sachs International (“GS”) have a per share exercise price of S$1.60 and $1.408 as of September 30, 2006 and 2007, respectively. The conversion price of the convertible redeemable preference shares is $0.8719 per share.

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5.	Share-Based Compensation
	In April 2007, the Company’s shareholders approved the Restricted Share Unit Plan 2007 (“RSU Plan”) and the Performance Share Unit Plan 2007 (“PSU Plan”).
	Restricted Share Units (“RSUs”) The RSU Plan is a share-based incentive designed to reward, retain and motivate the Company’s human capital. This plan also extends to employees of Silicon Manufacturing Partners Pte Ltd (“SMP”), an associated company. Each RSU will entitle the holder to one ordinary share of the Company. The RSUs awarded will vest equally on each of the first three anniversaries of the grant date of the award, and ordinary shares will be issued provided the employee has remained employed by the Company through such anniversary dates; otherwise the unvested RSUs are forfeited. The grant-date fair value of the award is based on the average of the high and low quotes of the Company’s ordinary shares at the date of grant, and is recorded as compensation expense using the straight-line attribution method, as adjusted for forfeitures of unvested RSUs. SMP bears the share-based compensation expense in respect of the RSUs that were granted to its employees.
	A total of 4,102,080 RSUs were granted on August 31, 2007, out of which, 38,470 RSUs were granted to employees of SMP. As of September 30, 2007, all 4,102,080 RSUs remained outstanding as no RSUs were vested or forfeited in the period from August 31, 2007 to September 30, 2007. Total share-based compensation expense recognized for the RSUs for both the three and nine months ended September 30, 2007 was $77. As of September 30, 2007, the total compensation cost related to unvested RSUs not yet recognized is estimated at approximately $2,706 which is expected to be recognized over the weighted-average period of 2.9 years. The weighted-average grant date fair value of each RSU is $0.70.
	Performance Share Units (“PSUs”) The PSU Plan is a share-based incentive for senior executives in key positions who are able to drive the strategic direction and performance of the Company. On August 31, 2007, a base number of PSUs that may be awarded at the end of a three-year performance period was granted. The vesting of the awards is contingent upon the achievement of pre-determined levels of Economic Value Added (“EVA”) spread and Absolute Total Shareholder Return (“TSR”), which have been established at the grant date. The EVA spread is calculated by deducting weighted-average cost of capital from return on invested capital, while TSR is calculated by adding dividend yield to the change in the opening and closing share price of the Company’s ordinary shares for the performance period. The achievement of EVA spread is a performance-based condition while the achievement of TSR is a market-based condition. Half of the base number of PSUs will vest according to the achievement of the EVA spread and the other half will vest according to the achievement of the TSR. The number of PSUs ultimately vested will range from 30% to 150% of the base number of PSUs awarded, or zero, subject to the achievement of either of the abovementioned performance-based or market-based performance conditions, or both the performance-based and market-based conditions, over the performance period. The PSUs will generally vest at the end of a three-year requisite service period following the grant date. Each PSU will entitle the holder to one ordinary share of the Company. The grant-date fair value for the performance-based portion of the award was based on the average of the high and low quotes of the Company’s ordinary shares at the date of grant. The market-based portion of the award was estimated on the date of the grant using the Monte-Carlo valuation model with the following assumptions:

	Three and Nine Months ended September 30, 2007
Risk-free interest rate		2.37	%
Expected volatility		38.0	%
Dividend yield		0.0	%

Expected volatility is based on historical volatility rates of the Company’s ordinary shares. The risk-free rate is based upon observed interest rates appropriate for the term of the Company’s PSUs.

A total of 2,315,630 base number of PSUs were granted on August 31, 2007, and no PSUs were vested or forfeited in the period from August 31, 2007 to September 30, 2007. Total share-based compensation expense recognized for the PSUs for both the three and nine months ended September 30, 2007 was $11. Depending upon the Company’s performance against target performance measures specified in the award agreement, as of September 30, 2007, the total compensation cost related to unvested PSUs not yet recognized is estimated at approximately $367. This estimated compensation cost is expected to be recognized as compensation expense over the weighted-average period of 3.1 years. The weighted-average grant date fair value of each PSU is $0.52.

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

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6.	Inventories
	Inventories consist of the following:

	As of
	December 31,		September 30,
	2006		2007
Raw materials	$	13,306	$	18,147
Work in progress		138,659		175,958
Consumable supplies and spares		6,527		5,607
	$	158,492	$	199,712

7.	Income Taxes
	Fab 3 was previously granted pioneer status for a 10-year period beginning July 1, 1999. During this period, income arising from activities covered under the pioneer status is exempt from Singapore income tax. Income arising from activities not covered under the pioneer status, or non-qualifying income, is taxed at the prevailing Singapore corporate tax rate. Since Fab 3 was previously granted pioneer status, it has accumulated a substantial amount of tax allowances relating to capital expenditure which it has been unable to fully utilize against income from activities covered under the pioneer status. The Company applied to have the pioneer status revoked in order to be able to utilize Fab 3’s unabsorbed tax allowances against its non-qualifying income. The application was approved in September 2007 and the Company recorded an income tax benefit of $118.5 million. This income tax benefit of $118.5 million arose primarily from prior year allowances related to wear and tear of plant and machinery and losses of Fab 3 which are now available to offset tax paid or incurred in prior years, with the balance available to offset against future tax liabilities. The Company expects to receive refund of taxes previously paid on non-qualifying income from previous years.
	In June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes”, an interpretation of FASB Statement No. 109, “Accounting for Income Taxes” (“FIN 48”). In May 2007, the FASB amended this guidance by issuing FASB Staff Position No. FIN 48-1, “Definition of Settlement in FASB Interpretation No. 48” (“FSP FIN 48-1”). FSP FIN 48-1 provides that a company’s tax position will be considered settled if the taxing authority has completed its examination, the company does not plan to appeal, and it is remote that the taxing authority would re-examine the tax position in the future.
	On January 1, 2007, the Company adopted the provisions of FIN 48, as a result of which the Company recorded a liability of $6,307 for unrecognized income tax benefits, all of which would affect the effective tax rate if recognized. The adoption of FIN 48 did not have an impact on the accumulated deficit as the Company had previously recorded the full amount of the unrecognized tax benefits as part of current taxes payable. The balance, however, was reclassified as a non-current liability under FIN 48 because the Company does not anticipate payment within one year.
	As of September 30, 2007, the liability for unrecognized tax benefits was $4,799. The decrease since the date of adoption of FIN 48 was due to the recognition of tax benefits of the two tax positions taken in prior years’ income tax returns and the change in measurement of the liability as a result of the revocation of one of the Company’s tax incentives. During the first quarter of 2007, the Company received documentary evidence which provided sufficient technical merits for one of the tax positions to meet the more-likely-than-not recognition threshold. During the second quarter of 2007, the uncertainty relating to the other tax position was resolved with the taxing authority having completed its examination. During the third quarter of 2007, the revocation of Fab 3’s pioneer-status tax incentives lifted the quarantine which was previously imposed on the unabsorbed wear and tear allowances arising from activities covered under the pioneer status. The Company assessed that the revocation of the pioneer-status tax incentive would not change its recognition assessment on its uncertain tax positions since it does not affect the technical merits used in assessing these uncertain tax positions.
	The revocation of the pioneer-status tax incentive had made available the abovementioned unabsorbed wear and tear allowances, which were previously only allowed for set-off against future income from the activities covered under the pioneer status, for set-off against all the Company’s income from the non-pioneer activities. As of September 30, 2007, these unabsorbed wear and tear allowances have been estimated to be sufficient to fully set-off against the FIN 48 liability. As such, the liability no longer entails cash outflow in the event that the Company’s tax positions ultimately fail to prevail upon the tax authority’s examination. Thus, there is now a change in measurement of the liability as a potential reduction to the deferred tax asset relating to the unabsorbed wear and tear allowances. The Company does not anticipate any significant changes to the total amounts of unrecognized tax benefits within the next 12 months.
	The Company’s accounting policy is to treat interest and penalties as a component of income taxes. However, the tax law in the Company’s primary tax jurisdiction, Singapore, only imposes interest and penalties on tax underpayments related to tax positions which contravene the provisions of the Singapore income tax legislation. As of September 30, 2007, the Company

10

has not recognized any interest or penalties in the consolidated statement of operations or in the consolidated statement of financial position.

The Company is subject to taxation in Singapore and other foreign tax jurisdictions. The tax authority in Singapore had previously completed its examination of the Company’s tax computations for the fiscal years 2000 and before. However, as a result of the revocation of the tax incentive during the third quarter of 2007, the Company is required to submit revised tax computations adopting the new tax status for the prior tax years, beginning from the fiscal year 1997, to the tax authority. A summary of the tax years that remain subject to examination in the Company’s major tax jurisdictions are:

	Fiscal years that remain subject to examination as of
Major tax jurisdiction	January 1, 2007	September 30, 2007
Singapore	2000 and forward	1997 and forward
United States of America	2004 and forward	2004 and forward

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

	As of
	December 31,			September 30,
	2006			2007
Floating rate loans:
EXIM Guaranteed Loan		324,277			409,915
Bank of America Term Loan		50,000			—
5.75% senior notes due 2010		371,904			372,497
6.00% amortizing bonds due 2010		38,433			29,659
6.25% senior notes due 2013		297,405			297,662
6.375% senior notes due 2015		246,805			247,019
Others		2,836			5,560
		1,331,660			1,362,312
Less: Current installments of long-term debt		(123,629	)		(74,163	)
Long-term debt, excluding current installments	$	1,208,031		$	1,288,149

Obligations under capital leases:

	As of
	December 31,			September 30,
	2006			2007
Minimum future lease payments	$	124,194		$	121,955
Amount representing interest at rates of 5.9% to 7.8%		(47,255	)		(45,111	)
Present value of minimum future lease payments		76,939			76,844
Less: Current installments		(3,998	)		(4,287	)
Obligations under capital leases, excluding current installments	$	72,941		$	72,557
Current installments of:
Long-term debt	$	123,629		$	74,163
Obligations under capital leases		3,998			4,287
	$	127,627		$	78,450
Non-current portion, excluding current installments:
Long-term debt	$	1,208,031		$	1,288,149
Obligations under capital leases		72,941			72,557
	$	1,280,972		$	1,360,706

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	Weighted-Average
	Interest Rates
	As of
	December 31,			September 30,
	2006			2007
Debt obligations at floating rates		5.80	%		5.51	%
Debt obligations at fixed rates		6.08	%		6.08	%
Obligations under capital leases		7.08	%		7.09	%

	In May 2007, the Company drew down $150,494 from the third tranche of the Export-Import Bank of the United States (“EXIM”) Guaranteed Loan.
	The Bank of America Term Loan of $50,000, which was fully drawn down in 2005, was fully repaid in April 2007.
9.	Share Capital
	In March 2006, the Company entered into a call option transaction (“2006 Option”) with GS to replace the call option transaction that the Company had previously entered into with GS in August 2004 (“2004 Option”) with an expiration date of April 2, 2006. Under the 2006 Option, GS could purchase up to 214.8 million of Chartered ordinary shares at S$1.60 per share should the Company early terminate the 2006 Option in the first year and S$2.15 per share thereafter. Prior to the modification of the 2006 Option as mentioned below, the 2006 Option was accounted for as a derivative instrument that was dual indexed to the Company’s ordinary share price and currency exchange rates.
	On March 9, 2007, the Company modified the terms of the 2006 Option by simultaneously terminating the Singapore dollar-denominated option and entering into a US dollar-denominated option. The modification was based on the exchange rate of S$1.5268 per US$1.00 on March 9, 2007. Under the modified terms of the 2006 Option, GS is entitled to purchase up to 214.8 million of new ordinary shares at US$1.408 per share and the Company may terminate the transaction early, in whole or in part, if the closing price of Chartered ordinary shares is equal to or higher than US$1.760 (equivalent to 125% of the US$1.408 strike price) on each of any 20 business days in any consecutive 30 business-day period. Should the Company exercise this right and opt for physical settlement, GS will be required to buy the number of new ordinary shares relating to the terminated portion of the 2006 Option at US$1.408 per share. The Company continues to have the right to cash settle the 2006 Option. Under the terms of the 2006 Option, if the option is exercised, the Company has the right either to issue new shares to GS or to settle the transaction in cash. If the 2006 Option is not exercised or terminated earlier, it will expire on March 29, 2011. As of September 30, 2007, the US dollar-denominated option is accounted for as shareholders’ equity in the consolidated balance sheet.

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Item 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:

	U.S. GAAP
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2006			2007			2006			2007
Net revenue		100.0	%		100.0	%		100.0	%		100.0	%
Cost of revenue		73.3			81.0			74.3			80.1
Gross profit		26.7			19.0			25.7			19.9
Other revenue		1.5			1.6			1.4			1.7
Operating expenses:
Research and development		11.8			11.0			10.7			11.4
Sales and marketing		4.0			4.1			3.7			4.2
General and administrative		3.1			2.6			2.8			2.9
Other operating expenses, net		1.2			1.0			1.1			1.1
Total operating expenses		20.1			18.7			18.3			19.6
Equity in income of associated companies, net		2.6			2.5			2.6			2.5
Other income (loss), net		3.0			0.1			(0.2	)		(0.0	)
Interest income		3.3			1.8			3.1			2.0
Interest expense and amortization of debt discount		(6.3	)		(4.2	)		(6.5	)		(4.6	)
Income before income taxes		10.7			2.1			7.8			1.9
Income tax expense (benefit)		3.2			(30.4	)		2.1			(7.7	)
Net income		7.5	%		32.5	%		5.7	%		9.6	%
Less: Accretion to redemption value of convertible redeemable preference shares		0.6			0.7			0.7			0.7
Net income available to ordinary shareholders		6.9	%		31.8	%		5.0	%		8.9	%

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

	Three months ended						Nine months ended
	September 30,						September 30,
	2006			2007			2006			2007
Communications		31	%		40	%		31	%		38	%
Computer		36			24			26			32
Consumer		31			33			40			27
Other		2			3			3			3
Total		100	%		100	%		100	%		100	%

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

	Three months ended						Nine months ended
	September 30,						September 30,
	2006			2007			2006			2007
Americas		79	%		67	%		76	%		72	%
Asia-Pacific		11			24			12			19
Europe		9			9			10			8
Japan		1			—			2			1
Total		100	%		100	%		100	%		100	%

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

	Three months ended						Nine months ended
	September 30,						September 30,
	2006			2007			2006			2007
0.065 and below		—	%		13	%		—	%		7	%
Up to 0.09		31			6			27			15
Up to 0.13		27			35			28			34
Up to 0.18		7			10			8			9
Up to 0.25		9			13			9			11
Up to 0.35		16			14			17			14
Above 0.35		10			9			11			10
Total		100	%		100	%		100	%		100	%

THREE MONTHS ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2007

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. As a dedicated foundry, our financial performance, including our revenue, largely depends on a number of factors including timeliness in introducing technology and manufacturing solutions, ability to enter into arrangements with diverse customers for high volume production of our wafers, utilization rate of our capacity, and external factors such as pricing and general semiconductor market conditions and industry cycles.

     Net revenue remained essentially flat for the third quarters of 2006 and 2007 at $355.3 million and $354.8 million, respectively. Total wafer shipments increased 27.3% from 307,893 wafers (eight-inch equivalent) in the third quarter of 2006 to 392,126 wafers (eight-inch equivalent) in the third quarter of 2007. Average Selling Price (“ASP”) decreased by 21.8% from $1,136 per wafer (eight-inch equivalent) to $888 per wafer (eight-inch equivalent) over the same period due to a less favorable product mix and lower selling prices.

     Revenue from our 0.13um and below process geometry technologies decreased 7% from the third quarter of 2006 to the third quarter of 2007, representing 58% and 54% of the net revenue in the third quarters of 2006 and 2007, respectively. Revenue from our 90nm technologies represented 31% and 6% of our net revenue in the third quarters of 2006 and 2007, respectively. The decrease in the percentage contribution to our net revenue from our 90nm technologies was due primarily to a decrease in the 90nm shipments and to a lesser extent, a decrease in 90nm ASP. Revenue from our 65nm and below technologies represented 13% of our net revenue in the third quarter of 2007. There were no such shipments in the third quarter of 2006.

     In the third quarter of 2006, the computer sector was our highest revenue contributor and represented 36% of our net revenue, while the communications and consumer sectors each represented 31% of our net revenue. In the third quarter of 2007, the communications sector, which represented 40% of our net revenue, was our highest revenue contributor, followed by the consumer sector and the computer sector which represented 33% and 24% of our net revenue, respectively. The increase in demand from the communications sector was due primarily to the significant increase in demand for mobile phone handsets. The increase in demand for television-related devices, partially offset by the decrease in video game devices, contributed to the increase in demand from the consumer sector. The decrease in demand from the computer sector is due primarily to the decrease in demand for workstations, personal computers and motherboard devices, partially offset by the increase in demand for optical storage devices.

     The Americas region was our highest revenue contributor in the third quarter of 2006, representing 79% of our net revenue. It continued to be our highest contributor to the revenue in the third quarter of 2007, representing 67% of our net revenue. In terms of absolute dollars, this is a 15% decrease from our net revenue in the third quarter of 2006, and it is due primarily to the decrease

14

in demand for workstations, personal computers and motherboard devices and to a lesser extent, a decrease in demand for video game devices, partially offset by the increase in demand for mobile phone handsets. Revenue contribution from the Asia-Pacific region increased from 11% of our net revenue in the third quarter of 2006 to 24% of our net revenue in the third quarter of 2007, due primarily to the increased demand for television-related devices and optical storage devices. Revenue from the Europe and Japan regions remained similar in terms of percentage contribution to our net revenue in the third quarters of 2006 and 2007.

Cost of revenue

     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. Generally, a large proportion of our cost of revenue is fixed in nature, which will not increase or decrease in proportion to any change in our revenue.

     Despite the 27.4% increase in wafer shipment, cost of revenue increased by only 10.4% from $260.5 million in the third quarter of 2006 to $287.6 million in the third quarter of 2007, and this is due to a large proportion of our cost of revenue being fixed in nature. Depreciation continued to be a significant portion of our cost of revenue, comprising 39.2% and 37.1% of our cost of revenue in the third quarters of 2006 and 2007, respectively.

     The unit cost of a wafer 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 13.0% from $831 (eight-inch equivalent) in the third quarter of 2006 to $723 (eight-inch equivalent) in the third quarter of 2007, primarily as a result of higher production levels to achieve higher shipments between the third quarter of 2006 and the third quarter of 2007.

     Included in cost of revenue for the third quarter of 2007 was a provision of $4.9 million for deferred expenses related to one of our customers, which was deemed to be non-recoverable. There was no such provision for the third quarter of 2006.

     We record grant income as a reduction of the expenses that the grants are intended to reimburse. The impact of grants recorded as a reduction to our cost of revenue was $0.9 million in the third quarter of 2007. There were no such grants in the third quarter of 2006.

Gross profit

     Our gross profit decreased from $94.8 million, or 26.7% of our net revenue, in the third quarter of 2006 to $67.2 million, or 19.0% of our net revenue, in the third quarter of 2007. This is due primarily to a less favorable product mix arising from lower shipments of 90nm products and lower selling prices, partially offset by higher shipments from 65nm.

     Included in gross profit for the third quarter of 2007 was a provision of $4.9 million for deferred expenses related to one of our customers, which was deemed to be non-recoverable. There was no such provision for the third quarter of 2006.

     Our gross profit was also impacted by $0.9 million of grant income in the third quarter of 2007 which was recorded as a reduction to our cost of revenue. There were no such grants in the third quarter of 2006.

Other revenue

     Other revenue was $5.4 million in the third quarter of 2006 compared to $5.7 million in the third quarter of 2007, and related to rental income and management fees.

Research and development expenses

     Research and development, or R&D, expenses consist primarily of our share of expenses related to joint-development projects with IBM, Infineon, Samsung, Freescale and ST Microelectronics, payroll-related costs for R&D personnel, depreciation of R&D equipment and expenses related to the development of design kits and intellectual property solutions for design of integrated circuits. R&D expenses decreased by 7.1% from $41.9 million in the third quarter of 2006 to $38.9 million in the third quarter of 2007, due primarily to the transition of development activities from both 65nm and 45nm to focus mainly on 45nm and higher reimbursement of expenses related to grants. The impact of grants recorded as a reduction to our R&D expenses was $3.4 million in the third quarter of 2007. There were no such grants in the third quarter of 2006.

Sales and marketing expenses

     Sales and marketing expenses consist primarily of payroll-related costs for sales and marketing personnel, electronic design automation, or EDA, related expenses and costs related to pre-contract customer design validation activities. EDA-related expenses and costs related to pre-contract customer design validation activities relate to efforts to attract new customers and expand our penetration of existing customers. Sales and marketing expenses increased by 3.3% from $14.1 million in the third

15

quarter of 2006 to $14.6 million in the third quarter of 2007, due primarily to higher financial support for pre-contract customer design validation activities. These expenses, as a percentage of revenue, remained at approximately similar levels in the third quarters of 2006 and 2007 at 4.0% and 4.1%, respectively.

General and administrative expenses, net

     General and administrative, or G&A, expenses consist primarily of payroll-related costs for administrative personnel, consultancy and professional fees and depreciation of equipment used in G&A activities. G&A expenses decreased by 15.3% from $11.0 million in the third quarter of 2006 to $9.3 million in the third quarter of 2007, due primarily to relocation expenses related to one of our overseas office facilities in the third quarter of 2006. There was no such expense in the third quarter of 2007. G&A expenses as a percentage of revenue in the third quarters of 2006 and 2007 were at 3.1% and 2.6%, respectively.

Other operating expenses, net

     We recorded other operating expenses, net, of $4.3 million in the third quarter of 2006 compared to $3.6 million in the third quarter of 2007. This is due primarily to lower losses resulting from foreign currency fluctuations in the third quarter of 2007.

Equity in income of associated companies, net

     Equity in income of Silicon Manufacturing Partners Pte Ltd. (“SMP”) was $9.5 million in the third quarter of 2006 compared to $8.9 million in the third quarter of 2007, due primarily to lower revenues resulting from lower ASP, and to a lesser extent, higher manufacturing costs associated with optimizing capacity utilization, partially offset by lower cost per wafer resulting from lower depreciation and higher production volumes over which fixed costs are allocated. 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 third quarter of 2006, the equity in income of SMP was $9.5 million compared to our total income before income tax of $38.2 million. The equity in income of SMP was $8.9 million in the third quarter of 2007 compared to our total income before income tax of $7.1 million.

     We have provided the following information on our total business base revenue, which includes our share of SMP revenue, for the quarters ended September 30, 2006 and September 30, 2007. 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 LSI Technology (Singapore) Pte Ltd (formerly known as Agere Systems Singapore Pte Ltd), 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 does not include our share of SMP:

	Three months ended September 30,
	2006		2007
	(In millions)
Net revenue (U.S. GAAP)	$	355.3	$	354.8
Chartered’s share of SMP revenue	$	27.8	$	27.0
Net revenue including Chartered’s share of SMP	$	383.1	$	381.8

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

	Three months ended September 30,
	2006				2007
	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)*		307.9		337.0		392.1		426.1
ASP per wafer	$	1,136	$	1,120	$	888	$	881

Note:
*	Eight-inch equivalent wafers

     We acquired a 26.7% equity interest in Gateway Silicon Inc (“GSI”) in the first quarter of 2007. We account for the investment in GSI under the equity method. The equity in the loss of GSI was $0.1 million in the third quarter of 2007.

16

Other income (loss), net

     Other income (loss), net, was a net income of $10.6 million and $0.2 million for the third quarters of 2006 and 2007, respectively. The higher net income in the third quarter of 2006 was due primarily to a net gain arising from changes in the fair value of our derivative instruments. There were no significant changes in the fair value of our derivative instruments in the third quarter of 2007.

Interest income

     Interest income decreased by 43.5% from $11.6 million in the third quarter of 2006 to $6.5 million in the third quarter of 2007, due primarily to lower average cash balances.

Interest expense and amortization of debt discount

     Interest expense and amortization of debt discount decreased by 33.0% from $22.3 million in the third quarter of 2006 to $15.0 million in the third quarter of 2007, due primarily to higher interest capitalization associated with higher capital expenditures related to our 65nm and below technologies in the third quarter of 2007.

Income tax expense (benefit)

     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 (“ETR”) to the year to date income before income taxes to derive the year to date income tax expense. The quarterly income tax expense (benefit) recorded is the difference between the year to date expense and amounts recorded in prior quarters. ETR is calculated as a percentage of the forecast income tax expense for the year over the forecast income before income taxes for the same period.

     The forecast income tax expense is computed based on a pool of taxable income such as (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. In the third quarter of 2006, we recorded income tax expense of $11.4 million on an income before income taxes of $38.2 million. In the third quarter of 2007, we recorded income tax benefit of $107.7 million on an income before income taxes of $7.1 million.

     The income tax benefit of $107.7 million for third quarter of 2007 resulted primarily from the revocation of the pioneer status granted to Fab 3. Fab 3 was previously granted pioneer status for a 10-year period beginning July 1, 1999. During this period, income arising from activities covered under the pioneer status is exempt from Singapore income tax. Income arising from activities not covered under the pioneer status, or non-qualifying income, is taxed at the prevailing Singapore corporate tax rate. Since Fab 3 was previously granted pioneer status, it has accumulated a substantial amount of tax allowances relating to capital expenditure which it has been unable to fully utilize against income from activities covered under the pioneer status. Chartered applied to have the pioneer status revoked in order to be able to utilize Fab 3’s unabsorbed tax allowances against its non-qualifying income. The application was approved in September 2007 and we recorded an income tax benefit of $118.5 million. This income tax benefit of $118.5 million arose primarily from prior year allowances related to wear and tear of plant and machinery and losses of Fab 3 which are now available to offset tax paid or incurred in prior years, with the balance available to offset against future tax liabilities. We expect to receive refund of taxes previously paid on non-qualifying income from previous years.

     Excluding this income tax benefit of $118.5 million, the income tax expense was $10.8 million for the third quarter of 2007. As of September 30, 2007, our forecasted income before income taxes for year 2007 was lower than the income before income taxes for year 2006. As a result, we applied a significantly higher ETR to income taxes for the nine months ended September 30, 2007 as compared to the ETR applied for the nine months ended September 30, 2006. This resulted in higher than expected income tax expense of $10.8 million recorded in the third quarter of 2007.

Accretion to redemption value of convertible redeemable preference shares

     In the third quarter of 2005, 30,000 convertible redeemable preference shares were issued. We accrete the carrying amounts of the convertible redeemable preference shares to their redemption values at maturity and record such accretion using the effective interest method over the remaining period until the maturity date on August 17, 2010. Such accretion adjusts net income (loss) available to ordinary shareholders. The accretion charges were $2.3 million and $2.4 million in the third quarters of 2006 and 2007, respectively.

17

NINE MONTHS ENDED SEPTEMBER 30, 2006 AND SEPTEMBER 30, 2007

Net revenue

     Net revenue decreased 6.7% from $1,075.4 million for the nine months ended September 30, 2006 to $1,002.9 million for the nine months ended September 30, 2007, due primarily to lower selling prices, partially offset by an increase in wafer shipments. Total wafer shipments increased 8.8% from 953,086 wafers (eight-inch equivalent) for the nine months ended September 30, 2006 to 1,036,567 wafers (eight-inch equivalent) for the nine months ended September 30, 2007. ASP decreased by 14.8% from $1,104 per wafer (eight-inch equivalent) to $941 per wafer (eight-inch equivalent) over the same period, due primarily to lower selling prices and to a lesser extent, a less favorable product mix.

     Revenue from our 0.13um and below process geometry technologies decreased by 5% for the nine months ended September 30, 2006 as compared to the nine months ended September 30, 2007. Such revenue represented 55% of our net revenue for the nine months ended September 30, 2006 as compared to 56% of our net revenue for the nine months ended September 30, 2007. In addition, 27% of our net revenue for the nine months ended September 30, 2006 was attributable to revenue from our 90nm technologies as compared to 15% of our net revenue for the nine months ended September 30, 2007, and the decrease was due primarily to lower 90nm shipments and selling prices. Revenue from our 65nm and below technologies represented 7% of our net revenue for the nine months ended September 30, 2007. There were no such shipments for the nine months ended September 30, 2006.

     For the nine months ended September 30, 2006, the consumer sector, which represented 40% of our net revenue, was our highest revenue contributor, followed by the communications sector and the computer sector which represented 31% and 26% of our net revenue, respectively. For the nine months ended September 30, 2007, the communications sector was our highest revenue contributor and represented 38% of our net revenue, while the computer and consumer sectors represented 32% and 27% of our net revenue, respectively. The increase in revenue from the communications sector was due primarily to significantly higher demand for mobile phone handsets and to a lesser extent, an increase in demand for wireless broadband access/wireless local area network devices, partially offset by a decrease in demand for local area network switches, routers, hubs and cards for the nine months ended September 30, 2007. For the same period, the increase in revenue from the computer sector was due primarily to higher demand for workstations, personal computers and motherboard devices, and to a lesser extent, an increase in demand for optical storage devices and personal computer peripherals, printers and monitors. The decrease in revenue from the consumer sector was due primarily to lower demand for video game devices.

     The Americas region was the highest contributor to the revenue for the nine months ended September 30, 2006, representing 76% of our net revenue. It continued to be the highest contributor to the revenue for the nine months ended September 30, 2007, representing 72% of our net revenue. In terms of absolute dollars, this is a 12% decrease from the net revenue for the nine months ended September 30, 2006, and it is due primarily to the decrease in demand for video game devices, and to a lesser extent, partially offset by an increase in demand for mobile phone handsets. Revenue contribution from the Asia-Pacific region increased from 12% of our net revenue for the nine months ended September 30, 2006 to 19% of our net revenue for the same period in 2007, due primarily to the increase in demand for television-related devices, and to a lesser extent, an increase in demand for optical storage devices and personal computer peripherals, printers and monitors. Revenue from the Europe region decreased by 25% for the nine months ended September 30, 2006 to the same period in 2007, due primarily to the decrease in demand for mobile phone handsets and MP3/MD/CD audio devices. The 53% decrease in revenue from the Japan region for the nine months ended September 30, 2006 to the nine months ended September 30, 2007 was due primarily to the decrease in demand for personal computer peripherals, printers and monitors.

Cost of revenue

     Cost of revenue remained essentially flat for the nine months ended September 30, 2006 and the nine months ended September 30, 2007. Depreciation continued to be a significant portion of our cost of revenue, comprising 41.7% and 39.2% of our cost of revenue for the nine months ended September 30, 2006 and the nine months ended September 30, 2007, respectively.

     The unit cost of a wafer 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 7.2% from $820 (eight-inch equivalent) for the nine months ended September 30, 2006 to $761 (eight-inch equivalent) for the nine months ended September 30, 2007, due primarily to higher production levels to achieve higher shipments during the same period.

     Included in cost of revenue for the nine months ended September 30, 2007 was a provision of $4.9 million for deferred expenses related to one of our customers, which was deemed to be non-recoverable. There was no such provision for the nine months ended September 30, 2006.

     In the third quarter of 2006, we changed the estimated salvage values in relation to certain eight-inch equipment and machinery to reflect higher expected salvage values than we had historically estimated. These equipment and machinery primarily support our advanced technologies. The change in the estimated salvage values is a change in accounting estimate that was applied prospectively from July 1, 2006. This change will result in lower depreciation over the remaining lives of the affected eight-inch

18

process equipment and machinery. The impact of this change was a reduction to our cost of revenue of $4.3 million and $9.6 million for the nine months ended September 30, 2006 and 2007, respectively.

     We record grant income as a reduction of the expenses that the grants are intended to reimburse. The impact of such grants recorded as a reduction to our cost of revenue was $8.5 million for the nine months ended September 30, 2007. Grant income of $0.1 million was recorded for the nine months ended September 30, 2006.

Gross profit

     Our gross profit decreased from $276.0 million, or 25.7% of our net revenue, for the nine months ended September 30, 2006 to $199.2 million, or 19.9% of our net revenue, for the nine months ended September 30, 2007. This is due primarily to lower selling prices and to a lesser extent, a less favorable product mix, partially offset by a decrease in cost per wafer shipped.

     Included in gross profit for the nine months ended September 30, 2007 was a provision of $4.9 million for deferred expenses related to one of our customers, which was deemed to be non-recoverable. There was no such provision for the nine months ended September 30, 2006.

     Our gross profit was also impacted by $0.1 million and $8.5 million of grant income for the nine months ended September 30, 2006 and September 30, 2007, respectively, which was recorded as a reduction to our cost of revenue. The change in the estimated salvage values in relation to certain eight-inch equipment and machinery which was applied prospectively from July 1, 2006 as mentioned above also improved our gross profit by $4.3 million and $9.6 million for the nine months ended September 30, 2006 and 2007, respectively.

Other revenue

     Other revenue was $15.6 million for the nine months ended September 30, 2006 compared to $16.9 million for the nine months ended September 30, 2007, and related to rental income and management fees.

Research and development expenses

     R&D expenses remained essentially flat at $114.7 million and $115.0 million for the nine months ended September 30, 2006 and 2007, respectively. The impact of grants recorded as a reduction to our R&D expenses was $7.5 million for the nine months ended September 30, 2007. There were no such grants for the nine months ended September 30, 2006. Excluding the grant for the nine months ended September 30, 2007, the increase in R&D expenses was due primarily to higher development activities related to the 45nm and below technology nodes.

Sales and marketing expenses

     Sales and marketing expenses increased by 6.5% from $39.7 million for the nine months ended September 30, 2006 to $42.2 million for the nine months ended September 30, 2007, due primarily to higher expenses related to EDA offerings and higher financial support for pre-contract customer design validation activities. Sales and marketing expenses as a percentage of revenue for the nine months ended September 30, 2006 and 2007 were at 3.7% and 4.2%, respectively.

General and administrative expenses

     G&A expenses decreased by 5.0% from $30.5 million for the nine months ended September 30, 2006 to $28.9 million for the nine months ended September 30, 2007, due primarily to relocation expenses related to one of our overseas office facilities for the nine months ended September 30, 2006. There was no such expense for the nine months ended September 30, 2007. G&A expenses as a percentage of revenue for the nine months ended September 30, 2006 and 2007, were 2.8% and 2.9%, respectively.

Other operating expenses, net

     Other operating expenses, net, decreased by 10.4% from $12.0 million for the nine months ended September 30, 2006 to $10.7 million for the nine months ended September 30, 2007. Included in other operating expenses, net, for the nine months ended September 30, 2006 is a $2.6 million gain from the disposal of fixed assets from Fab 1. Excluding this gain, the decrease in other operating expenses, net, is due primarily to lower losses resulting from foreign currency fluctuations for the nine months ended September 30, 2007.

Equity in income of associated companies, net

     Equity in income of SMP was $27.7 million for the nine months ended September 30, 2006 compared to $25.2 million for the nine months ended September 30, 2007, due primarily to lower revenues resulting from lower ASP per wafer, partially offset by lower cost per wafer resulting from lower depreciation and higher production volumes over which fixed costs are allocated. 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.

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For the nine months ended September 30, 2006, the equity in income of SMP was $27.7 million compared to our total income before income tax of $84.7 million. The equity in income of SMP was $25.2 million compared to our total income before income tax of $19.0 million for the nine months ended September 30, 2007.

     We have provided the following information on our total business base revenue, which includes our share of SMP revenue, for the nine months ended September 30, 2006 and September 30, 2007. 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 LSI Technology (Singapore) Pte Ltd (formerly known as Agere Systems Singapore Pte Ltd), 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 does not include our share of SMP:

	Nine months ended September 30,
	2006		2007
	(In millions)
Net revenue (U.S. GAAP)	$	1,075.4	$	1,002.9
Chartered’s share of SMP revenue	$	87.5	$	77.2
Net revenue including Chartered’s share of SMP	$	1,162.9	$	1,080.1

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

	Nine months ended September 30,
	2006				2007
	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)*		953.1		1,042.1		1,036.6		1,133.4
ASP per wafer	$	1,104	$	1,094	$	941	$	929

Note:
*	Eight-inch equivalent wafers

     We acquired a 26.7% equity interest in Gateway Silicon Inc (“GSI”) in the first quarter of 2007. We account for the investment in GSI under the equity method. The equity in the loss of GSI was $0.2 million for the nine months ended September 30, 2007.

Other income (loss), net

     Other income (loss), net, was a net loss of $2.0 million for the nine months ended September 30, 2006, related primarily to an other-than-temporary impairment loss of $2.7 million on securities classified as available for sale. There were no significant items in other income (loss), net for the nine months ended September 30, 2007.

Interest income

     Interest income decreased by 40.1% from $34.2 million for the nine months ended September 30, 2006 to $20.5 million for the nine months ended September 30, 2007, due primarily to lower average cash balances.

Interest expense and amortization of debt discount

     Interest expense and amortization of debt discount decreased by 34.8% from $70.0 million for the nine months ended September 30, 2006 to $45.6 million for the nine months ended September 30, 2007, due primarily to higher interest capitalization associated with higher capital expenditures related to our 65nm and below technologies.

Income tax expense (benefit)

     In arriving at the income tax expense for each quarter (other than the last quarter of a fiscal year), we apply an estimated annual effective tax rate (“ETR”) to the year to date income before income taxes to derive the year to date income tax expense. The

20

quarterly income tax expense (benefit) recorded is the difference between the year to date expense and amounts recorded in prior quarters. ETR is calculated as a percentage of the forecast income tax expense for the year over the forecast income before income taxes for the same period.

     The forecast income tax expense is computed based on a pool of taxable income such as (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. For the nine months ended September 30, 2006, we recorded income tax expense of $23.0 million on an income before income taxes of $84.7 million. For the nine months ended September 30, 2007, we recorded income tax benefit of $76.8 million on an income before income taxes of $19.0 million.

     The income tax benefit of $76.8 million for the nine months ended September 30, 2007 resulted primarily from the revocation of the pioneer status granted to Fab 3. Fab 3 was previously granted pioneer status for a 10-year period beginning July 1, 1999. During this period, income arising from activities covered under the pioneer status is exempt from Singapore income tax. Income arising from activities not covered under the pioneer status, or non-qualifying income, is taxed at the prevailing Singapore corporate tax rate. Since Fab 3 was previously granted pioneer status, it has accumulated a substantial amount of tax allowances relating to capital expenditure which it has been unable to fully utilize against income from activities covered under the pioneer status. Chartered applied to have the pioneer status revoked in order to be able to utilize Fab 3’s unabsorbed tax allowances against its non-qualifying income. The application was approved in September 2007 and we recorded an income tax benefit of $118.5 million. This income tax benefit of $118.5 million arose primarily from prior year allowances related to wear and tear of plant and machinery and losses of Fab 3 which are now available to offset tax paid or incurred in prior years, with the balance available to offset against future tax liabilities. We expect to receive refund of taxes previously paid on non-qualifying income earned from previous years.

     Excluding this income tax benefit of $118.5 million, the income tax expense was $41.7 million for the nine months ended September 30, 2007. As of September 30, 2007, our forecasted income before income taxes for year 2007 was lower than the income before income taxes for year 2006. As a result, we applied a significantly higher ETR to income taxes for the nine months ended September 30, 2007 as compared to the ETR applied for the nine months ended September 30, 2006. This resulted in higher than expected income tax expense of $41.7 million recorded for the nine months ended September 30, 2007.

Accretion to redemption value of convertible redeemable preference shares

     In the third quarter of 2005, 30,000 convertible redeemable preference shares were issued. We accrete the carrying amounts of the convertible redeemable preference shares to their redemption values at maturity and record such accretion using the effective interest method over the remaining period until the maturity date on August 17, 2010. Such accretion adjusts net income (loss) available to ordinary shareholders. Accretion charges were $7.1 million and $7.2 million for the nine months ended September 30, 2006 and 2007, respectively.

LIQUIDITY AND CAPITAL RESOURCES

Current and expected liquidity

     As of September 30, 2007, our principal sources of liquidity included $459.5 million in cash and cash equivalents and $1,039.5 million of unutilized banking facilities consisting of term loans and bank credit lines. We entered into a new banking facility of $50.0 million with Bank of America (“BOA”) in April 2007 for which the availability also commenced in April 2007. In addition, we renewed a banking facility of $150.0 million with Sumitomo Mitsui Banking Corporation (“SMBC”) in March 2007, the availability of which commenced in July 2007. In May 2007, we signed an agreement for a $610 million term loan facility from JPMorgan Chase Bank, guaranteed by the Export-Import Bank of the United States (“EXIM”). The loan is to support phase 2 of our build up of production capacity in Fab 7. This new credit facility is divided into two tranches and has an availability period of between three to five 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 capital expenditure schedule. The loan bears interest at LIBOR plus 0.0695%. Interest is payable semi-annually and each tranche is payable semi-annually over five years. Principal repayment of the first and second tranche will begin at the latest on July 15, 2010, and July 15, 2012, respectively.

     In May 2007, we drew down $150.5 million from the second tranche of the first $653.0 million EXIM Guaranteed Loan. Subsequent to this drawdown, the amount available for drawdown under this facility is $178.4 million. The BOA Term Loan of $50.0 million which was fully drawn down in 2005 was fully repaid in April 2007.

     In October 2007, we signed an agreement for a $300 million term loan facility from Japan Bank for International Cooperation (“JBIC”) and SMBC. The loan is to support phase 2 of our build-up of production facility in Fab 7. This new credit facility has an availability period of three years and may only be used to finance the purchase of Fab 7 equipment from Japanese vendors and is drawn down in accordance with the equipment purchases per the capital expenditure schedule. Fifty percent of the loan principal bears interest rate of 5.645%, while the balance fifty percent bears interest at LIBOR plus 0.15%. Interest is payable semi-annually and the loan principal is payable over a period of five years, also on a semi-annual basis, from January 15, 2011.

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     Working capital, which is calculated as the excess of current assets over current liabilities, was $570.7 million and $526.9 million as of December 31, 2006 and September 30, 2007, respectively. The decrease in working capital was due primarily to lower cash and cash equivalents. See discussion below on historic cash flows for more details.

     In March 2006, we entered into a call option transaction (“2006 Option”) with GS to replace the call option transaction that we had previously entered into with GS in August 2004 with an expiration date of April 2, 2006. Under the 2006 Option, GS could purchase up to 214.8 million of our ordinary shares at S$1.60 per share should we early terminate the 2006 Option in the first year and S$2.15 per share thereafter. Under the terms of the 2006 Option, if the option was exercised, we had the right either to issue new shares to GS or to settle the transaction in cash.

     On March 9, 2007, we modified the terms of the 2006 Option by simultaneously terminating the Singapore dollar-denominated option and entering into a US dollar-denominated option. The modification was based on the exchange rate of S$1.5268 per US$1.00 on March 9, 2007. Under the modified terms of the 2006 Option, GS is entitled to purchase up to 214.8 million of new ordinary shares at US$1.408 per share and we may terminate the transaction early, in whole or in part, if the closing price of our ordinary shares is equal to or higher than US$1.760 (equivalent to 125% of the US$1.408 strike price) on each of any 20 business days in any consecutive 30 business-day period. Should we exercise this right and opt for physical settlement, GS will be required to buy the number of new ordinary shares relating to the terminated portion of the 2006 Option at US$1.408 per share. We continue to have the right to cash settle the 2006 Option. 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, 2007 is approximately $700 million. This is based on our cash and cash equivalents of $460 million as of September 30, 2007, planned draw downs of our existing credit facilities of approximately $335 million, expected cash outflows for capital expenditures of approximately $163 million primarily for increasing 65nm and below capacity. We do not have any debt principal repayments due for the remaining period up to December 31, 2007. Achieving our target cash and cash equivalents balance also depends on our ability to generate operating cash flow in 2007 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, 2006.

     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 2007 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 expenditures to bring Fab 7 to its estimated total capacity of 45,000 300-mm wafers per month. See the “— Liquidity and Capital Resources — Historic investing cash flows and capital expenditures” section below for more details on our capital expenditures. 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. We believe the uncertainties that exist regarding our liquidity include, without limitation, the following:

• Ability to Increase Revenue and Margins — If our revenues and margins were to decline, our ability to generate net cash from operating activities in a sufficient amount to meet our cash needs could be adversely affected.

• Debt Ratings—Our ability to obtain external financing and the related cost of borrowing are affected by our debt ratings.

     The following table sets forth the summary of our cash flows for the periods presented:

	Nine Months ended
	September 30
	2006			2007
	(In thousands)
Net cash provided by operating activities	$	421,900		$	320,435
Net cash used in investing activities	$	(252,642	)	$	(585,391	)
Net cash (used in) provided by financing activities	$	(192,964	)	$	2,764

Historic operating cash flows

     Net cash provided by operating activities was $421.9 million and $320.4 million for the nine months ended September 30, 2006 and 2007, respectively. The $101.5 million decrease in cash flow from operating activities for the nine months ended September 30, 2007 as compared to the nine months ended September 30, 2006 was due primarily to higher payments for

22

operating expenses and the build up of inventories, lower collections from lower revenue and lower interest received, partially offset by lower interest payments.

Historic investing cash flows and capital expenditures

     Net cash used in investing activities was $252.6 million and $585.4 million for the nine months ended September 30, 2006 and 2007, respectively. The increase was due primarily to the increase in payments for property, plant and equipment from $375.3 million for the nine months ended September 30, 2006 to $587.3 million for the nine months ended September 30, 2007, primarily for our 65nm and below technologies. Investing activities for the nine months ended September 30, 2006 also included a refund of deposits placed with a vendor of $111.7 million. The refund of deposits placed with a vendor for the nine months ended September 30, 2007 was insignificant.

     We expect our capital expenditures for 2007 to be approximately $750 million, primarily for increasing 65nm and below capacity. As of December 31, 2006 and September 30, 2007, we have spent an accumulated total of $1,641.6 million and $2,059.4 million respectively, on the equipping of Fab 7. As of December 31, 2006 and September 30, 2007, we had commitments on contracts for capital expenditures of $525.2 million and $241.8 million, respectively.

     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. 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 Form 20-F for the year ended December 31, 2006.

Historic financing cash flows

     Net cash used in financing activities was $193.0 million for the nine months ended September 30, 2006 while net cash provided by financing activities was $2.8 million for the nine months ended September 30, 2007. This change is due primarily to lower debt repayment, partially offset by lower borrowings for the nine months ended September 30, 2007. Cash flows from financing activities for the nine months ended September 30, 2006 also included receipts of customer deposits of $45.2 million while such receipts comprised $0.2 million for the nine months ended September 30, 2007. We made refunds of customer deposits of $61.3 million for the nine months ended September 30, 2006 compared to $17.1 million for the nine months ended September 30, 2007.

     The restricted cash related to cash amounts reserved in a bank account and restricted for the purpose of semi-annual principal and interest repayments of the EXIM Guaranteed Loan. The increase in restricted cash for the nine months ended September 30, 2007 was lower than the increase for the nine months ended September 30, 2006, and this was due primarily to the initial placement of restricted cash for the nine months ended September 30, 2006 for the commencement of principal repayment of the EXIM Guaranteed Loan in early 2007.

INVESTMENT IN SMP

     Our investment in SMP as of December 31, 2006 and September 30, 2007 is shown below:

	As of
	December 31,			September 30,
	2006			2007
	(In thousands)
Cost	$	88,324		$	83,470
Share of retained post-formation gains		15,359			40,585
Share of accumulated other comprehensive loss		(1	)		—
Dividends received		(67,638	)		(92,324	)
	$	36,044		$	31,731

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

	As of
	December 31,		September 30,
	2006		2007
	(In thousands)
Amounts due from SMP	$	8,724	$	11,264
Amounts due to SMP	$	819	$	1,501

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     In October 2005, SMP reorganized its paid-up share capital and authorized a return of a portion to its shareholders in the form of cash, the Company’s entitlement being $20.4 million, in a capital reduction sanctioned by the High Court of Singapore. In 2005, the Company received $17.3 million arising from the return of capital approved in 2005. In October 2006, the board of directors of SMP approved a second capital reduction, which was subsequently approved by the High Court of Singapore and filed with the Accounting and Corporate Regulatory Authority of Singapore in November 2006. The Company’s entitlement arising from the second return of capital from SMP was $19.1 million. In 2006, the Company received an additional $16.9 million arising from both the first and the second return of capital from SMP. The Company did not receive any return of capital from SMP for the three months ended September 30, 2007. For the nine months ended September 30, 2007, the Company received $4.9 million arising from the second return of capital from SMP.

     Summarized unaudited financial information for SMP is shown below:

	As of
	December 31,			September 30,
	2006			2007
	(In thousands)
Current assets	$	72,063		$	69,674
Other non-current assets		55			634
Property, plant and equipment		21,972			19,046
Current liabilities		(40,616	)		(35,349	)
Other non-current liabilities		(19	)		(9	)
Shareholders’ equity	$	53,455		$	53,996

	Three months ended				Nine months ended
	September 30,				September 30,
	2006		2007		2006		2007
	(In thousands)
Net revenue	$	48,822	$	43,945	$	154,398	$	131,363
Gross profit		9,911		9,334		29,439		25,226
Net income		9,547		8,916		27,665		25,226

Item 3. Quantitative and Qualitative Disclosures About Market Risk

     Our exposure to financial market risks is derived primarily from the changes in interest rates and foreign exchange rates. To mitigate these risks, we utilize derivative financial instruments and natural hedging by maintaining foreign currency bank deposits, 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, 2006 and to subheading (k) “Derivative Instruments and Hedging Activities” on page F-14 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, 2006. Except for our exposure to equity price risk, which is disclosed below, there have been no material changes to our exposures to market risk as reported in these sections.

Equity Price Risk

     In March 2006, we entered into the 2006 Option with GS , under which GS may purchase up to 214.8 million of our ordinary shares at S$1.60 per share should we early terminate the 2006 Option in the first year and S$2.15 per share thereafter. If the option is exercised we have the right either to issue new shares to GS or to settle the transaction in cash. If the 2006 Option is not exercised or terminated earlier, it will expire on March 29, 2011. As of December 31, 2006, the 2006 Option was a derivative instrument that was dual indexed to our ordinary share price and currency exchange rates. As a result we were exposed to both price fluctuations of our ordinary shares as well as exchange rate movements of the U.S. dollar, which is our reporting and functional currency, against the Singapore dollar. In March 2007, we modified the terms of the 2006 Option by simultaneously terminating the Singapore dollar-denominated option and entering into a US dollar-denominated option. As of September 30, 2007, the US dollar-denominated option is not exposed to market risk, as it is accounted for as shareholders’ equity in the consolidated balance sheet.

Item 4. Controls and Procedures

Not applicable.

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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

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits

99.1	Letter Agreement between the Company and Citibank, N.A. dated September 26, 2007
	The parties entered into this Letter Agreement to supplement the Deposit Agreement dated November 4, 1999 by and among the Company, Citibank, N.A. and the holders and beneficial owners of American Depositary Shares evidenced by American Depositary Receipts issued thereunder. The purpose of the Letter Agreement is to enable the establishment by Citibank, N.A., as Depositary, of a direct registration system (the “DR System”) for ADSs and the issuance by the Depositary of “uncertified ADSs” as part of the DR System.
99.2(1)	Loan Agreement between the Company, and Japan Bank for International Cooperation and Sumitomo Mitsui Banking Corporation dated October 5, 2007.
	The Company signed an agreement for a $300 million term loan facility from Japan Bank for International Cooperation and Sumitomo Mitsui Banking Corporation to support the phase 2 of the Company’s build-up of production facility in the Company’s Fab 7 wafer fabrication facility.

⁽¹⁾  Certain portions of Exhibit 6.2 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.

25

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: November 7, 2007

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

26

EX-99.1

Exhibit 99.1

CITIBANK, N.A.
388 Greenwich Street
New York, New York 10013

September 26, 2007

George Thomas
CFO
Chartered Semiconductor Manufacturing Ltd.

60 Woodlands
Industrial Park D
Street 2
Singapore 738406

     Chartered Semiconductor Manufacturing Ltd. — Direct Registration System
     for ADSs representing Ordinary Shares

Ladies and Gentlemen:

     Reference is made to the Deposit Agreement, dated as of November 4, 1999 (the “Deposit Agreement”), by and among Chartered Semiconductor Manufacturing Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”), Citibank, N.A., as Depositary (the “Depositary”), and all Holders and Beneficial Owners of American Depositary Shares (“ADSs”) evidenced by American Depositary Receipts (“ADRs”) issued thereunder, each ADS representing ten (10) ordinary shares (the “Shares”) of the Company. Capitalized terms used herein without definition shall have the meaning assigned thereto in the Deposit Agreement.

     The purpose of this letter agreement is to supplement the Deposit Agreement to enable the establishment by the Depositary of a “direct registration system” (the “DR System”) for ADSs and the issuance by the Depositary of “uncertificated ADSs” as part of the DR System. In order to enable such issuance of “uncertificated ADSs”, the Company and the Depositary agree as follows:

     1. Notwithstanding any provision of the Deposit Agreement, the Depositary may, at any time and from time to time, issue ADSs that are not evidenced by ADRs (such ADSs, the “Uncertificated ADSs”, and the ADSs evidenced by ADRs, the “Certificated ADSs”). When issuing and maintaining Uncertificated ADS(s) under the Deposit Agreement (as supplemented by this letter agreement), the Depositary shall at all times be subject to (i) the standards applicable to registrars and transfer agents maintaining direct registration systems for equity securities in New York and issuing uncertificated securities under New York law, and (ii) the terms of New York law applicable to uncertificated equity securities;

     2. Uncertificated ADSs shall not be represented by any instrument(s) but shall be evidenced only by the registration of “uncertificated securities” on the books and records of the Depositary maintained for such purpose. Any reference to Holders of ADR(s) or ADS(s) in the Deposit Agreement shall, in the context of the Uncertificated ADSs, refer to the person(s) in whose name the Uncertificated ADSs are registered on the books of the Depositary maintained for such purpose;

     3. Holders of Uncertificated ADSs that are not subject to any registered pledges, liens, restrictions or adverse claims, of which the Depositary has written notice at such time, shall at all times have the right to exchange the Uncertificated ADSs (or any portion thereof) for Certificated ADSs of the same type and class, subject in each case to applicable laws and any rules the Depositary may establish in respect of the Uncertificated ADSs;

     4. Holders of Certificated ADSs shall, so long as the Depositary maintains the DR System for the ADSs, have the right to exchange the Certificated ADSs (or any portion thereof) for Uncertificated ADSs upon (i) the due surrender of the Certificated ADSs to the Depositary for such purpose, and (ii) the presentation of a written request to such effect to the Depositary, subject in each case to (a) all liens and restrictions noted on the ADR evidencing the Certificated ADS(s) and all adverse claims of which the Depositary then has written notice, (b) the terms of the Deposit Agreement (as supplemented by this letter agreement) and the rules that the Depositary may establish from time to time for such purposes thereunder; and (c) applicable law.

     5. Uncertificated ADSs shall in all respects be identical to Certificated ADSs of the same type and class, except that (i) no ADR(s) shall be, nor shall need to be, issued to evidence Uncertificated ADSs, (ii) Uncertificated ADSs shall, subject to the terms of the Deposit Agreement (as supplemented by this letter agreement), be transferable upon the same terms and conditions as uncertificated securities under New York law, (iii) each Holder’s ownership of Uncertificated ADSs shall be recorded on the books and records of the Depositary maintained for such purpose and evidence of such Holder’s ownership shall be reflected in periodic statements provided by the Depositary to each such Holder in accordance with applicable law, (iv) the Depositary may from time to time, upon notice to the Holders of Uncertificated ADSs affected thereby, establish rules and amend or supplement existing rules, as may be deemed reasonably necessary to maintain the DR System and for the issuance of Uncertificated ADSs on behalf of Holders, provided that such rules do not conflict with the terms of the Deposit Agreement (as supplemented by this letter agreement) and applicable law, (v) the Holder of Uncertificated

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ADSs shall not be entitled to any benefits under the Deposit Agreement (as supplemented by this letter agreement) and such Holder’s Uncertificated ADSs shall not be valid or enforceable for any purpose against the Depositary or the Company unless such Holder is registered on the books and records of the Depositary maintained for such purpose, (vi) the Depositary may, in connection with any deposit of Shares resulting in the issuance of Uncertificated ADSs and with any transfer, pledge, release and cancellation of Uncertificated ADSs, require the prior receipt of such documentation as the Depositary may reasonably request, and (vii) upon termination of the Deposit Agreement (as supplemented by this letter agreement), the Depositary shall not require Holders of Uncertificated ADSs to affirmatively instruct the Depositary before remitting proceeds from the sale of the Deposited Securities represented by such Holders’ Uncertificated ADSs under the terms of Section 6.2 of the Deposit Agreement;

     6. When issuing ADSs under the terms of the Deposit Agreement, including, without limitation, issuances pursuant to Sections 4.3 and 4.4 thereof, the Depositary may in its discretion determine to issue Uncertificated ADSs rather than Certificated ADSs, unless otherwise specifically instructed in writing by the applicable Holder to issue Certificated ADSs;

     7. Holders of Uncertificated ADSs may request the sale of ADSs through the Depositary, subject to the terms and conditions generally applicable to the sale of ADSs through the Depositary (which may be changed by the Depositary from time-to-time);

     8. All provisions and conditions of the Deposit Agreement shall apply to Uncertificated ADSs to the same extent as to Certificated ADSs, except as contemplated herein. The Depositary is authorized and directed to take any and all actions, and establish any and all procedures, deemed reasonably necessary to give effect to the terms hereof. Any references in the Deposit Agreement or any ADR(s) to the terms “American Depositary Share(s)” or “ADS(s)” shall, unless the context otherwise requires, include Certificated ADS(s) and Uncertificated ADS(s), individually or collectively, as the context may require;

     9. Except as set forth herein and except as required by applicable law, the Uncertificated ADSs shall be treated as ADSs issued and outstanding under the terms of the Deposit Agreement (as supplemented by this letter agreement). In the event that, in determining the rights and obligations of parties to the Deposit Agreement (as supplemented by this letter agreement) with respect to any Uncertificated ADSs, any conflict arises between (a) the terms of the Deposit Agreement and (b) the terms hereof, the terms and conditions set forth herein shall be controlling and shall govern the rights and obligations of the parties to the Deposit Agreement pertaining to the Uncertificated ADSs; and

     10. This letter agreement shall be interpreted under, and all the rights and obligations hereunder shall be governed by, the laws of the State of New York without regard to the principles of choice of law thereof.

     In addition, the Company and the Depositary agree that (i) the terms hereof supplement the Deposit Agreement, and do not prejudice any substantial existing rights of Holders of ADSs

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and, as a result, notice may but does not need to be given of the terms hereof to Holders of ADSs, and (ii) the Company and the Depositary shall make reference to the terms hereof in, or attach an executed copy hereof to, the next Registration Statement on Form F-6 filing made with the Securities and Exchange Commission in respect of the ADSs.

[Remainder of page intentionally left blank]

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CITIBANK, N.A., as Depositary
By:	/s/ Alan Jin
Name:	Alan Jin
Title: Date:	Vice President 09/26/2007

Acknowledged and Agreed:

Chartered Semiconductor Manufacturing Ltd.

By: /s/ George Thomas
Name: George Thomas
Title: CFO
Date: 3 October 2007

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EX-99.2

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

Exhibit 99.2

LOAN AGREEMENT

dated October 5, 2007

between

Chartered Semiconductor Manufacturing Ltd.
and

Japan Bank for International Cooperation and
the financial institutions listed on the signature page hereof

Table of Contents

Clause I	Definitions; Headings	2
Clause II	Amount of Facility; Use of Loan; Disbursement	21
Clause III	Repayment Provisions	24
Clause IV	Interest, Commitment Charge and Overdue Payment	27
Clause V	Payments and Currency	29
Clause VI	Taxes, Fees and Expenses	30
Clause VII	Representations and Warranties	32
Clause VIII	Consultation, Information and Notification; Project Implementation	36
Clause IX	Environment and Social Considerations	39
Clause X	Particular Covenants	40
Clause XI	Events of Default	44
Clause XII	Remedies	46
Clause XIII	Governing Law and Dispute Resolution	47
Clause XIV	Miscellaneous	49
Attachment 1	Project Description	54
Attachment 2	Approval Procedures	55
Attachment 3	Disbursement Procedure	60
Attachment 4	Notice of Final Amortization Schedule	67
Attachment 5	Amortization Schedule	69
Attachment 6	Tranche B Commitment	70
Attachment 7	Indebtedness	71
Attachment 8	Hedging Policies	72
Attachment 9	Form of Legal Opinion of Legal Counsel to the Borrower	73
Attachment 10-A	Form of Appointment of Borrower's Tokyo Process Agent
	Irrevocable Power of Attorney	78
Attachment 10-B	Form of Appointment of Borrower's New York Process Agent
	Irrevocable Power of Attorney	79
Attachment 10-C	Form of Consent of Borrower's Agent for Service of Process
	(Tokyo/New York) Process Agent	80

LOAN AGREEMENT

LOAN AGREEMENT dated 5 of October, 2007
BETWEEN

Chartered Semiconductor Manufacturing Ltd., registered in the commercial register of Singapore under 198703584K (hereinafter referred to as the “Borrower”),

AND

Japan Bank for International Cooperation (hereinafter referred to as “JBIC”) and the financial institutions listed on the signature page of this Loan Agreement as lenders (JBIC and such financial institutions being hereinafter collectively referred to as the “LENDERS”).

WITNESSETH

WHEREAS:

(A) The Borrower has requested JBIC to arrange for funds to be made available to the Borrower for the purpose of enabling the Borrower to fund the cost of Japanese Goods and/or Services which are required for the implementation and completion of the Project and which are to be purchased pursuant to the terms of the Contract; and

(B) JBIC, for the purpose of assisting the successful implementation and completion of the Project, has agreed, together with the banks and financial institutions listed on the signature page of this Loan Agreement, to provide a loan facility to the Borrower on the terms and conditions hereinafter set forth and be responsible for providing necessary arrangement for Facility. Fifty percent (50%) amount of Facility will be funded by JBIC and fifty percent (50%) amount of Facility will be funded by financial institutions listed on the signature page of this Loan Agreement.

NOW THEREFORE, the parties hereto agree as follows:

1

Clause I
Definitions; Headings

(1)	(Definitions)
	The following terms have, unless the context otherwise requires, the following meanings whenever used in this Loan Agreement and in the Recitals and Attachments hereto:

“Acceleration”:

has the meaning given to it in Clause XII;

“Accrual Date”:

in respect of the Loan, 1^st January 2008.

“Acquisition List”:

a list of the goods and services to be purchased by the Borrower pursuant to an Approved Contract and submitted by the Borrower together with the Application for Approval in respect of such Contract in the Approval Procedures , as amended, modified or supplemented from time to time with the prior written consent of JBIC.

“Agent”:

Sumitomo Mitsui Banking Corporation;

“Amortization Schedule”:

in respect of the Loan, the amortization schedule drawn up, or to be drawn up, by JBIC in accordance with the provisions of this Loan Agreement referred to in Sub-Clause (2) of Clause III;

“Annual Budget”:

an annual operating budget substantially in the form satisfactory to JBIC, as prepared by the Borrower, which shall include projected operating expenses, capital expenditures, financing costs and revenues for the fiscal year covered thereby and shall be accompanied by statements of an Authorized Officer of the Borrower certifying that such Annual Budget is a reasonable estimate for such fiscal year;

“Annual Schedule of Short-Term Debts”:

2

the annual report of the Short Term Debts substantially in the form satisfactory to JBIC (together with any evidence as JBIC may request), as prepared by the Borrower, which shall state the budget amount of the Short-Term Debts in a fiscal year and the actual amount of the Short-Term Debts in the previous fiscal year.

“Approval Procedures”:

procedures set forth in Attachment 2;

“Approved Amount”:

in respect of the Approved Contract, the maximum aggregate amount in U.S. Dollars approved by JBIC in accordance with the Approval Procedures;

“Approved Contract(s)”:

the Contract(s) approved by JBIC in accordance with the Approval Procedures as being eligible for the benefit of financing under this Loan Agreement;

“Authorized Officer”

the Chairman of the Board of Directors, the Chief Executive Officer, the Chief Financial Officer or the Financial Controller of the Borrower.

“Availability Period”:

in respect of this Loan Agreement, the period commencing on 1^st January 2008 and expiring on the earliest of (aa) the Expiry Date, (bb) the date on which the Facility is fully disbursed, (cc) the date on which the Facility is cancelled pursuant to the terms of this Loan Agreement, and (dd) such other date as the parties may specify in this Loan Agreement or otherwise agree;

“Borrower’s Country”:

the Republic of Singapore;

“Bribery”:

an act of any Person intentionally to offer, promise, or give any undue pecuniary or other advantage, whether directly or through intermediaries, to any Public Official, for such Public Official or for a third party, in order that such Public Official act or refrain from acting in relation to the performance of official duties (including, any use of such Public Official’s position, whether or not within such Public Official’s authorized competence) in order to obtain or retain business or other improper advantage in the conduct of international business;

3

“Business Day”:

a day on which banks and other financial institutions are open for foreign exchange business in Tokyo, London and New York;

“Cancellation”:

has the meaning given to it in Clause XII;

“Capital Expenditures”:

any payments that are made in connection with the rental, lease, purchase, construction or use of any property the value or cost of which, under GAAP, should be capitalized and categorized on the Borrower’s balance sheet as “property”, “plant” and “equipment”;

“Capital Stock”:

in respect of any Person, any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interest in (however designated) the common or preferred equity or equity or preference share capital of such Person, including, without limitation, partnership interests, and any securities convertible into or exchangeable for any thereof;

“Cash Balance”:

the cash or cash equivalent held by the Borrower from time to time plus the amount of unutilized portion of any commitment line, as certified at any time of determination by an Authorized Officer of the Borrower, provided however that the amount of unutilized portion of commitment lines may be included in the calculation of the Cash Balance only to the extent of three hundred million U.S. Dollars (US$ 300,000,000);

“CIRR”:

the Commercial Interest Reference Rate for U.S. Dollars which is defined under the OECD Arrangement and from time to time conclusively determined as the minimum interest rate which is to be applied by JBIC to Japanese officially supported U.S. Dollars denominated export credit;

“Construction Progress Report”:

a report from the Borrower substantially in the form satisfactory to JBIC, which shall compare actual construction to the Ramp and Capital Costs Budget and Ramp

4

Schedule, together with a narrative description in reasonable detail of the status of the Project and an estimate of the remaining project costs projected to be incurred after the date of such Construction Progress Report, as prepared by the Borrower;

“Contract”:

Sales and Purchase Contract to be made between the Borrower as buyer and a Japanese Exporter as seller for the purchase by the Borrower of Japanese Goods and/or Services necessary for the construction of the Phase II Facilities;

“Control”:

(a) the possession, directly or indirectly, of (i) more than fifty percent (50%) of the securities having ordinary voting power for the election of directors or other governing body of a corporation, or (ii) more than fifty percent (50%) of the partnership or other ownership interests of any other Person; or (b) 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, a Person. The terms “Controlled by,” “under common Control with,” and the term “Control” when used as a verb, shall have correlative meanings;

“Customer(s)”:

a purchaser of the Products, whether it has entered into the Manufacturing Agreement or not;

“Debt Service”:

for any period, the aggregate of all principal, interest, fees, expenses, prepayment premiums and all other amounts paid or payable by the Borrower under agreements pursuant to which the Borrower has incurred Indebtedness;

“Debt Service Coverage Ratio”:

as of any date of determination, on a consolidated basis, the ratio of (a) EBITDA for a period of the preceding two (2) consecutive fiscal quarters to (b) Debt Service scheduled to be paid during the next two (2) consecutive fiscal quarters; provided that, after the date on which fifty percent (50%) or more of the amount of the Facility have been repaid, any lump sum principal payment due and payable in a single installment at maturity in respect of any Indebtedness of the Borrower during such period may be excluded from the amount of the Debt Service (for avoidance of doubt, such lump sum principal payment may not be excluded from the amount

5

of the Debt Service until the date on which fifty percent (50%) or more of the amount of the Facility have been repaid).

“Debt Service Reserve Account” or “DSRA”:

a U.S. Dollars denominated account of the Borrower established with a bank acceptable to JBIC for the benefit of the LENDERS;

“Debt Service Reserve Requirement A”:

as of any date of determination and after giving effect to all payments of Debt Service as of such date (if any), an amount equal to the interest payable during the period from and including such date of determination to and including the next succeeding Payment Date in respect of the Loan;

“Debt Service Reserve Requirement B”:

as of any date of determination and after giving effect to all payments of Debt Service as of such date (if any), an amount equal to the aggregate Debt Service of the Borrower payable during the period from and including such date of determination to and including the next succeeding Repayment Date in respect of the Loan;

“Debt to Equity Ratio”:

on any date of computation, the ratio of Total Financial Debt to the Net Worth of the Borrower on a consolidated basis.

“Deed of Charge”:

has the meaning given to it in Sub-Clause (6)(e) of Clause II;

“Default”:

any event that, with the giving of notice, lapse of time, fulfillment of any condition or any combination thereof, would become an Event of Default.

“Development and Cost Sharing Agreement”:

has the meaning given to it in Clause II(6)(c);

6

“Disbursement”:

each disbursement of the Facility made in accordance with the provisions of this Loan Agreement or the principal amount of such disbursement from time to time outstanding, as the context may require;

“Disbursement Procedures”:

procedures set forth in Attachment 3;

“Discount Rate”:

in respect of each calculation of the Opportunity Cost, the relevant Commercial Interest Reference Rate for U.S. Dollars (determined by the OECD’s Arrangement on the Guidelines for Officially Supported Export Credits to be prevailing on the last Business Day of the Month immediately before the Month during which such calculation is made) applicable to loans denominated in U.S. Dollars of maturities equal to a period commencing on the date on which the relevant Opportunity Cost falls to be calculated under this Loan Agreement and ending on the respective dates that each installment of the principal amount of the Loan to which such calculation relates would have fallen due, but for the occurrence of the relevant event giving rise to the Opportunity Cost under this Loan Agreement;

“EBITDA”:

for any period, on a consolidated basis, the sum of (a) net income from operations determined in accordance with GAAP for such period, plus (b) net interest payments made during such period, plus (c) taxes paid during such period, plus (d) depreciation of capital assets and amortization of intangible assets and leasehold improvements for such period, plus (e) any non-cash expenses for such period;

“Effective Date of Loan Agreement”:

the signing date of this Loan Agreement;

“Environmental and Social Considerations”:

the considerations described in Sub-Clause (1)(a) of Clause IX;

“Environmental Guidelines”:

the Japan Bank For International Cooperation Guidelines For Confirmation of Environmental and Social Considerations, as the same may be amended or supplemented by JBIC from time to time;

7

“Environmental Laws”:

means any laws, regulations, judicial decisions, orders and governmental restrictions applicable to the Borrower, the legal entities under its control or their properties relating to the environment or to the generation, handling, use, storage, discharge or clean-up of petroleum products, chemicals, hazardous substances, pollutants or wastes;

“Event of Default”:

any of the events or circumstances specified in Clause XI;

“Expiry Date”:

October 15, 2010;

“Export Amount”:

in respect of any Approved Contract on the date of approval thereof, the equivalent in U.S. Dollars of the total amount payable by the Borrower in the Borrower’s Country to the Japanese Exporters in respect of all of the Japanese Goods and/or Services to be supplied thereunder;

“Facility”:

the loan facility described in Sub-Clause (1) of Clause II;

“Final Application Date”:

April 30, 2008;

“Final Disbursement Date”:

the last day of the Availability Period;

“Financing Documents”:

this Agreement, and the Deed of Charge;

“Floating Rate”:

with respect to an Interest Period, the rate per annum (on the basis of a 360-day year) shown on the Reuters Page LIBOR01 (or such other page as may replace such page on such screen for the purpose of displaying London interbank offered rates of major banks for deposits in U.S. Dollars) as the “British Bankers Association Interest Settlement Rate” in U.S. Dollars (LIBOR) for a period of six (6) months, or if no rate appears on such page on such Quotation Date, the average

8

(rounded upwards, if necessary, to the nearest one-sixteenth of one per cent (1/16%)) of the respective rates per annum at which deposits in U.S. Dollars are offered to at least three Reference Banks, as set out below, in the London interbank market, in each case, as of approximately 11:00 a.m., London time, on such Quotation Date for a period of six (6) months. “Reference Banks” shall mean four banks (which shall include the Agent) selected by the Agent in consultation with JBIC. In the event that such rate is not available at such time for any reason, then “Floating Rate” for such Interest Period shall be determined by the Agent, after consulting with JBIC and the Borrower;

“GAAP”:

generally accepted accounting principles in the United States, as in effect from time to time, consistently applied;

“Guarantee”:

in respect of any Person, any obligation, contingent or otherwise, of such Person directly or indirectly guaranteeing in any manner any Indebtedness or amounts raised under any other transaction (including, without limitation, any forward sale or purchase agreement) having the commercial effect of a borrowing her obligation of any other Person and, without limiting the generality of the foregoing, any obligation, direct or indirect, contingent or otherwise, of such Person (a) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation (whether arising by virtue of partnership arrangements, by agreement to keep well, to purchase assets, goods, securities or services, to take or pay, or to maintain financial statement conditions or otherwise), or (b) entered into for the purpose of assuring in any other manner the obligee of such Indebtedness or other obligation of the payment thereof or to protect such obligee against loss in respect thereof (in whole or in part); provided, however, that the term “Guarantee” shall not include (i) endorsements for collection or deposit in the ordinary course of business, or (ii) indemnity or hold harmless provisions included in contracts entered into in the ordinary course of business. “Guarantee” and “Guaranteed” when used as a verb shall have a correlative meaning;

“Hedging Policies”:

the hedging policies of the Borrower set forth in Attachment 8;

“Indebtedness”:

9

any obligation (whether incurred as principal or surety) for the payment or repayment of money, whether present or future, actual or contingent;

“Indebtedness for Borrowed Money”:

as to any Person, (a) all indebtedness (including principal, interest, fees and charges) for borrowed money; (b) all obligations issued, undertaken or assumed as the deferred purchase price of Property or services; (c) all outstanding reimbursement obligations with respect to surety bonds, performance bonds, letters of credit, bankers’ acceptances and similar instruments; (d) without duplication of clause (c) above, the currently available amount of all surety bonds, performance bonds, letters of credit or other similar instruments issued for the account of such Person; (e) all obligations evidenced by notes, bonds, debentures, commercial paper, bills of exchange or similar instruments, including obligations so evidenced incurred in connection with the acquisition of Property, assets or businesses; (f) all indebtedness created or arising under any conditional sale or other title retention agreement, or incurred as financing, in either case with respect to Property acquired by such Person (even though the rights and remedies of the seller or bank under such agreement in the event of default are limited to repossession or sale of such Property); (g) all capital lease obligations; (h) obligations pursuant to any agreement to purchase materials, supplies or other Property if such agreement provides that payment shall be made regardless of whether delivery of such materials, supplies or other Property is ever made or tendered; (i) obligations in respect of any commodity, interest rate or currency swap, cap or collar agreement or similar arrangement between such Person and a financial institution providing for the transfer or mitigation of commodity pricing, currency or interest risks either generally or under specific contingencies (but without regard to any notional principal amount relating thereto); (j) all liabilities secured by (or for which the holder of such indebtedness has an existing right, contingent, or otherwise, to be secured by) any Lien upon or in Property (including accounts and contract rights) owned by such Person, even though such Person has not assumed or become liable for the payment of such indebtedness; (k) all Guarantees of obligations in respect of indebtedness or obligations of others of the kinds referred to in clauses (a) through (j) of this definition; and (l) amounts raised under any other transaction (including, without limitation, any forward sale or purchase agreement) having the commercial effect of a borrowing;

“Insolvency Proceeding”:

10

(a) any case, action or proceeding before any court or other governmental authority under any applicable laws relating to bankruptcy, reorganization, insolvency, liquidation, receivership, dissolution, winding-up, relief of debtors, moratorium or composition or adjustment of debts or suspension of payments or the like; or (b) any general assignment for the benefit of creditors, composition, marshaling of assets for creditors or other similar arrangement in respect of a Person’s creditors generally or any substantial portion of a Person’s creditors;

“Interest Period”:

the period commencing from and including the day on which the first (1st) Disbursement is made under this Loan Agreement (in the case of the initial payment of interest and risk premium) or the immediately preceding Payment Date (in the case of each subsequent payment of interest and risk premium) and ending up to but excluding the subsequent Payment Date;

“Investment”:

for any Person, (a) the acquisition (whether for cash, property, services or securities or otherwise) or holding of Capital Stock, bonds, notes, debentures or other securities of or in any other Person, (b) the making of any deposit with, or advance, loan or other extension of credit to, any other Person or any Guarantee of, or other contingent obligation with respect to, any Indebtedness or other liability of any other Person and (without duplication) any amount committed to be advanced, lent or extended to any other Person, and (c) the acquisition of any similar property, right or interest of or in any other Person;

“Issuing Date”:

the date as specified as such in Sub-Clause (2) of Clause III.;

“Japanese Exporters”:

Dainippon Screen Mfg. Co. Ltd., Nikon Corporation, and Tokyo Electron Ltd.;

“Japanese Goods and/or Services”:

equipment, machinery, goods and/or services which are primarily of Japanese manufacture or origin including a certain amount of third countries’ manufacture or origin and which the Borrower has contracted to purchase pursuant to the terms of the Contract;

“LIBOR Business Day”:

11

a day on which dealings in deposits are carried on in the London interbank U.S. Dollar-currency market;

“Lien”:

any security interest, mortgage, pledge, assignment by way of security, charge, lease, easement, servitude, deposit arrangement, encumbrance, lien (statutory or other), preference, priority or other security agreement of any kind or nature whatsoever including, without limitation, (a) any conditional sale or other title retention agreement, any financing or similar statement or notice filed under any recording or notice statute, and any lease having substantially the same effect as any of the foregoing; and (b) any designation of loss payees or any similar arrangement under any contract for insurance;

“Loan”:

the aggregate principal amount disbursed to the Borrower under this Loan Agreement in respect of the Approved Contracts, and from time to time outstanding;

“Manufacturing Agreement”:

a master agreement between the Borrower and a Customer in respect of manufacture and sale of the Products;

“Material Adverse Change”:

any event, development or circumstance having a material and adverse effect on (a) the business, operations or financial condition of the Borrower, (b) the ability of the Borrower to perform its respective obligations or to enforce its material rights under the Loan and its related agreements to which it is a party, (c) the material rights and remedies of JBIC and/or the Tranche B Lenders under the Loan and its related agreements, or (d) the validity and enforceability of any material provision of the Loan and its related agreements to which the Borrower is a party;

“Month”:

means a period commencing on a specific day in any calendar month and ending on and including the day immediately preceding the numerically corresponding day in the next succeeding calendar month, provided that if there is no such numerically corresponding day in the next succeeding calendar month, such period shall expire on and including the last day of such next succeeding calendar month, and references to “Months” shall be construed accordingly;

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“Net Worth”:

determined in accordance with GAAP, (a) the amount of Capital Stock of the Borrower on a consolidated basis, plus (b) the amount of surplus and retained earnings of the Borrower (or, in the case of a surplus or retained earnings deficit) on a consolidated basis, minus the amount of such deficit;

“New York Process Agent”:

the Person appointed under the Loan Agreement to receive, on behalf of the Borrower, any and all documents relating to any proceedings in the New York State and/or Federal Courts sitting in New York City;

“Notice of Approval of Contract”:

Form 2 attached to Attachment 2 duly completed;

“OECD”:

the Organization for Economic Cooperation and Development;

“OECD Arrangement”:

the arrangement on Officially Supported Export Credits as published by the OECD;

“Opportunity Cost”:

means any or each of the Opportunity Cost caused by Acceleration, or the Opportunity Cost caused by Cancellation;

“Opportunity Cost caused by Acceleration”:

an amount equal to the amount by which (i) the principal amount of the Loan being declared forthwith due and payable, is less than (ii) the sum of:

(aa)	the principal amount of the Loan being declared forthwith due and payable; plus
(bb)	the amount of interest which would accrue, at the interest rate applicable to the Loan, on the principal amount of the Loan being declared forthwith due and payable on the basis that such principal amount of the Loan would have been repaid in accordance with the scheduled Repayment Dates as set out in the Amortization Schedule,

discounted at the Discount Rate to the date of actual Acceleration from each respective Payment Date on which each installment of the principal amount of the Loan would fall due, but for the Acceleration. If the amount of (i) is greater than

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the sum of (ii), no Opportunity Cost caused by Acceleration shall be payable in respect of the principal amount of Tranche A being declared forthwith due and payable hereunder;

“Opportunity Cost caused by Cancellation”:

an amount equal to the amount by which (i) the principal amount of the Loan which is subject to the Cancellation, is less than (ii) the sum of:

(aa)

the principal amount of the Loan which is subject to the Cancellation; plus

(bb)

the amount of interest which would accrue, at the interest rate applicable to the Loan, on the principal amount of the Loan which is subject to the Cancellation on the basis that such principal amount of the Loan which is subject to the Cancellation would have been fully disbursed on the last day of the Availability Period and such principal amount of the Loan would have been repaid in accordance with the scheduled Repayment Dates as set out in the Amortization Schedule,

discounted at the Discount Rate to the date of actual Cancellation from each respective Payment Date on which each installment of the principal amount of Tranche A would fall due, but for the Cancellation. If the amount of (i) is greater than the sum of (ii), no Opportunity Cost caused by Cancellation shall be payable in respect of such Cancellation;

“Other Facility Agreements”:

the US EXIM Loan, and other facility agreements between the Borrower and the other lenders which are necessary for financing the costs for the Project in the aggregate principal amount not exceeding one billion one hundred million U.S. Dollars (US$ 1,100,000,000) (or the equivalent in other currencies);

“Other JBIC Agreement”:

any agreement other than this Loan Agreement involving the borrowing of money or the extension of credit or any guarantee or indemnity between the Borrower on the one part, and either JBIC alone or JBIC acting together with one or more banks or financial institutions, on the other part. For the avoidance of doubt, this includes such contracts initially entered into with the Borrower by The Export-Import Bank of Japan or the Overseas Economic Cooperation Fund, alone or together with one or more banks or financial institutions, prior to their merger into JBIC;

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“Overdue Amount A”:

as defined in sub-clause 4(a) of Clause IV;

“Overdue Amount B”:

as defined in sub-clause 4(b) of Clause IV;

“Overdue Interest”:

interest payable pursuant to Sub-Clause (4) of Clause IV;

“Overdue Period A”:

as defined in sub-clause 4(a) of Clause IV;

“Overdue Period B”:

as defined in sub-clause 4(b) of Clause IV;

“Parent”:

Temasek Holdings (Private) Limited (company registration number 197401143C);

“Payment Date”:

each of January 15 and July 15 in each year, provided that, if any Payment Date would otherwise fall on a day which is not a Business Day, such Payment Date shall be the immediately succeeding Business Day;

“Permitted Indebtedness”:

(a) prior to the date on which fifty percent (50%) or more of the amount of the Facility have been repaid:

(i)	Indebtedness incurred by the Borrower under the Financing Documents;
(ii)	Indebtedness for Borrowed Money set forth in Attachment 7, together with any refinancing of the Indebtedness described in Part II of Attachment 7 in an amount up to the aggregate original principal amount of such Indebtedness for Borrowed Money;
(iii)	Indebtedness of the Borrower consisting of trade payables in respect of Capital Expenditures incurred in the ordinary course of business due and payable not later than three hundred sixty (360) days from the incurrence thereof;

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(iv)	unsecured working capital Indebtedness of the Borrower having a maturity of not greater than three hundred sixty-four (364) days from the date incurred;
(v)	Indebtedness of the Borrower consisting of trade payables incurred in the ordinary course of business due and payable not later than three hundred sixty days form the incurrence thereof and not exceeding US$200,000,000 (or Singapore Dollar Equivalent thereof) at any one time outstanding;
(vi)	Indebtedness incurred by the Borrower in connection with any hedging arrangements entered into from time to time in accordance with the Hedging Policies;
(vii)	Indebtedness incurred by the Borrower up to US$100,000,000 (or the Singapore Dollar Equivalent thereof) in aggregate under leases required to be capitalized in accordance with the GAAP;
(viii)	Indebtedness incurred by the Borrower under the Other Facility Agreements;

(b) After the date on which fifty percent (50%) or more of the amount of the Facility have been repaid, any Indebtedness for Borrowed Money of the Borrower; provided that, after giving effect thereto, no Default or Event of Default shall have occurred and be continuing;

“Permitted Investment”:

(a)	any deposits made with any commercial bank whose long-term unsecured senior debt is rated at least “A” (or the equivalent) by Standard & Poor’s Ratings Services and at least “A2” (or the equivalent) by Moody’s Investors Service;
(b)	Investments as of the date hereof in Chartered Silicon Partners Pte Ltd and future Investments in Chartered Silicon Partners Pte Ltd to the extent necessary to allow Chartered Silicon Partners Pte Ltd to pay its current obligations;
(c)	Investments in Subsidiaries or in other Persons engaged, in either case, in businesses reasonably related to the core business of the Borrower; provided that, at any time prior to the date on which fifty percent (50%) or more of the Facility Amount have been repaid, Investments permitted under this paragraph (c) shall not exceed US$200,000,000 at any one time outstanding; and
(d)	any other Investments disclosed to and approved by JBIC.

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“Permitted Liens”:

(a) Liens arising solely by operation of law and not by way of contract that are discharged within ninety (90) days from the date such Liens arise; (b) Liens imposed by law for taxes that are not yet due or are being contested in good faith by appropriate proceedings promptly instituted and diligently conducted; provided that adequate reserves therefore have been established in accordance with GAAP; (c) Liens in respect of capitalized lease obligations permitted under Permitted Indebtedness; provided that any such Lien shall encumber only the leased asset; (d) Liens in respect of purchase-money Indebtedness entered into by the Borrower; provided that any such Lien shall encumber only the asset acquired with the proceeds of such Indebtedness; (e) Liens consisting of operating leases or subleases to other Persons of properties or assets owned or leased by the Borrower or a Subsidiary of the Borrower; provided that any such Lien shall secure solely the Indebtedness for Borrowed Money incurred for the purpose of financing the purchase of such properties or assets; (f) Liens solely on any cash earnest money deposits made by the Borrower or any Subsidiary in connection with any letter of intent or purchase agreement permitted hereunder; (g) Liens created pursuant to the Deed of Charge; and (h) any other Liens disclosed to and approved by JBIC.

“Person”:

an individual, corporation, partnership, joint venture, trust, unincorporated organization, government, sovereign state or any agency, authority or political subdivision thereof, international organization, agency or authority (in each case, whether or not having separate legal personality) or any two or more of the foregoing;

“Phase II Facilities”:

the facilities constructed in connection with the Project;

“Products”:

integrated circuit devices incorporating the Customer’s designs, and including silicon wafer manufactured by the Borrower;

“Public Official”:

any of (i) any Person holding a legislative, administrative, or judicial office of any country (including, but not limited to, the Borrower’s Country), whether appointed or elected, (ii) any Person exercising a public function for any country (including,

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but not limited to, the Borrower’s Country), including for a public agency or public enterprise, and (iii) any official or agent of a public international organization;

“Project”:

the Phase II Project as defined in Attachment 1;

“Project Documents”:

all agreements, licenses, concessions, notices and documents relating to the Project;

“Property”:

any right or interest in or to property of any kind whatsoever, including revenues, whether real, personal or mixed and whether tangible or intangible, and regardless of whether owned or in existence at the date of this Agreement or thereafter acquired or created;

“Quotation Date”:

(i) with respect to any Interest Period or relevant due date, the day which is two (2) LIBOR Business Days prior to the commencement of such Interest Period; and (ii) with respect to any Overdue Period A or Overdue Period B, the day which is two (2) LIBOR Business Days prior to (aa) the day on which the Overdue Amount A or Overdue Amount B becomes due and payable (for the period from and including such due date up to and excluding the immediately succeeding Payment Date (in the case where such period includes the date of actual receipt of the payment by JBIC (in case of the Overdue Amount A) or the Agent (in the case of the Overdue Amount B), up to and excluding such date)), and (bb) each succeeding Payment Date (for the subsequent period from and including such Payment Date up to and excluding the immediately succeeding Payment Date (in the case where such period includes the date of actual receipt of the payment by JBIC (in case of the Overdue Amount A) or the Agent (in the case of the Overdue Amount B), up to and excluding such date));

“Ramp and Capital Costs Budget”:

the budget for the construction and funding of the Project prepared by the Borrower;

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“Ramp Schedule”:

the schedule for the construction of the Phase II Facilities prepared by the Borrower, which shall set forth, among other things, the proposed ramp production timetable and a schedule for achieving certain wafer production capacity thresholds;

“Repayment Date”:

each Payment Date occurring during the period from and including January 15, 2011 until and including July 15, 2015, provided that, if such period ends on a day which is not a Business Day, such period shall be extended to the immediately succeeding Business Day;

“Risk Premium”:

the risk premium for the Tranche A required to charge pursuant to the OECD Arrangement;

“Short Term Debts”:

Indebtedness of the Borrower described in paragraphs (iii), (iv) and (v) of the definition of the Permitted Indebtedness;

“Subsidiaries”:

for any Person, any other Person (whether now existing or hereafter organized) Controlled by such first Person or one or more subsidiaries of such first Person or any combination thereof;

“Starting Point of Credit”:

the date of the expected commissioning, July 18, 2010

“Tax”:

any tax, levy, impost, duty, charge, fee, deduction or withholding of any nature (including, without limitation, stamp tax and similar charge) which is at the date of execution of this Loan Agreement or thereafter imposed, levied, collected, withheld or assessed (i) in the Borrower’s Country or by any taxing authority thereof or therein or (ii) by any taxing authority (other than a taxing authority in or of Japan) purporting to exercise jurisdiction over the Borrower or (iii) in any state or country (other than Japan) from or through which the Borrower makes any payment under this Loan Agreement or otherwise performs this Loan Agreement;

“Tokyo Process Agent”:

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the Person appointed under the Loan Agreement to receive, on behalf of the Borrower, any and all documents relating to any proceedings in the Tokyo District Courts;

“Total Financial Debt”:

for any period, on a consolidated basis, the aggregate principal amount of outstanding Indebtedness for Borrowed Money;

“Tranche A”:

as defined in Paragraph (a) of Sub-Clause (1) of Clause II, as the same may be reduced from time to time in accordance with the terms hereof;

“Tranche A Loan”:

as defined in Paragraph (a) of Sub-Clause (1) of Clause II, as the same may be reduced from time to time in accordance with the terms hereof;

“Tranche B”:

as defined in Paragraph (b) of Sub-Clause (1) of Clause II, as the same may be reduced from time to time in accordance with the terms hereof;

“Tranche B Commitment”:

with respect to each Tranche B Lender, the amount set forth opposite its name in Attachment 6;

“Tranche B Lender”:

the banks and financial institutions listed in Attachment 6 of this Loan Agreement as Tranche B Lenders;

“Tranche B Loan”:

as defined in paragraph (b) of Sub-Clause II(1), as the same may be reduced from time to time in accordance with the terms hereof;

“U.S. Dollars” or “US$”:

the lawful currency of the United States of America from time to time; and

“US EXIM”:

EXPORT-IMPORT BANK OF THE UNITED STATES;

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“US EXIM Loan”:

EX-IM BANK FACILITY AGREEMENT dated May 16, 2007 among the Borrower, US EXIM, and JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, relating to the Chartered Semiconductor Fab 7 Phase II Project (Ex-Im Bank Transaction No. AP082872XX — Singapore) in the amount of US$609,733,033;

“Yen” or “¥”:

the lawful currency of Japan from time to time;

(2) (Attachments) The Attachments to this Loan Agreement shall form an integral part hereof.

(3) (Headings) Clause and Sub-Clause headings and the Table of Contents in this Loan Agreement are inserted for ease of reference only and shall have no effect on the interpretation of any of the provisions hereof or thereof.

(4) (References) In this Loan Agreement, references to:

(a)	this Loan Agreement or any other agreement or document are to this Loan Agreement or, as the case may be, such other agreement or document as the same may be amended, varied, novated or supplemented from time to time;
(b)	Clauses and Sub-Clauses are to Clauses and Sub-Clauses of this Loan Agreement; and
(c)	any Person includes that Person’s successors and permitted assigns.

(5) (Singular and Plural) Where the context so requires, words importing the singular number shall include the plural and vice versa.

(6) (Accruals) Unless otherwise provided, any interest, risk premium, fee, commission or other amount payable in respect of any period shall accrue from (and including) the first (1st) day of that period up to (but excluding) the last day of that period.

Clause II
Amount of Facility; Use of Loan; Disbursement

(1) (Facility) The LENDERS hereby agree to make available to the Borrower, on and subject to the terms and conditions of this Loan Agreement, a loan facility in U.S.

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Dollars in an aggregate amount up to but not exceeding three hundred million U.S. Dollars ($300,000,000) (the “Facility”) in the following proportions;

(a)

JBIC agrees to make available to the Borrower, on the terms and conditions set forth in this Loan Agreement, a loan facility in U.S. Dollars in an aggregate amount not exceeding the one hundred fifty million U.S. Dollars ($150,000,000), which represents fifty per cent (50%) of the Facility. Such loan facility is herein referred to as “Tranche A” and the aggregate principal amount disbursed to the Borrower under Tranche A from time to time outstanding hereunder is referred to as the “Tranche A Loan”.

(b)

The Tranche B Lender agrees to make available to the Borrower, on the terms and conditions set forth in this Loan Agreement, a loan facility in U.S. Dollars in an aggregate amount not exceeding the amount equivalent to one hundred fifty million U.S. Dollars ($150,000,000), which represents fifty per cent (50%) of the Facility, provided that the aggregate principal amount that each Tranche B Lender is required to lend hereunder shall not exceed the amount of its Tranche B Commitment. Such loan facility is herein referred to as “Tranche B” and the aggregate principal amount disbursed to the Borrower under Tranche B from time to time outstanding hereunder is referred to as the “Tranche B Loan”.

(2) (Use of Loan) The entire proceeds of the Loan shall be applied by the Borrower for the sole purpose of financing up to eighty five per cent (85%) of the cost of Japanese Goods and/or Services payable pursuant to the Approved Contract.

(3) (Approval of Contracts)

(a)	(Application) In order to render the Contract eligible for the Facility, the Borrower shall first apply for JBIC’s approval of the Contract in accordance with the Approval Procedures.
(b)	(Final Application Date) No application for approval as aforesaid shall be made after the Final Application Date, unless otherwise agreed in writing by JBIC.

(4) (Disbursement Procedures) The method of disbursement in respect of this Loan Agreement shall be as set forth in Attachment 3.

(5) (Disbursement of Facility)

(a) (Disbursement) Once the conditions referred to in Sub-Clause (6) of Clause II hereof have been fulfilled and the Contract has been approved by JBIC in

22

accordance with the provisions set forth in Sub-Clause (3) of Clause II and the Approval Procedures, JBIC shall notify the Borrower of the date of fulfillment of the conditions precedent, and, subject to Sub-Clause (7) of Clause II, the LENDERS shall disburse the Facility in accordance with the Disbursement Procedures set forth in Attachment 3. The Disbursement shall be made by each of JBIC and the Tranche B Lender from each of Tranche A and Tranche B in proportion to the amount of each Facility.

(b) (Final Disbursement Date) No Disbursement shall be made by the LENDERS to the Borrower hereunder after the Final Disbursement Date unless otherwise agreed by the LENDERS.

(6) (Conditions to First Disbursement) The obligation of the LENDERS to permit a Disbursement on the Initial Disbursement Date shall be subject to the fulfillment of the conditions precedent set forth below in form and satisfactory to JBIC:

(a)	(Corporate Documents) JBIC shall have received the following documents
	(i) a documentary evidence of the authority of each person who (aa) has signed this Loan Agreement on behalf of the Borrower and (bb) will sign the statements, reports, certificates and other documents required under this Loan Agreement or will otherwise act as a representative of the Borrower in relation to the implementation, administration or performance of this Loan Agreement;
	(ii) certified copies of the constitutive documents of the Borrower in accordance with the Singaporean Law;
(b)	(Establishment of Debt Service Reserve Account) The Borrower shall have established the Debt Service Reserve Account;
(c)	(Execution of Development and Cost Sharing Agreement) The Borrower shall have executed Process 32nm Development and Cost Sharing Agreement (the “Development and Cost Sharing Agreement”) with IBM;
(d)	(Ramp Schedule / Ramp and Capital Costs Budget) The LENDERS shall have received a copy of the Ramp Schedule and the initial Ramp and Capital Costs Budget in form and substance satisfactory to JBIC;
(e)	(Account Pledge) The Borrower shall have duly executed account pledge agreements with JBIC to grant a pledge on the DSRA in favor of the LENDERS to secure the Borrower’s obligations under this Loan Agreement in form and substance satisfactory to JBIC (the “Deed of Charge”) and registered the Deed of Charge with the Singapore Accounting and Corporate Regulatory Authority;

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(f)	(Contracts) The Borrower shall have executed the Contracts in form and substance satisfactory to JBIC;
(g)	(Process Agent) JBIC shall have received the agreement of the Tokyo Process Agent and the New York Process Agent;
(h)	(Cash Balance) The Borrower shall have issued a certificate signed by an Authorized Officer of the Borrower in a manner satisfactory to JBIC (together with any other evidence as JBIC may request) stating that the aggregate amount of the Cash Balance of the Borrower equals or exceeds US$ 650,000,000. as of December 31, 2007;
(i)	(Legal Opinion) JBIC shall have received such legal opinions from the Borrower as JBIC may reasonably request as set forth in Attachment 9, or in the form satisfactory to JBIC

     The Borrower shall use its best efforts to deliver or procure that there is satisfied to JBIC all of the above conditions in the shortest possible time from the date of execution of this Loan Agreement.

(7) (Conditions to Each Disbursement) Save as contemplated in the applicable Disbursement Procedures, the obligation of the LENDERS to make each and every Disbursement shall at all times be subject to the conditions that, as of the date of such Disbursement:

(a)	no Default has occurred and is continuing or would result from the making of such Disbursement; and
(b)	all the representations and warranties made or given by the Borrower in this Loan Agreement are true and accurate in all material aspects.
(c)	There shall have occurred no Material Adverse Change.

Clause III
Repayment Provisions

(1) (Repayment of Loan) The Borrower shall repay the Loan to the LENDERS in the installments and on the dates specified in the Amortization Schedule set forth in Attachment 5.

(2) (Amortization Schedule)

(a) In the event that on the day immediately following the Final Disbursement Date, the total aggregate amount actually disbursed to the Borrower hereunder is less than the aggregate maximum principal amount of the

24

Facility, the undisbursed balance thereof shall be deducted pro rata from each of the installments shown in the Amortization Schedule (provided that the installments for Tranche A and Tranche B other than the last installment shall be rounded up to the nearest unit of one thousand U.S. Dollars (US$1,000.00-), the aggregate amount of the resulting increases to such installments being deducted from the last installment in respect of each of Tranche A and Tranche B), unless such undisbursed amount under Tranche A and Tranche B is less than the last installment in respect of each of Tranche A and Tranche B in which case the whole amount thereof shall be deducted from such last installment in respect of each of Tranche A and Tranche B.

(b) Promptly after the Final Disbursement Date or, if any amendment shall be made pursuant to Paragraph (a) above, promptly after such amendment, JBIC shall prepare and deliver to the Borrower a notice substantially in the form of Form 1 of Attachment 4 together with the final Amortization Schedule substantially in the form of Form 2 of Attachment 4 setting forth the amount of each installment to be repaid by the Borrower on each Repayment Date (the date of such notice being hereinafter referred to as the “Issuing Date”). Such Amortization Schedule shall be conclusive in the absence of manifest error.

(3) (Voluntary Prepayment)

(a)	Except as expressly provided otherwise in this Loan Agreement, the Borrower may not prepay all or any part of the Loan.
(b)	Without prejudice to the foregoing, but only after the Final Disbursement Date and upon receipt, not less than ninety (90) days prior to a Payment Date, of a written request by the Borrower for the prepayment of all or any part of the Loan, the Borrower may prepay the Loan or any part thereof subject to the provisions in this Sub-Clause III(3).
(c)	The Borrower may prepay in advance of maturity all or any part of the Loan only on a Payment Date, together with all interest and Risk Premium accrued thereon up to and including the day immediately preceding the date of such prepayment and any other amounts then payable under this Loan Agreement in respect of each of Tranche A and Tranche B.
(d)	The Borrower shall pay to JBIC a prepayment premium of one half of one per cent (0.5%) of the principal amount of Tranche A to be prepaid, which premium shall be paid simultaneously with the corresponding prepayment of Tranche A.

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(e)	Each voluntary payment of principal under this Sub-Clause (3) of Clause III shall be applied pro rata in prepayment of the Tranche A Loan and Tranche B Loan in accordance with the Amortization Schedule in inverse chronological order.
(f)	Any request for prepayment made by the Borrower under the Loan Agreement shall be irrevocable and, the Borrower shall be bound to prepay in accordance therewith and if the Borrower fails to do so on the due date, interest shall accrue on the overdue amount of principal, interest and all other amounts payable under this Sub-Clause (3) of Clause III in accordance with Sub-Clause (4) of Clause IV.
(g)	Amounts prepaid pursuant to this Sub-Clause (3) of Clause III shall not be reborrowed.

(4) (Mandatory Prepayment)

(a)	If the Approved Contract is terminated or cancelled, the Borrower shall prepay to the LENDERS the entire amount of the relevant Loan together with accrued interest and Risk Premium thereon up to the date of such prepayment.
(b)	The Borrower shall prepay to the LENDERS the entire amount of the relevant Loan together with accrued interest and Risk Premium thereon up to the date of such prepayment, if on any one day during the period from July 15, 2009 to July 15, 2010, the aggregate amount of the Cash Balance of the Borrower shall be not more than US$ 600,000,000. The Borrower shall, not later than July 31, 2010, issue a certificate signed by an Authorized Officer of the Borrower in a manner satisfactory to JBIC (together with any other evidence as JBIC may request) certifying the aggregate amount of the Cash Balance of the Borrower on any of such day during such period.
(c)	If the Borrower is obliged to make prepayment under the US EXIM Loan the Borrower shall notify JBIC of the same, and shall, on the same day as the prepayment of the US EXIM Loan, prepay to the LENDERS the entire amount of the relevant Loan together with accrued interest and Risk Premium thereon up to the date of such prepayment.
(d)	Upon the occurrence of any failure by Parent to maintain Control of the Borrower, or any failure by Parent to hold not less than thirty percent (30%) ownership interest in the Borrower’s Capital Stock, the Borrower shall, immediately upon such occurrence, prepay to the LENDERS the entire

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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

amount of the relevant Loan together with accrued interest and Risk Premium thereon up to the date of such prepayment.

Clause IV
Interest, Commitment Charge and Overdue Payment

(1) (Interest Rate)

(a)	The Borrower shall pay interest at the CIRR of XXXXX per annum plus Risk Premium of XXXXX per annum on the principal amount of the Tranche A Loan in accordance with the provisions hereof.
(b)	The Borrower shall pay interest at the Floating Rate plus zero point one five percent (0.15%) per annum on the principal amount of the Tranche B Loan in accordance with the provisions hereof. The Agent shall determine the interest rate applicable to the Tranche B Loan for each Interest Period hereunder on each Quotation Date and shall give prompt notice to the Borrower of the interest rate so determined.
(c)	Such interest provided for in Paragraphs (a) and (b) of Sub-Clause (1) of this Clause IV shall be paid in arrears on each Payment Date for each Interest Period.

(2) (Commitment Charge)

(a)

The Borrower shall pay to the LENDERS a commitment charge at the rate of XXXXX per annum on the daily unutilized portion of Tranche A and Tranche B.

(b)

Such commitment charge shall accrue from and including the Accrual Date up to and including the Final Disbursement Date. The commitment charge shall be payable in arrears on each Payment Date for the period from and including the Accrual Date (in case of the initial payment of the commitment charge) or the immediately preceding Payment Date (in case of each subsequent payment of the commitment charge) up to and including the day immediately preceding the subsequent Payment Date or the Issuing Date, as the case may be.

(3) (Adjustment of Payment Date) Notwithstanding anything contained in this Loan Agreement to the contrary, the due date for each payment of interest or commitment charge which falls due during the period from the day on which the first Disbursement is made (in the case of payment of interest) or the Accrual Date (in case of payment of

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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

commitment charge) to the Final Disbursement Date shall be the date falling on the numerically corresponding day in the next succeeding calendar month (provided that if there is no such numerically corresponding day in the next succeeding calendar month, the date for payment shall be the last day of such next succeeding calendar month) after the Payment Date on which such payment of interest or commitment charge would have been otherwise due and payable but for this provision and but for any Business Day adjustment under the Loan Agreement.

(4) (Overdue Payment)

(a)	In case the Borrower fails to pay any principal and/or interest and/or risk premium due and payable in respect of Tranche A (such overdue amount hereinafter referred to as the “Overdue Amount A”) under this Loan Agreement on the due date thereof, the Borrower shall pay to JBIC interest (“Overdue Interest”) on demand, to the fullest extent permitted by applicable law, on such Overdue Amount A for each day at the CIRR of XXXXX per annum plus Risk Premium of XXXXX per annum plus two percent (2.0%) per annum from and including the due date thereof up to and excluding the date of actual receipt by JBIC hereof (hereinafter referred to as the “Overdue Period A”).
(b)	In case the Borrower fails to pay any principal and/or any interest due and payable in respect of Tranche B (such overdue amount hereinafter referred to as the “Overdue Amount B”) under this Loan Agreement on the due date thereof, the Borrower shall pay to the Agent on demand for and on behalf of the Tranche B Lenders interest, to the fullest extent permitted by applicable law, on such Overdue Amount B at the Floating Rate for such day for Tranche B plus zero point one five percent (0.15%) plus two percent (2.0%) per annum for the period from and including the due date thereof up to excluding the actual payment date (hereinafter referred to as the “Overdue Period B”).
(c)	JBIC and the Agent shall advise the Borrower (and, in respect of any Overdue Amount B, the Tranche B Lenders) of amount payable and the interest rates used to calculate amount payable on any Overdue Amount A and/or Overdue Amount B.
(d)	Interest on any Overdue Amount A or Overdue Amount B shall accrue after as well as before judgment and in accordance with Sub-Clause (4) of this Clause IV. Interest at the rate stipulated in Sub-Clause (1) of this Clause IV shall not accrue on any Overdue Amount A or Overdue Amount B during the Overdue Period A or Overdue Period B, as the case may be.

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(e) Payment of interest by the Borrower in accordance with Sub-Clause (4) of this Clause IV shall not prejudice the right of the LENDERS to exercise any other of their rights or claims hereunder, at law or otherwise to remedy any such failure to pay any amount on the due date for payment hereunder, and in particular their rights under Clauses XI and XII of this Loan Agreement.

(5) (Basis of Calculation) Interest and risk premium and the commitment charge on Tranche A Loan and Tranche B Loan shall accrue on a day to day basis and be computed on the basis of a year of three hundred and sixty (360) days and the actual number of days elapsed (to be calculated to the nearest one-hundredth (1/100) of one U.S. Dollars (US$0.01) with any fractional amount being discharged and ignored).

Clause V
Payments and Currency

(1) (Place and Time of Payment) All payments to be made by the Borrower to the LENDERS hereunder shall be paid in U.S. Dollars in immediately available funds to the Agent at the account designated by the Agent, or such other account of the LENDERS in Tokyo as JBIC may from time to time designate in writing, not later than 11:00 a.m., Tokyo time, on the due date for payment thereof. Any such payment made on such due date but after such time shall be deemed to have been made on the immediately succeeding Business Day and interest and risk premium pursuant to Sub-Clause (4) of Clause IV above shall accrue and be payable upon any payment so made. The Borrower, through its remittance bank, shall advise the Agent of such Payment not later than 11:00 a.m., Tokyo time on such due date.

(2) (Payments to be made on a Business Day) If any payment to be made by the Borrower under this Loan Agreement falls due on any day which is not a Business Day, such payment shall be made on the immediately succeeding Business Day.

(3) (Payments to be Free of Claims) All payments to be made by the Borrower under this Loan Agreement shall be made free and clear of any set-off or counterclaim.

(4) (Payment in Denominated Currency) The obligation of the Borrower under this Loan Agreement to make payment in U.S. Dollars shall not be discharged or satisfied by any amount, tender or recovery (whether pursuant to any judgment or otherwise) expressed, paid or made in or converted into any currency other than U.S. Dollars except

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to the extent to which such amount, tender or recovery so expressed, paid, made or converted shall result (when converted to the currency in which the obligation is denominated in accordance with the LENDERS’ usual foreign exchange practices) in the effective receipt by the LENDERS of U.S. Dollars and the Borrower shall, as a primary obligation enforceable as an alternative or additional cause of action for the purpose of recovery in U.S. Dollars, indemnify each of the LENDERS against the amount (if any) by which such effective receipt shall fall short of the full amount of U.S. Dollars payable under this Loan Agreement, and such indemnity shall not be affected by any judgment obtained for any other sum due under this Loan Agreement.

(5) (Insufficient Payment) If the amount of any payment made by the Borrower under this Loan Agreement is less than the total amount due and payable in respect of such payment, then the Borrower shall be deemed to have waived any right which it may have to make any appropriation thereof and JBIC (on behalf of the LENDERS) shall apply and appropriate the payment so made in or towards the satisfaction of any or all of the amounts which are due or overdue for payment on such day in the following order (or in such other order as JBIC may agree with the Borrower from time to time to be appropriate in the circumstances): (i) costs and expenses (and amounts under indemnities in respect of costs and expenses) due under this Loan Agreement (to the extent JBIC has been notified that such amounts are due) pursuant to Clause VI hereof or otherwise under this Loan Agreement; (ii) commitment charge due; (iii) interest on overdue amounts pursuant to Sub-Clause (4) of Clause IV, if any; (iv) interest and risk premium due on the Loan; (v) the principal amount of the Loan then due and repayable and (vi) any amount due and not otherwise provided for in this Sub-Clause (5) of Clause V, provided that if any payment is insufficient to pay any such category in full, the Agent shall apply the payment received pro rata in proportion to the amounts owing under Tranche A and Tranche B and, with respect to amounts applied to each of Tranche A and Tranche B, in the chronological order in which such sums in such category fell due and otherwise in the order decided by JBIC in its sole discretion.

Clause VI
Taxes, Fees and Expenses

(1) (Tax Gross-up) If the Borrower is required to make a payment to any Person under this Loan Agreement subject to the deduction or withholding of Tax in the Borrower’s Country in relation with the obligation of the Borrower, the sum payable by the Borrower in respect of which such deduction or withholding is required to be made shall

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be increased to the extent necessary to ensure that, after the making of the required deduction or withholding, such Person receives and retains (free from any liability in respect of any such deduction or withholding) a net sum equal to the sum which it would have received and so retained had no such deduction or withholding been made or required to be made.

(2) (Tax Indemnity) Without prejudice to the provisions of Sub-Clause (1) of this Clause VI, if any Person (or any agent on its behalf) is required to make any payment on account of Tax or otherwise on or in relation to any sum received or receivable under this Loan Agreement by such Person (or agent on its behalf) (other than any tax imposed on such Person based on its net income) or any liability in respect of any such payment is asserted, imposed, levied or assessed against such Person (or agent on its behalf), the Borrower shall, upon demand of JBIC, promptly indemnify such Person against such payment or liability, together with any interest, penalties and expenses payable or incurred in the Borrower’s Country in relation with the obligation of the Borrower in connection therewith.

(3) (Indemnification for Stamp Duties and Banking Charges) The Borrower shall, to the extent permissible by law, pay or cause to be paid and shall indemnify the LENDERS against:

(a)	all court taxes, stamp, registration or filing duties or other fees, expenses or taxes and any penalties or interest risk premium with respect thereto in relation with the obligation of the Borrower which may be imposed by the law in connection with the execution, delivery, registration or enforcement (including, without limitation, the admissibility in evidence) of this Loan Agreement or obtaining or enforcing any judgment or award given in respect thereof;
(b)	all banking charges or fees, if any, incurred in relation with the obligation of the Borrower in connection with the Disbursements and the payment, repayment or prepayment of principal, interest, risk premium, commitment charges or any other amounts due to the LENDERS under this Loan Agreement;
(c)	the costs and expenses in the Borrower’s Country in relation with the obligation of the Borrower related to the obtaining and delivery of the opinions, documents and evidence referred to in Sub-Clause (6) of Clause II;
(d)	any other taxes, costs, expenses or fees in the Borrower’s Country in relation with the obligation of the Borrower specified in this Loan Agreement.

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(4) (Expenses) Administrative cost and expenses, cost and expenses for expert incurred to the Borrower and the LENDERS in service of preparation, negotiation, execution and implementation of this Loan Agreement will, to the extent permissible by law, be born by Borrower.

Clause VII
Representations and Warranties

(1) (Status of Borrower) The Borrower is a corporation duly incorporated and validly existing under the laws of the Borrower’s Country and has full power and authority to own its assets and carry on its business as being conducted at the date of execution of this Loan Agreement and is a legal entity with separate legal personality capable of being sued in its own name.

(2) (Authorization) The Borrower has full power and authority to enter into this Loan Agreement, to exercise its rights hereunder and to perform and observe its obligations hereunder. All action and procedures necessary to approve the transactions contemplated by this Loan Agreement and to authorize the Borrower to execute this Loan Agreement and to perform its obligations hereunder have been duly taken.

(3) (Government Consents and Actions) All acts, conditions and things, which are necessary or advisable to be done, fulfilled or performed in connection with (i) the execution, delivery or performance of this Loan Agreement, or any agreement and instrument required hereunder or thereunder, (ii) the legality, validity and enforceability of this Loan Agreement or any agreement or instrument required hereunder or thereunder or (iii) the admissibility in evidence in the courts of the Borrower’s Country of this Loan Agreement, and any agreement or instrument required hereunder or thereunder have been duly done, fulfilled and/or performed and are in full force and effect.

(4) (Proper Legal Form) This Loan Agreement is in proper legal form under the laws of the Borrower’s Country for enforcement in the courts of the Borrower’s Country.

(5) (Registration Requirements) Save for the registration of the Deed of Charge with the Accounting and Corporate Regulatory Authority in Singapore (“ACRA”) within 30 days (where such document is executed in Singapore) or within 37 days (where such document is executed outside Singapore) of its execution by the parties thereto, it is not necessary to file, register or otherwise record the Loan Agreement and Deed of Charge in

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any court, public office or elsewhere in the Borrower’s Country or to pay any stamp, registration or similar tax on or in relation to the Loan Agreement and Deed of Charge to ensure the validity, legality, effectiveness, enforceability or admissibility in evidence thereof.

(6) (Binding Effect) This Loan Agreement has been duly executed and delivered by the duly authorized representative of the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with its terms.

(7) (No Contravention) The execution, delivery and performance of this Loan Agreement and all instruments or agreements required hereunder or thereunder do not and will not contravene, violate or constitute a default under:

(a)	any provision of the charter, by-laws, statutes or other constitutive documents or the capital stock of the Borrower;
(b)	any provision of any agreement or other instrument to which the Borrower is a party or by which the Borrower or any of its assets is or may be bound;
(c)	any treaty, law or regulation applicable to the Borrower; or
(d)	any judgment, injunction, order or decree binding upon the Borrower or any of its assets,

nor would the same result in the creation or imposition of any Encumbrance on any present or future assets or revenues of the Borrower.

(8) (No Default) No event has occurred and is continuing or would result from the making of any Disbursement which constitutes or which, upon the lapse of time, the giving of notice, the making of any determination or any combination of any of the foregoing would become an Event of Default or a breach of any obligation of the Borrower under any agreement to which the Borrower is a party or by which the Borrower or any of its assets is or may be bound.

(9) (Litigation) There are no legal, administrative or other actions, claims or other proceedings current, pending or threatened against the Borrower or the Project which if decided adversely would materially and adversely affect the financial condition or business of the Borrower or the operations or completion of the Project or could materially and adversely affect the Borrower’s ability to perform its obligations under this Loan Agreement or could question the legality, validity or binding effect of any provision of this Loan Agreement.

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(10) (Commercial Activity) The Borrower is subject to civil and commercial law with respect to its obligation under this Loan Agreement. The execution and delivery of this Loan Agreement constitutes, and the Borrowers’ performance of and compliance with its obligations under this Loan Agreement will constitute, private and commercial acts rather than public or governmental acts.

(11) (Information) All information which has been given by the Borrower or the representatives or agents thereof to the LENDERS or the representatives, agents or legal counsel thereof in connection with this Loan Agreement was when given, and is on the date of execution of this Loan Agreement and on each date upon which this representation is (or is deemed to be) repeated, true and accurate in all material respects and the Borrower has not failed to provide the LENDERS with any information the omission of which would make any information provided to the LENDERS materially misleading.

(12) (Taxes) Under the laws of the Borrower’s Country, there is no Tax imposed or payable (whether by withholding or otherwise) on or by virtue of the execution and delivery of this Loan Agreement or any document or instrument to be executed and delivered hereunder or thereunder, the performance, enforcement or admissibility in evidence hereof or thereof, or on any payment required to be made hereunder or thereunder except that withholding tax is payable in respect of payments of interest on the principal amount of the Tranche B Loans and on any payment due as fees to the Tranche B Lenders.

(13) (Proceedings to Enforce Agreement) In any proceedings in the Borrower’s Country to enforce the Loan Agreement, the choice of Japanese law as the governing law of the Loan Agreement will be recognized and such law will be applied. The irrevocable submission of the Borrower to the non-exclusive jurisdiction of the Tokyo District Court and the courts of the State of New York and the courts of the United States of America in New York and the appointments by the Borrower of the Tokyo Process Agent, and the New York Process Agent are legal, valid, binding and enforceable.

(14) (Immunity) The waiver of immunity by the Borrower is legal, valid, binding and enforceable and neither the Borrower nor any of its assets has any right of immunity from suit, execution, attachment prior to judgment, attachment in aid of execution, or any other legal process with respect to its obligations under this Loan Agreement in any jurisdiction, including, without limitation, the Borrower’s Country.

(15) (Environmental Review) In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws in the Borrower’s

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Country on the business, operations and properties of the Borrower and the legal entities under its control related to the Project, in the course of which it identifies and evaluates liabilities and costs related thereto (including, without limitation, with respect to any clean-up or closure of properties, compliance with applicable operating constraints, disposal of wastes and possible liabilities to employees and other third parties). On the basis of this review, the Borrower has reasonably concluded that such liabilities and costs are unlikely to have a material adverse effect on the business, financial condition, results of operations or prospects of the Borrower and the legal entities under its control, considered as a whole.

(16) (Intellectual Property) The Borrower owns, has a license to use or otherwise has rights to use, free and clear of all Liens (other than the Permitted Liens), all patents, patent applications, trademarks, permits, service marks, names, trade secrets, proprietary information and knowledge, technology, computer programs, databases, copyrights, licenses, franchises and formulas and other intellectual property rights that are material to, and as of the date that this representation and warranty is given necessary for, the design, procurement, construction, installation, operation, maintenance, development and ownership of the Phase II Facilities. To the best of the Borrower’s knowledge, none of the design, procurement, construction, installation, operation, maintenance, development or ownership of the Phase II Facilities infringes, violates, misappropriates or otherwise conflicts with the intellectual property rights of any third party in any material respect.

(17) (No Undisclosed Liabilities) The Borrower has no Indebtedness other than (i) those incurred under or permitted by this Loan Agreement, and (ii) the Indebtedness set forth in the disclosure documents submitted to the LENDERS. The Borrower does not know of any reasonable basis for the assertion against the Borrower of any material liability or material obligation of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether or not due) that is not fully reflected in the Indebtedness set forth in the disclosure documents and the obligations incurred under or permitted by this Loan Agreement.

(18) (Pari Passu) The obligations and liabilities of the Borrower under this Loan Agreement are unconditional and general obligations of the Borrower and rank at least pari passu with all other present or future unsecured and unsubordinated Indebtedness (both actual and contingent) of the Borrower.

     The representations and warranties of the Borrower made in this Loan Agreement shall be continuing representations and warranties, shall survive the execution of this Loan

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Agreement and shall be deemed to be repeated by the Borrower on the date of each Disbursement and on each Payment Date by reference to the facts then existing.

Clause VIII
Consultation, Information and Notification; Project Implementation

     The Borrower covenants and agrees that as from the date of this Loan Agreement and so long as any amount payable hereunder remains outstanding:

(1) (Consultation and Visit) The Borrower shall, from time to time, at the request of JBIC and/or the Agent, consult with JBIC and the Agent with respect to the implementation and administration of this Loan Agreement. The Borrower shall afford all reasonable opportunity for representatives of JBIC and/or the Agent to visit any part of its premises (and/or territory as the case may be) for purposes related to this Loan Agreement.

(2) (Information)

(a)

The Borrower shall furnish JBIC and the Agent (for the Tranche B Lenders) with copies of the annual reports and audited financial statements of the Borrower on the consolidated basis promptly after they are prepared, and in any event not later than one hundred twenty (180) days after the close of each of the Borrower’s financial years. Such financial statements shall be prepared in accordance with GAAP.

(b)

The Borrower shall submit to JBIC and the Agent (for the Tranche B Lenders) the interim Annual Budget for each fiscal year, as soon as it is available, but in any event not later than forty-five (45) days after the commencement of such fiscal year, and the approved Annual Budget for each fiscal year not later than ninety (90) days after the commencement thereof. In the event the Borrower in any fiscal year makes expenditures that exceed one hundred ten percent (110%) of the aggregate amount set forth in the Annual Budget for such fiscal year, the Borrower shall promptly (and in any event within ninety (90) days after the end of such fiscal year) provide JBIC and the Agent (for the Tranche B Lenders) with a variance report identifying (on a line item basis) such expenditures in excess of budget and providing a reasonably detailed narrative description of the causes of such excesses and the steps, if any, the Borrower proposes to take in connection therewith.

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(c)	Within thirty (30) days after the end of each fiscal quarter, the Borrower shall deliver to JBIC and the Agent (for the Tranche B Lenders) a Construction Progress Report for such quarter, certified as true and correct by an Authorized Officer of the Borrower.
(d)	Within thirty (30) days after the end of each fiscal year, the Borrower shall deliver to JBIC and the Agent (for the Tranche B Lenders) the Ramp Schedule and Ramp and Capital Costs Budget for the next succeeding year, certified as true and correct by an Authorized Officer of the Borrower.
(e)	The Borrower shall, not later than ninety (90) days after the close of each half fiscal year, furnish JBIC and the Agent (for the Tranche B Lenders) with the semi-annual reports in respect of the sales under the Manufacturing Agreement in the form and substance satisfactory to the LENDERS, which shall describe the aggregate amount of sales to the Customer to which the Borrower has the Manufacturing Agreement during such half fiscal year, together with number of the Customers which purchased the Products from the Borrower during such half fiscal year and the names of top 10 Customers.
(f)	The Borrower shall furnish JBIC and the Agent (for the Tranche B Lenders) with such other information available (financial or otherwise) as JBIC and/or the Agent may reasonably request from time to time in relation to the implementation and administration of this Loan Agreement and the Project. The Borrower shall make its best effort to make such information available.
(g)	The Borrower shall submit to JBIC and the Agent (for the Tranche B Lenders) the Annual Schedule of Short-Term Debts for each fiscal year, as soon as it is available, but in any event no later than thirty (30) days after the commencement of such fiscal year. In the event the aggregate budget amount of the Short-Term Debts in such fiscal year exceeds three hundred million U.S. Dollars (US$300mil) or one hundred fifty percent (150%) of the aggregate actual amount of the Short-Term Debts in the previous fiscal year, or in the event that the aggregate actual amount of the Short-Term Debts in the previous fiscal year exceeds one hundred fifty percent (150%) of the aggregate budget amount of the Short-Term Debts in the previous fiscal year, the Borrower shall promptly provide JBIC and the Agent (for the Tranche B Lenders) with a variance report providing a reasonably detailed narrative description of the causes of such excesses and the steps to repay them.

(3) (Notifications)

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(a)	The Borrower shall promptly inform JBIC and the Agent (for the Tranche B Lenders) of (i) the imposition of any laws, decrees or regulations which have a material adverse effect on the business, operation or financial condition of the Borrower or the Project and (ii) the occurrence of any event or circumstance which would prevent the implementation completion or operation of the Project.
(b)	The Borrower shall promptly inform JBIC and the Agent (for the Tranche B Lenders) of any material amendment to the constitutive documents of the Borrower, any substantial change in the business activities of the Borrower or the occurrence of any other matter which has a material adverse effect on the business, operation or financial condition of the Borrower or would terminate the existence of the Borrower.
(c)	The Borrower shall notify JBIC and the Agent (for the Tranche B Lenders) promptly after it becomes aware of the occurrence of any Event of Default or of any event or circumstance which, upon the lapse of time, the giving of notice, the making of a determination or any combination of any of the foregoing, would become an Event of Default, or any event which would prevent the performance by the Borrower of its obligations under this Loan Agreement.

(4) (Project Implementation)

(a)	The Borrower shall implement, complete and operate the Project with due diligence and efficiency without unnecessary delay, and in conformity with sound administrative, engineering and financial practices, and the Borrower shall not, without the prior written consent of JBIC on behalf of the LENDERS (in consultation with the Tranche B Lenders), make any substantial alteration to the scope or nature of the Project.
(b)	The Borrower shall duly perform in all material respects its obligations under the Project Documents to which it is a party, and take all steps that it believes appropriate in the circumstances to enforce its rights and remedies and to ensure that each other party thereto complies with its material obligations under the Project Documents to which such other party is a party.
(c)	The Borrower shall maintain in full force and effect, and shall comply in all material respects with the terms of, all authorizations, approvals, consents, licenses and permissions required or desirable to enable it lawfully to enter into and perform its obligations in respect of the Project.

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(d) The Borrower shall exercise its rights, discretions and remedies contained in or arising under the Project Documents in a manner which is reasonably believed to be in the best interests of the Borrower and the LENDERS so as to further and enhance the ability of the Borrower to perform its obligations under this Loan Agreement.

(5) (Alteration of Approved Contract) The Borrower shall not make any alteration or amendment to the Approved Contract or the Acquisition List without the prior written consent of JBIC.

Clause IX
Environment and Social Considerations

(1) (Environmental and Social Considerations)

(a)	The Borrower shall report to JBIC and the Agent (for the Tranche B Lenders) on measures and monitoring related to environmental and social considerations (hereinafter referred to as the “Environmental and Social Considerations”) undertaken by the Borrower in connection with the Project in accordance with instructions from JBIC. If, due to unforeseen circumstances, there is a possibility that relevant local environmental laws and standards may not be observed, the Borrower shall promptly report this to JBIC and the Agent (for the Tranche B Lenders).
(b)	If any problems regarding the Environmental and Social Considerations arise, the Borrower shall procure that discussions are held between the Borrower and stakeholders of the Project (including local residents and local non-governmental organizations affected by the Project).
(c)	When the government of Borrower’s Country (including local governments) has an important role in relation to the implementation of the Environmental and Social Considerations to be undertaken by the Borrower, the Borrower shall endeavor to enter into agreements (including arrangements or other similar forms of agreement satisfactory to JBIC) with the government of the Borrower’s Country (including local governments).

(2) (Effect of Breach of Environmental and Social Considerations)

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(a)

If the Borrower is, in the judgment of JBIC, in breach of the terms or conditions required to be observed by the Borrower under this Agreement in accordance with the Japan Bank for International Cooperation Guidelines for confirmation of Environmental and Social Considerations then, after consultation between JBIC and the Borrower, JBIC may, by the notice in writing to the Borrower, suspend any Disbursement or declare the Loan then outstanding together with accrued interest and risk premium thereon up to the date of such prepayment to be prepaid immediately.

(b)

The Borrower shall pay a prepayment premium for the amount of principal to be prepaid under Sub-Clause (2)(a) of this Clause IX, which premium shall be paid to the LENDERS in accordance with Sub-Clause (4) of Clause III, simultaneously with such prepayment.

Clause X
Particular Covenants

     The Borrower covenants and agrees that as from the date hereof and so long as any amount payable hereunder remains outstanding:

(1) (Financial Covenants)

(a)	The Borrower shall ensure that the Debt to Equity Ratio in respect of any period shall not be greater than 1.8:1;
(b)	If, on any Payment Date, based upon the latest audited financial statement of the Borrower, the Debt Service Coverage Ratio is less than 1.5, then, the Borrower shall fund the Debt Service Reserve Account in the amount necessary to satisfy the Debt Service Reserve Requirement A, and shall maintain such amount until any Payment Date on which the Debt Service Coverage Ratio is not less than 1.5, based upon the latest audited financial statement of the Borrower
(c)	If, on any Payment Date, based upon the latest audited financial statement of the Borrower, the Debt Service Coverage Ratio is less than 1.3, then, the Borrower shall fund the Debt Service Reserve Account in the amount necessary to satisfy the Debt Service Reserve Requirement B, and shall maintain such amount until any Payment Date on which the Debt Service

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Coverage Ratio is not less than 1.3, based upon the latest audited financial statement of the Borrower.

(2) (Debt Service Reserve Requirement) The Borrower shall maintain the Debt Service Reserve Account, and shall fund the Debt Service Reserve Account in the amount of the Debt Service Reserve Requirement A or the Debt Service Reserve Requirement B, as the case may be, in accordance with Clause X(1)(b) and (c) above. The Borrower undertakes not to afford to any of the other lenders or allow there to exist in favor of any of the other lenders terms more favorable than those set out herein in respect of requirement of the reserves equivalent to the Debt Service Reserve Requirement under the Other Facility Agreement without extending such favorable terms to the LENDERS.

(3) (Calculation of Ratio) The Borrower shall calculate the ratio referred to in Clause X(1) not later than 30 days before each Payment Date by reference to the latest audited financial statements, and shall promptly inform JBIC and the Agent (for the Tranche B Lenders) the outcome of such calculation.

(4) (No Lien) The Borrower shall not, and shall not agree to, and shall not permit any of its Subsidiaries to, or to agree to, directly or indirectly, create, incur, assume, suffer to exist or otherwise permit at any time any Lien now or hereafter upon or with respect to any of its Property or its Subsidiaries’ Property other than Permitted Liens.

(5) (Pari Passu) The Borrower shall ensure that the obligations and liabilities of the Borrower under this Loan Agreement shall rank at least pari passu with all other unsecured and unsubordinated Indebtedness of the Borrower.

(6) (Disposal of Assets) The Borrower shall not, or shall cause all of its Subsidiaries not to, without the prior written consent of JBIC on behalf of the LENDERS (in consultation with the Tranche B Lenders), sell or otherwise dispose of, whether by a single transaction or a series of transactions, related or not, assets or properties (other than sales or disposals in the ordinary course of business and for full consideration) which in aggregate in the reasonable opinion of JBIC and the Agent is material in relation to the business carried on by the Borrower and its Subsidiaries or to the total assets or properties owned by the Borrower and its Subsidiaries or necessary for the successful completion or operation of the Project.

(7) (No Merger; Dissolution) The Borrower shall not, and shall not agree, directly or indirectly, to (i) enter into any transaction of merger or consolidation, (ii) wind up,

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liquidate, or dissolve itself, or file any petition or pass a resolution seeking the same, (iii) commence any voluntary insolvency proceeding, or (iv) acquire property or assets outside of the ordinary course of its business.

(8) (No Dividend) The Borrower shall not reduce its capital or make any payments (directly or indirectly, by offset or otherwise) to any of its shareholders, or authorize or make any other distribution, payment or delivery of property or cash to any such person, or redeem, retire, purchase or otherwise acquire, directly or indirectly, for consideration, any shares of any class of its capital stock now or hereafter outstanding (or any options or warrants issued by the Borrower with respect to its capital stock) or set aside any funds for any of the foregoing purposes (each of the foregoing events being a “Restricted Payment”), or enter into any profit sharing or royalty arrangement that would have the effect of a Restricted Payment, (i) if after giving effect to such Restricted Payment the aggregate amount of the Cash Balance would be less than US$500,000,000, or (ii) in contravention of applicable law.

(9) (No Investments) The Borrower shall not directly or indirectly (i) make or permit to remain outstanding any Investments other than Permitted Investments, or (ii) make any advances, Guarantees or loans other than as permitted under the Financing Documents.

(10) (No Indebtedness) The Borrower shall not, and shall not agree to, and shall not permit any of its Subsidiaries to, or to agree to, directly or indirectly, contract, create, incur, assume, suffer to exist, Guarantee or otherwise be or become liable with respect to any Indebtedness for Borrowed Money other than Permitted Indebtedness.

(11) (No Hedging) The Borrower shall not enter into any interest rate, currency or commodity price-rise arrangement or forward contract that contravenes the Hedging Policies.

(12) (Records and Accounts)

(a)	The Borrower shall maintain or cause to be maintained records and accounts adequate to reflect in accordance with accounting standards and practices generally accepted in Singapore the expenditure financed out of the proceeds of the Loan.
(b)	The Borrower shall:

(i) have the records and accounts referred to in Paragraph (a) above for each fiscal year audited, in accordance with accounting standards and

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	practices generally accepted in Singapore, by independent auditors duly established and licensed in the Borrower’s Country;
(ii)	furnish to JBIC and the Agent (for the Tranche B Lenders) as soon as available, but in any case not later than 210 days after the end of each such year, a certified copy of the report of the audit by the auditors and make its best efforts to clarify audited report in such scope and details as JBIC and/or the Agent shall have reasonable requested; and
(iii)	furnish to JBIC and the Agent (for the Tranche B Lenders) such other available information concerning the records and accounts and the audit thereof as JBIC and/or the Agent may from time to time reasonably request.

(c) For all expenditures with respect to which Disbursements were made on the basis of statements of expenditures, the Borrower shall:

(i)	maintain or cause to be maintained, in accordance with Paragraph (a) above, records and accounts reflecting such expenditures;
(ii)	retain, until at least two (2) years after the Final Disbursement Date, all records (contracts, orders, invoices, bills, receipts and other documents) evidencing such expenditures;
(iii)	enable the JBIC’s representatives to examine such records; and
(iv)	ensure that such records and accounts are included in the annual audits referred to in Paragraph (b) of this Sub-Clause (5) and that the report of such audit contains a separate opinion by the abovementioned auditors as to whether the statements of expenditure submitted during such fiscal year, together with the procedures and internal controls involved in their preparation, can be relied upon to support the related Disbursements.

(13) (Parity) With regard to the terms and scope of any financial covenants (including, without limitation, the terms on which such financial covenants would be breached) imposed upon the Borrower or a subsidiary of the Borrower in circumstances where the Borrower is guaranteeing the obligations of that subsidiary (a “Relevant Party”), the Borrower undertakes not to afford to any of its creditors or allow there to exist in favour of any of its creditors and to procure that the Relevant Party will not afford to its creditors or allow there to exist in favour of any of its creditors terms more favourable than those set out herein or currently existing (the terms of which have been notified to JBIC and to which JBIC have consented) without (i) the prior written consent of JBIC (on behalf of the LENDERS) (in consultation with the Tranche B Lenders) or (ii) extending such favourable terms to the LENDERS hereunder.

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(14) (Environmental Consideration) The Borrower shall pay due attention to the protection and conservation of the environment and ecology, including but not limited to air pollution, water pollution, industrial wastes and ecological changes. The Borrower shall observe relevant Environmental Laws and standards in the Borrower’s Country in connection with the use of the proceeds of the Loan.

Clause XI
Events of Default

Each of the specified events or conditions set forth in clauses (a) through (x) below shall constitute an event of default (an “Event of Default”):

(a) the Borrower fails to pay when due any amount payable under this Loan Agreement, in the currency and in the manner required hereunder; or

(b) the Borrower is in breach of any term, condition or provision of Clause X; or

(c) the Borrower is in breach of or default under any term, condition or provision of this Loan Agreement (except as provided in (a) and (b) above of this Clause XI) and, if capable of being cured, such default shall continue unremedied for a period of thirty (30) days after the earlier of (1) the date on which a responsible officer of the Borrower knows or should reasonably have known of such failure; and (2) the date on which written notice thereof shall have been received by the Borrower from JBIC; or

(d) JBIC becomes entitled to suspend any disbursement in respect of any Other JBIC Agreement or to declare any Indebtedness immediately due and payable prior to the stated maturity thereof; or

(e) Any other lender or creditor of the Borrower (other than the lenders of the Other Facility Agreement) becomes entitled to suspend any disbursement in respect of its agreement or to declare its Indebtedness immediately due and payable prior to the stated maturity thereof; or

(f) any of the lenders of any Other Facility Agreement becomes entitled to suspend any disbursement in respect of its Other Facility Agreement or to declare obligations under its Other Facility Agreement immediately due and payable prior to the stated maturity thereof; or

(g) any representation or warranty made or given by the Borrower in this Loan Agreement or any other statement made in any certificate, opinion or other document furnished in connection with this Loan Agreement proves to have

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been incorrect or untrue in any material respect when made or given or deemed made or given; or

(h) (i) any payment is not made when due under any Indebtedness of the Borrower in an aggregate amount equal to or greater than US$ 10,000,000 (or the equivalent thereof) or (ii) any disbursement under any agreement (other than this Loan Agreement and any Other JBIC Agreement) involving the creation of any Indebtedness for Borrowed Money or the extension of credit to which the Borrower is a party is suspended, cancelled or terminated pursuant to terms thereof or (iii) the Borrower commences negotiations with any one or more of its creditors with a view to the general readjustment or rescheduling of its Indebtedness, provided that the provisions of this paragraph shall not apply if the Borrower establishes to the satisfaction of JBIC that such event shall not prevent or interfere with the performance by the Borrower of their respective obligations under this Loan Agreement; or

(i) any situation arises or event occurs or, if appropriate, fails to arise or occur which, in the reasonable opinion of JBIC, may materially prevent or interfere with (i) the successful implementation, completion or operation of the Project or (ii) the performance by the Borrower of their respective obligations under this Loan Agreement; or

(j) the Borrower is in breach of any term, condition or provision of the Deed of Charge.

(k) the Borrower ceases to carry on its business or is unable to pay, or admits to its creditors an inability to pay, its debts generally as they fall due; or

(l) the Borrower takes any corporate action or other steps are taken, any Insolvency Proceeding is commenced, or any other legal proceedings are started for the appointment of a receiver, administrator, administrative receiver, trustee, liquidation committee or similar officer of it or of any or all of its revenues and assets; or

(m) any authority having jurisdiction in the Borrower’s Country shall have taken any action for the dissolution or disestablishment of the Borrower or for the suspension of its operations; or

(n) any execution or distress is levied against, or any encumbrancer takes possession of the whole or any part of the property, undertaking or assets of the Borrower; or

(o) the validity of this Loan Agreement is contested by the Borrower, or the Borrower denies generally liability under this Loan Agreement; or

(p) this Loan Agreement ceases to be a valid and binding obligation of the Borrower; or

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(q) there is any change in any treaty to which the Borrower’s Country is a party or any law, regulation of the Borrower’s Country or any order of any competent authority or decision of any court of competent jurisdiction which renders or purports to render any provision of this Loan Agreement unlawful, invalid or unenforceable or which would prevent or delay the performance or observance by the Borrower of their respective obligations hereunder or thereunder; or

(r) any license, consent, approval or authorization of, or any filing or registration with, any governmental authority or agency necessary for the validity or enforceability of this Loan Agreement or the performance by the Borrower of their respective obligations hereunder or thereunder or under any agreement or instrument required hereunder or thereunder or for the admissibility in evidence of this Loan Agreement shall be revoked, not be issued or timely renewed, or ceases to remain in full force and effect; or

(s) the Borrower or any of the directors, officers, employees, representatives or agents of the Borrower shall be charged with or prosecuted for a criminal offense to (i) commit, or attempt or conspire to commit, a Bribery, or (ii) aid, abet or authorize a Bribery by any other Person, in relation to the Approved Contract; or

(t) it is revealed as the result of external audit that the amount of Cash Balance of the Borrower becomes less than US $300 million; or

(u) an involuntary Insolvency Proceeding shall be commenced against the Borrower and shall continue undismissed for a period of sixty (60) or more days (or such shorter period of time as the Borrower has pursuant to applicable law to cause the dismissal of such case or proceeding or stay the effectiveness of such order, judgment or decree); or

(v) one or more events, conditions, circumstances or occurrences shall exist or shall have occurred that constitutes a Material Adverse Change.

Clause XII
Remedies

Upon the occurrence of any of the Events of Default, then, in each and every case, JBIC (on behalf of the LENDERS) (in consultation with the Tranche B Lenders) may at any time thereafter by notice to the Borrower immediately (1) suspend any Disbursement (both prior to and after a request for Disbursement being made), (2) cancel the undrawn portion of the Facility (“Cancellation”) and/or (3) declare the Loan, together with all accrued

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interest, risk premium, commitment charges and other amounts due up to the date of such prepayment under this Loan Agreement to be forthwith due and payable (“Acceleration”)

The Borrower shall also be required to pay to JBIC, the Opportunity Cost caused by Cancellation (in case of Cancellation), or the Opportunity Cost caused by Acceleration (in case of Acceleration) upon the occurrence of such Cancellation or Acceleration.

Clause XIII
Governing Law and Dispute Resolution

(1) (Governing Law) This Loan Agreement shall be governed by, and construed in accordance with, the laws of Japan.

(2) (Good Faith Consultation) The parties undertake to use their best efforts to resolve any dispute with the LENDERS arising out of or in connection with this Loan Agreement through consultation in good faith and mutual understanding, provided that such consultation shall not prejudice the exercise of any right or remedy of either party hereto by any such party in respect of any such dispute, nor prevent a party taking necessary steps to prevent the expiry of any time limit for bringing any process, suit, action or proceedings.

(3) (Jurisdiction)

(a) The Borrower irrevocably agrees that each of the Tokyo District Court, the courts of the State of New York and the courts of the United States of America in New York shall have jurisdiction to hear and determine any suit, action or proceedings, and to settle any dispute, which may arise out of or in connection with the Loan Agreement and, for such purposes, irrevocably submits to the jurisdiction of such courts.

(b) The Borrower irrevocably waives any objection which it might at any time have to the courts referred to in Paragraph (a) of Sub-Clause (3) of Clause XIII being nominated as the forum to hear and determine any suit, action or proceedings, and to settle any dispute, which may arise out of or in connection with the Loan Agreement and agrees not to claim that any such court is not a convenient or appropriate forum.

(c) The submission to the jurisdiction of the courts referred to in Paragraph (a) of Sub-Clause (3) of Clause XIII shall not (and shall not be construed so as to) limit the right of the LENDERS to take proceedings against the Borrower

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in any other court of competent jurisdiction nor shall the taking of proceedings in any one or more jurisdictions preclude the taking of proceedings in any other jurisdiction, whether concurrently or not.

(d) The Borrower consents generally in respect of any legal action or proceedings arising out of or in connection with the Loan Agreement to the giving of any relief or the issue of any process in connection with such action or proceedings including, without limitation, the making, enforcement or execution against any property whatsoever (irrespective of its use or intended use) of any order or judgment which may be made or given in such action or proceedings.

(4) (Process Agent) The Borrower agrees that, without limiting any other means available to the LENDERS, the process by which any suit, action or proceedings is begun, or any other document regarding the initiation of suit, action or proceedings, may be validly served on the Borrower by being delivered: (i) in Japan, to the Tokyo Process Agent; or (ii) in New York, to the New York Process Agent. If for any reason any of the Tokyo Process Agent, and the New York Process Agent shall cease, or shall not be capable, so to act, the Borrower shall promptly and irrevocably designate and appoint another agent acceptable to JBIC. Failure by the Borrower to designate and appoint another agent acceptable to JBIC within fifteen (15) days shall entitle JBIC to appoint a Person as agent of the Borrower by notice to the Borrower.

(5) (Waiver of Immunity) For the purpose of the arbitral proceedings referred to herein and any enforcement of any resulting award, to the extent that the Borrower may in any jurisdiction claim or be entitled to claim for itself or its property any sovereign or other immunity therefrom or from the enforcement of any award resulting therefrom and to the extent that in any jurisdiction there may be attributed to the Borrower or its property such immunity, the Borrower hereby irrevocably and unconditionally waives and agrees not to claim such immunity from suit, execution, attachment prior to award or on award or other legal process to which it or its property may be entitled in any legal action or proceedings with respect to this Loan Agreement or any of the transactions contemplated hereby or hereunder, provided that the foregoing waiver shall not apply to property which is (i) used by diplomatic or consular mission of the Borrower’s Country or (ii) of a military character and under control of a military authority or defense agency.

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Clause XIV
Miscellaneous

(1) (Assignment) This Loan Agreement shall be binding upon and inure to the benefit of the Borrower and each of the LENDERS and their respective successors and assigns, provided that the Borrower may not assign or transfer any or all of its rights or obligations hereunder to any Person in any manner whatsoever without the prior written consent of JBIC.

(2) (No Release) No claim or dispute arising out of or in connection with any other contract or agreement, whether or not related to the Project, shall have any effect upon the Borrower’s obligations under this Loan Agreement nor shall in any way be deemed to release the Borrower therefrom, such obligations being absolute and unconditional.

(3) (No Waiver, Remedies Cumulative) No failure or delay on the part of JBIC or any other LENDER in exercising any right under this Loan Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right preclude any other or further exercise thereof, or the exercise of any other right. No waiver by JBIC or any other LENDER under this Loan Agreement shall be effective unless it is in writing. The rights and remedies provided in this Loan Agreement are cumulative and not exclusive of any other rights or remedies provided by law.

(4) (Partial Illegality) If at any time any provision of this Loan Agreement becomes illegal, invalid or unenforceable in any respect under the laws of any jurisdiction, neither the legality, validity nor enforceability of any other provisions thereof nor the legality, validity or enforceability of such provision under the laws of any other jurisdiction shall in any way be affected or impaired thereby.

(5) (Change of Evidence of Authority) In the event of any change in the matters referred to in the documentary evidence provided for in Paragraph (a)(i) of Sub-Clause (6) of Clause II, the Borrower shall promptly notify JBIC in writing of such change and, at the same time, furnish to JBIC relevant documentary evidence in respect of such change as well as authenticated specimen signatures of and certificates of incumbency in respect of any person(s) who are referred to in such revised documentary evidence, if such change involves the replacement of or addition to the person(s) referred to in the Paragraph (a)(i) of Sub-Clause (6) of Clause II. The LENDERS may rely upon and refer to the documentary evidence, authenticated specimen signatures and certificates of incumbency

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previously received by JBIC until such time as JBIC receives notice from the Borrower of such change as well as the relevant revised documentary evidence.

(6) (Agency)

(a) JBIC, acting for and on behalf of the LENDERS pursuant to Sub-Clause (10) below, hereby appoints the Agent as the agent for JBIC and the LENDERS for the purpose of the implementation, administration and enforcement of this Loan Agreement, and authorizes the Agent to take such action as is specifically delegated to the Agent under this Loan Agreement or is specified in the Disbursement Procedures to be taken by the Agent in relation to the Disbursements. The relationship between the Agent and JBIC is of agent and principal only. The Agent shall not be trustee for JBIC or the LENDERS, nor an agent or trustee for the Borrower, under or in relation to this Loan Agreement.

(b) The Borrower hereby acknowledges the appointment by JBIC of the Agent as agent for JBIC and the LENDERS. The Borrower shall submit documents to, or perform any other obligations hereunder towards, the Agent if so specifically required under the provisions of this Loan Agreement.

(c) If JBIC may replace the Agent, such replacement shall take effect as against the Borrower upon written notification by JBIC to the Borrower of such replacement.

(d) The Borrower understands that the Agent shall not charge the Borrower any agent fee for its activities in the capacity as the agent delegated under this Loan Agreement. For the avoidance of doubt, nothing in this paragraph shall prohibit the Agent from charging the Borrower any fee for any other activities of the Agent that may be requested by the Borrower separately from this Agreement.

(7) (Communications) Unless otherwise specified herein, all notices, requests, demands and other communications to or upon the parties to this Loan Agreement shall be given or made by registered air mail or by internationally recognized courier services or by facsimile (promptly confirmed by registered air mail or by internationally recognized courier services, although receipt of the confirmation shall not be necessary for effective receipt of the relevant facsimile communication) at the addresses specified in Sub-Clause (9) below or at such other address as any party hereto may designate by written notice to each of the other parties hereto.

     Notices, requests, demands or other communications given or made in the case of registered air mail shall be deemed to have been duly given or made ten (10) days after

50

being deposited in the mail and in the case of internationally recognized courier services or facsimile, when such internationally recognized courier service or facsimile is duly received by the recipient.

(8) (Address for notices) The following addresses for notices are specified for the purposes of Sub-Clause (7) above:

If to JBIC or to the LENDERS:	Japan Bank for International Cooperation (for the attention of the Director General of International Finance Department I (JBIC Loan to CHRT)) 4-1, Ohtemachi 1-chome, Chiyoda-ku, Tokyo 100-8144, Japan Facsimile: (81-3) 5218-3963
If to the Agent:	Sumitomo Mitsui Banking Corporation (for the attention of the Structured Finance Department) 17/F,Tokyo Takarazuka Building1-3,Yurakucho 1-chome,Chiyoda-ku, Tokyo 100-0006 Japan Facsimile (81-3) 3580-8432
If to the Borrower:	Chartered Semiconductor Manufacturing Ltd. (for the attention of Legal Department) 60, Woodlands, Industrial Park D Street 2 Singapre 738406 Facsimile (65) 6360 4970

(9) (Use of English Language) All documents, information and materials to be furnished under this Loan Agreement to which the LENDERS are party shall be in the English language or in the language of the Borrower’s Country accompanied by an English translations, provided that, in the latter case, the English translation shall be the governing version upon which the LENDERS shall be entitled to rely.

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(10) (Role of JBIC) JBIC shall execute this Loan Agreement and take all action necessary for the implementation, administration and enforcement of this Loan Agreement to which the LENDERS are parties on behalf of the LENDERS. In so acting, JBIC shall act on its own behalf and on behalf of the LENDERS and JBIC shall not assume nor shall it be deemed to have assumed any obligation towards or relationship of agency or trust with the Borrower or any relationship of trust for any of the LENDERS.

(11) (Abbreviation) This Loan Agreement may be referred to as “JBIC Loan to CHRT” in communications between the LENDERS and the Borrower, as well as in relevant documents.

(12) (Amendments and waivers) Any amendments and waivers of any provision of this Loan Agreement and any waiver of any default under this Loan Agreement shall only be effective if made in writing. For this purpose, any amendment and waiver which is made in writing by JBIC (on behalf of the LENDERS) (in consultation with the Tranche B Lenders) shall be binding on all LENDERS.

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     IN WITNESS WHEREOF, the Borrower and the LENDERS, acting through their duly authorized representatives, have caused this Loan Agreement to be duly executed in duplicate in the English language and signed in their respective names. The date of signature by JBIC in Tokyo shall be deemed to be the date of conclusion of this Agreement and the office of JBIC in Tokyo, Japan shall be deemed to be the place of signing of this Loan Agreement.

Chartered Semiconductor Manufacturing Ltd.		Japan Bank for International Cooperation acting on its own behalf and as attorney in fact for Sumitomo Mitsui Banking Corporation
By:	/s/ George Thomas	By:	/s/ Masato Ari
Name:   Title:	George Thomas Chief Financial Officer	Name:   Title:	Masato Ari Director General International Finance Department I

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Attachment 1

Project Description

     The Borrower has undertaken to design, construct, finance, furnish, install, and own a fabrication plant, located at 60 Woodlands Industrial Park D, Street 2, in the Republic of Singapore (as expanded by the Phase II Project described below, the “Fab 7 Plant”), to produce 300 millimeter silicon wafers using 0.13 micron and 90 nanometer process technology and other advanced process technology and having a capacity of 18,000 wafers per month (collectively, the “Phase I Project”).

     The Project is to design, construct, finance, furnish, install and own an expansion of the Fab 7 Plant to produce 300 millimeter silicon wafers using 0.13 micron and 90 nanometer process technology and other advanced process technology up to an expanded capacity of 37,000 wafers per month (such expansion, collectively, the “Phase II Project”);

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Attachment 2

Approval Procedures

1.	Application for Approval of Contracts
1.1	With respect to each Contract, once this Agreement is duly concluded, the Borrower shall promptly (and in any event before the Final Application Date) send by an appropriate method agreed in advance by the parties hereto to JBIC for its review a duly completed and signed Application for Approval of Contract (the “Application”) in the form of Form 1 attached hereto.
	The Application shall be accompanied by a copy of the Contract (and, if the Contract is in a language other than English, a certified English translation thereof), and the Acquisition List in respect of such Contract.
1.2	The Contract shall comply with the following conditions (unless otherwise agreed in writing by JBIC):

(a)	the supplier shall be the Japanese Exporter;
(b)	the Contract shall relates to the purchase of Japanese Goods and/or Services;
(c)	at least fifteen per cent (15%) of the Export Amount shall be paid by the Borrower to the Japanese Exporters from resources other than the proceeds disbursed or to be disbursed to the Borrower under the Facility;
(d)	the Export Amount shall be fixed in U.S. Dollars by applying the appropriate exchange rate from the actual currency into U.S. Dollars; and
(e)	all other terms and conditions of the Contract shall in the opinion of JBIC be normal and customary in international trade.

2.	Approval of Contract
2.1.	With respect to each Contract, upon review of the Application together with all supporting documents (including, but not limited to, a document which describes scheduled disbursement dates), JBIC shall, at its sole discretion, either approve the Contract as being eligible for financing under the Facility or specify changes which must be made thereto in order to render the same eligible for financing under the Facility.
2.2.	Once the Contract has been approved, JBIC shall determine the Approved Amount in U.S. Dollars in respect of the Contract.
2.3.	JBIC shall inform the Borrower of the Approved Amount by sending to the Borrower two original copies of the Notice of Approval of Contract in the form of

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Form 2 attached hereto duly completed by JBIC.

2.4.	Upon receipt thereof, the Borrower shall promptly countersign and return to JBIC one of the said forms.
3.	Termination, Cancellation of and Amendment to Contract
3.1	Once the Application has been submitted to JBIC, the Borrower shall ensure and hereby undertakes that thereafter, subject to the Contract being approved hereunder by JBIC, the Contract shall not be terminated or cancelled and no material change, amendment or supplement shall be made to the Contract without the prior written consent of JBIC.

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(Form 1)

Application for Approval of Contract
(JBIC Loan to CHRT)

Date:
Serial No.

Japan Bank for International Cooperation
4-1, Ohtemachi 1-chome
Chiyoda-ku, Tokyo 100-8144, Japan

Attn:  Director General
International Finance Department I

Dear Sirs:

     In accordance with Sub-Clause (3) of Clause II of the Loan Agreement dated _______, 2007 (JBIC Loan to CHRT) (the “Agreement”), we hereby apply for approval for the following Contract, a copy of which is annexed hereto:

(1)	Contract No. and date:
(2)	Supplier (name and address):
(3)	Contract Price:
	Japanese Goods and/or Services: US$ _____________________
(4)	Payment Terms:
(5)	Brief description of the goods and/or services to be financed out of the Facility:
(6)	Scheduled date of last shipment (or scheduled date of completion of installment and/or commissioning):

     All capitalized terms used herein, if not otherwise defined herein, have the respective meanings assigned to them in the Agreement.

     We hereby certify that the information given in this Application is true and correct, that as of the date hereof neither an Event of Default nor an event which, with the lapse of time or the giving of notice or the making of any determination or any combination of any of the foregoing, would constitute an Event of Default has occurred or is foreseeable, that all the representations and warranties made or given by us in the Agreement remain true and accurate in all material respects on and as of the date hereof and that the enclosed copy of the Contract and the enclosed evidence of exchange rate are true and complete in all respects.

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     We hereby agree to furnish, upon JBIC’s request, any additional information or documentation, duly authenticated, which may be necessary or useful for the purpose of confirming the information set out above in this Application and in the enclosed documents.

     Please notify us of your approval of the above-mentioned Contract by sending to us the Notice of Approval of Contract fixing the Approved Amount for financing under the Agreement.

Yours faithfully, [name of Borrower]
By:
	(authorized signature)

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(Form 2)

Notice of Approval of Contract
(JBIC Loan to CHRT)

Date:
Approval No.

To:  [name of Borrower]

Re:      Your Application for Approval of the Contract
(Serial No.                                         ) dated _________, 20__ (the “Contract”)
(Number and Date of the Contract)

Dear Sirs:

     We hereby notify you that JBIC has approved the Contract in accordance with Sub-Clause (3) of Clause II of the Loan Agreement dated _____________, 2007 (JBIC Loan to [           ]) (the “Agreement”) as follows:

Approved Amount: U.S.Dollar
                                (US$                                                )
                                in respect of the Export Amount

     All capitalized terms used herein, if not otherwise defined herein, have the respective meaning assigned to them in the Agreement.

     The commitment charge referred to in Sub-Clause (2) of Clause IV of the Agreement shall accrue from the date of this Notice of Approval of Contract.

     In confirmation of this Notice of Approval of Contract, please return immediately the duplicate hereof duly signed by the authorized person.

Yours faithfully,


Japan Bank for International Cooperation


By
 

(TO BE COMPLETED BY THE BORROWER)

     The Borrower hereby confirms its agreement to the above approval of the Contract.

[name of Borrower]

By: ________________________________
(authorized signature)

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Attachment 3

Disbursement Procedures

(Reimburse Payment Method)

     Unless otherwise agreed in writing by the parties to this Loan Agreement, Disbursement under this Loan Agreement shall be made in accordance with the following procedures.

1    Request for Reimbursement

1.1 For the purpose of this Loan Agreement, the Borrower shall designate a U.S. Dollars account (the “Dollar Account”) to be opened by the Borrower at an authorized foreign exchange bank in Borrower’s Country acceptable to JBIC.

1.2 If the Borrower shall seek reimbursement of payment already made by it for the Japanese Goods and/or Services, the Borrower shall, at least fifteen (15) Business Days prior to the intended date of reimbursement, submit to JBIC and the Agent a duly completed Request for Reimbursement as per the attached Form 1 signed by the Borrower and accompanied by the duly completed Statement of Expenditures as per the attached Form 2, which is supplemented by the purchase order, invoices, certificates of payment, payment instructions accepted by an authorized bank and receipts between the Japanese Exporters and the Borrower, and other documents to certify the amount of Japanese Goods and/or Services that have been exported/provided by the Japanese Exporters and have been paid for by the Borrower, and the Disbursement Plan in respect of the next six (6) calendar month period as per the attached Form 3. Unless JBIC shall agree to the contrary, each Request for Reimbursement shall be made within three (3) months of the relevant payment.

1.3 The Request for Reimbursement and the Statement of Expenditure shall be reviewed by the Agent as to its compliance with the provisions of this Loan Agreement. If the Request for Reimbursement will result in breach of any provision of this Loan Agreement, the Agent refuse to make such reimbursement or, in consultation with JBIC, change or determine the amount and/or date of the reimbursement to ensure that no such breach occurs.

1.4 The amounts stated in the Request for Reimbursement in respect of such payment shall be amount in U.S. Dollars converted at the telegraphic transfer buying (TTB) rate from the currency (the “Payment Currency”) used for the actual payment into U.S. Dollars quoted by the Central Bank of the Borrower’s Country on the day immediately preceding the day on which the Request for Reimbursement is made. In the case of conversion of the Payment Currency pursuant to Paragraph 1.4 of this Section, the documents evidencing the relevant exchange rates shall be provided to the Agent, together with and attached to the relevant Request for Disbursement.

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2    Disbursement

2.1 Subject to and in accordance with this Loan Agreement, the Agent shall notify each Lender of the date and the amount of its portion in the corresponding reimbursement, and the LENDERS shall make the corresponding reimbursement to the Borrower through the Agent by paying the amount in U.S. Dollars into the Dollar Account on the said intended date of reimbursement.

2.2 Each such reimbursement to the Agent referred to in Paragraph 2.1 above shall constitute a Disbursement to the Borrower under this Loan Agreement and shall, as from the date of such reimbursement, constitute a valid and binding obligation upon the Borrower in respect of repayment of the amount thereof and payment of interest thereon and any other amounts payable hereunder in relation thereto, each in accordance with and in the manner contemplated by this Loan Agreement.

2.3 No more than two (2) Disbursements in respect of each Approved Contract may be made hereunder in any one (1) calendar month period.

2.4 Except with respect to the last Disbursement in respect of such Approved Contract, each Disbursement in respect of such Approved Contract hereunder shall not be less than the minimum amount equal to ten thousand U.S. Dollars (US$10,000).

3    Notice of Disbursement

As soon as a Disbursement is made, the Agent shall notify the Borrower of the date and amount of the Disbursement by sending to the Borrower a Notice of Disbursement as per the attached Form 4, each of which shall be conclusive and binding in the absence of manifest error..

4    General

On each day on which the Disbursement referred to in (1) (f) above shall be made, the amount of the Facility shall be reduced by the amount of such Disbursement. Notwithstanding any provision of this Loan Agreement to the contrary, the LENDERS shall not be required to make any Disbursement hereunder if, as a result thereof, the amount of the Facility would thereby be exceeded.

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Form 1

Request for Reimbursement
([insert abbreviation of the Loan Agreement])

Dated_______
Approved No._______
Serial No._______

To: [insert name and address of Agent]

Dear Sirs:

     In accordance with Attachment 3 to the Loan Agreement dated ____________, [2007] ([abbreviation of the Loan Agreement]) (the “Loan Agreement”), we hereby request the LENDERS to make reimbursement of the amount specified below. All capitalized terms used herein unless otherwise defined herein shall have the respective meanings assigned to them under the Loan Agreement.

     Amount to be disbursed: ____________[U.S. Dollars](US$ ____________)

     Date of Disbursement:____________, 20___

     Please make a reimbursement of the above-mentioned amount by paying the same into our non-resident U.S. Dollar account specified below.

     Bank Name / Branch Name:

     Address of the Branch:

     Account Name / Account Number:

     We hereby confirm that this reimbursement shall be a Disbursement under the Loan Agreement and shall, as from the date of such payment, constitute a valid and binding obligation upon us in respect of repayment of the amount thereof and payment of interest thereon and any other amounts payable under the Loan Agreement in relation thereto, each in accordance with and in the manner contemplated by the Loan Agreement.

     We enclose herewith the Statement of Expenditure specifying the above-mentioned amount for the payment and the Disbursement Plan.

     We hereby certify that, as at the date hereof, neither an Event of Default nor an event or circumstance which, with the lapse of time, the giving of notice, the making of any determination or any combination of any of the foregoing, would constitute an Event of Default has occurred and is continuing or would result from the making of such Disbursement and all the representations and warranties made or given by the Borrower in the Loan Agreement are true and accurate in all material respects.

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Yours faithfully,

(Name of the Borrower)
 

__________________________
(Name and title of the signer)

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Form 2

										( Form 2 )
										Date:
										Approved
Statement of Expenditure										No.:
([insert abbreviation of the Loan Agreement])										Serial No.:
1	2	3	4	5	6	7	8	9	10	11
Approved	Approved	Approved	Bill of	B/L Date	Name of the	Brief	Brief	Amount in	Exchange	Amount in
Invoice No.	Invoice	Invoice	Landing/		Exporter	Description of	Description	Currency of	Rate	[U.S. Dollars]
	Date	Amount	AirWay Bill		(nationality)	Goods and/or	of Payment	Expenditure
			No.			Services
						(A)Total				US$
						(B)Amount to				US$
						be disbursed
						((A)×        %)
Remarks:
								(Name of the Borrower)
								(Name and title of the signer)

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Form 3

Disbursement Plan

([insert abbreviation of the Loan Agreement])

payment planned during period from (     ) to (     )

Date	Amount to be possibly disbursed
	(name of Borrower)
	(name and title of signer)

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Form 4

Notice of Disbursement

Dated: _______
Number of pages (including this sheet): ___

To: [insert name and address of the Borrower]
Attn: [insert name of the appropriate addressee of the Borrower]
Facsimile: [insert appropriate facsimile number of the Borrower]

Dear Sirs:

     Reference is made to the loan agreement dated _________, [2007] ([insert abbreviation of the Loan Agreement]) (the “Loan Agreement”). All capitalized terms herein unless otherwise defined herein shall have the respective meanings assigned to them under the Loan Agreement.

     Please be advised that a Disbursement under the Loan Agreement was made as follows. In case you find any differences from your record, please let us know immediately by [electronic mail/ telex/ facsimile] as specified herein. Unless we receive any objection within thirty (30) days after the date hereof, we shall deem that you have confirmed the consent of this Notice of Disbursement.

/date of Disbursement: _________, 20___
/amount disbursed: _________ [US$ (insert U.S. Dollars Equivalent Amount, if necessary)]
/outstanding balance as of the date of Disbursement: _________ [$ (insert U.S. Dollars Equivalent Amount, if necessary)]
/account of Disbursement: [insert account number and bank name/branch name]
/rate of interest: [insert the interest rate applied to the Disbursement]
/Calculation Date: [insert Calculation Date]

     If you have any questions on this, please contact [insert name of Agent].

Best regards,

[insert name of Agent/ department in charge]
[insert name and title of a person in charge]
[insert communication method (i.e. facsimile number)]#

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Attachment 4

(Form 1)

Date: _________, 20__

To: [name of Borrower]
Attn:__________________

Re: Final Amortization Schedule
under JBIC Loan to [                    ]

Dear sirs:

     We are pleased to inform you that the disbursement under the captioned Loan has been completed as of _________, 20___. Accordingly to our record, the total amount of disbursement is US$____________.

     The amortization schedule has been finalized as per attached hereto in accordance with Sub-Clause III(2) of the Loan Agreement dated _________, 20___.

     You are kindly requested to confirm the final amortization schedule, and return the duplicate hereof signed by the authorized person at your earliest convenience.

Sincerely yours,

_________________________

Name:
Title:
 

We hereby acknowledge receipt of this letter and confirm that we will repay the principal amount of the Loan in accordance with the final amortization schedule hereunder.

For [name of Borrower]

_________________________________
Name:
Title:
Date:

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(Form 2)

Form of Amortization Schedule

(Amounts in U.S. Dollars)

Repayment Number	Due Date	Repayment Amount		Outstanding Amount
1			—
2			—
3			—
			—
			—
			—
			—
			—
			—
			—
n			—

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Attachment 5

Amortization Schedule

(Amounts in US$)

Repayment Number	Due Date		Tranche A Repayment Amount		Tranche B Repayment Amount
1		January 15, 2011		15,000,000		15,000,000
2		July 15, 2011		15,000,000		15,000,000
3		January 15, 2012		15,000,000		15,000,000
4		July 15, 2012		15,000,000		15,000,000
5		January 15, 2013		15,000,000		15,000,000
6		July 15, 2013		15,000,000		15,000,000
7		January 15, 2014		15,000,000		15,000,000
8		July 15, 2014		15,000,000		15,000,000
9		January 15, 2015		15,000,000		15,000,000
10		July 15, 2015		15,000,000		15,000,000
Total				150,000,000		150,000,000

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Attachment 6

Tranche B Commitment

(Amounts in U.S. Dollars)

Tranche B Lender	Tranche B Commitment
Sumitomo Mitsui Banking Corporation	150,000,000

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Attachment 7

Indebtedness

Existing Indebtedness:

List of Indebtedness	Original Principal	Amount
	(US$ million)
Part I
Ex-Im Phase I Project Credit Facilities*			653.0
SMBC Revolving Credit Facility			150.0
Bank of America Revolving Credit Facility			50.0
6.00% Amortizing Bonds due 2010*			47.0
6.25% Senior Notes due 2013			300.0
6.375% Senior Notes due 2015			250.0
Part II
Convertible Redeemable Preference Shares**			253.0
5.75% Senior Notes due 2010			375.0
Total
2,078.0

*	Has been partly repaid.
**	Currently accounted for as mezzanine equity in financial statements.

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Attachment 8

Hedging Policies

[ATTACHED]

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Attachment 9

Form of Legal Opinion of Legal Counsel to the Borrower

Date: ______________

To:	Japan Bank for International Cooperation
	4-1, Ohtemachi 1-chome Chiyoda-ku, Tokyo 100-8144, Japan

Attn:  Director General
International Finance Department I

Dear Sirs:

     I am            and as such have been requested to give and deliver this legal opinion in connection with the Loan Agreement dated_________, 2007, between Japan Bank for International Cooperation (“JBIC”) together with the financial institutions named therein (the “LENDERS”) and [                                        ] (the “Borrower) (the “Loan Agreement”). All terms and expressions defined in the Loan Agreement shall bear the same meaning herein save where the context otherwise requires. This legal opinion is furnished to you pursuant to the provisions of the Loan Agreement and at the request of the Borrower.

     After examining all relevant documents, including an executed copy of the Loan Agreement and such other documents as we have considered necessary and making all inquiries which we have considered necessary or desirable for the opinion hereafter expressed and having regard to the laws and regulations of the Borrower’s Country, we are of the opinion that:

(1)	The Borrower is a corporation duly incorporated and validly existing under the laws of the Borrower’s Country and has full power and authority to own its assets and carry on its business as being conducted and is a legal entity with separate legal personality capable of being sued in its own name.
(2)	The Borrower has full power and authority to enter into the Loan Agreement and

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Deed of Charge, to exercise its rights thereunder and to perform and observe its obligations thereunder. The Borrower has taken and completed all corporate, legal and other action or procedures necessary to approve the transactions contemplated thereby and to authorize the Borrower to execute the Loan Agreement and Deed of Charge and to perform its obligations thereunder have been duly taken.

(3)	All acts, conditions and things, which are necessary or advisable to be done, fulfilled or performed in connection with (i) the execution, delivery or performance of the Loan Agreement, Deed of Charge and any agreement and instrument required thereunder, (ii) the legality, validity and enforceability of the Loan Agreement, Deed of Charge and any agreement or instrument required thereunder or (iii) the admissibility in evidence in the courts of the Borrower’s Country of the Loan Agreement, and Deed of Charge and any agreement or instrument required thereunder have been duly done, fulfilled and/or performed and are in full force and effect.
(4)	The Loan Agreement and Deed of Charge are in proper legal form under the laws of the Borrower’s Country for enforcement in the courts of the Borrower’s Country.
(5)	It is not necessary to file, register or otherwise record the Loan Agreement and Deed of Charge or any instrument or agreement required thereunder in any court, public office or elsewhere in the Borrower’s Country or to pay any stamp, registration or similar tax on or in relation to the Loan Agreement and Deed of Charge or any instrument or agreement required thereunder to ensure the validity, legality, effectiveness, enforceability or admissibility in evidence thereof.
(6)	The Loan Agreement and Deed of Charge have been duly executed and delivered by the duly authorized representative of the Borrower and constitutes the legal, valid and binding obligations of the Borrower enforceable against the Borrower in accordance with their respective terms.
(7)	The execution, delivery and performance of the Loan Agreement, Deed of Charge and all instruments or agreements required thereunder do not and will not contravene, violate or constitute a default under:

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(a)	any provision of the charter, by-laws, statutes or other constitutive documents or the capital stock of the Borrower;
(b)	any provision of any agreement or other instrument to which the Borrower is a party or by which the Borrower or any of its assets is or may be bound;
(c)	any treaty, law or regulation binding on the Borrower; or
(d)	any judgment, injunction, order or decree binding upon the Borrower or any of its assets,

	nor would the same result in the creation or imposition of any Encumbrance on any present or future assets or revenues of the Borrower.
(8)	No event has occurred and is continuing or would result from the making of any Disbursement which constitutes or which, upon the lapse of time, the giving of notice, the making of any determination or any combination of any of the foregoing would become an Event of Default or a breach of any obligation of the Borrower under any agreement to which the Borrower is a party or by which the Borrower or any of its assets is or may be bound.
(9)	There are no legal, administrative or other actions, claims or other proceedings current, pending or threatened against the Borrower or the Project which if decided adversely would materially and adversely affect the financial condition or business of the Borrower or the operations or completion of the Project or could materially and adversely affect the Borrower’s ability to perform its obligations under the Loan Agreement and Deed of Charge or could question the legality, validity or binding effect of any provision of the Loan Agreement and Deed of Charge.
(10)	The Borrower is subject to civil and commercial law with respect to its obligations under the Loan Agreement and Deed of Charge. The execution and delivery of the Loan Agreement and Deed of Charge constitutes, and the Borrower’s performance of and compliance with its obligations under the Loan Agreement and Deed of Charge will constitute, private and commercial acts rather than public or governmental acts.
(11)	All information which has been given by the Borrower or the representatives or agents thereof to the LENDERS or the representatives, agents or legal counsel

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thereof in connection with the Loan Agreement and Deed of Charge was when given, and is on the date of execution of the Loan Agreement and Deed of Charge, true and accurate in all material respects and the Borrower has not failed to provide the LENDERS with any information the omission of which would make any information provided to the LENDERS materially misleading.

(12)	Under the laws of the Borrower’s Country, there is no Tax imposed or payable (whether by withholding or otherwise) on or by virtue of the execution and delivery of the Loan Agreement and Deed of Charge or any document or instrument to be executed and delivered thereunder, the performance, enforcement or admissibility in evidence thereof, or on any payment required to be made thereunder except that withholding tax is payable in respect of payments of interest on the principal amount of the Tranche B Loans and on any payment due as fees to the Tranche B Lenders.
(13)	In any proceedings in the Borrower’s Country to enforce the Loan Agreement (i) the choice of Japanese law as the governing law of the Loan Agreement will be recognized and such law will be applied, (ii) the irrevocable submission of the Borrower to the non-exclusive jurisdiction of the Tokyo District Court, the courts of England and the courts of the State of New York and the courts of the United States of America in New York and the appointments by the Borrower of the Tokyo Process Agent, and the New York Process Agent are legal, valid, binding and enforceable, (iii) any judgement obtained in England will be recognized and enforceable against the Borrower and its assets in the Borrower’s Country pursuant to [insert the name of the law or regulation in the Borrower’s Country].
(14)	The waiver of immunity by the Borrower is legal, valid, binding and enforceable and neither the Borrower nor any of its assets has any right of immunity from suit, execution, attachment prior to judgment or on judgment or any other legal process with respect to its obligations under the Loan Agreement and Deed of Charge in any jurisdiction, including, without limitation, the Borrower’s Country.
(15)	In the ordinary course of its business, the Borrower conducts an ongoing review of the effect of Environmental Laws in the Borrower’s Country on the business, operations and properties of the Borrower and the legal entities under its control

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related to the Project, in the course of which it identifies and evaluates liabilities and costs related thereto (including, without limitation, with respect to any clean-up or closure of properties, compliance with applicable operating constraints, disposal of wastes and possible liabilities to employees and other third parties). On the basis of this review, the Borrower has reasonably concluded that such liabilities and costs are unlikely to have a material adverse effect on the business, financial condition, results of operations or prospects of the Borrower and the legal entities under its control, considered as a whole.

(16)	The Loan complies with any relevant restrictions that may be applicable to such loans imposed by the government of the Borrower’s Country or the State Bank under the Foreign Loan Regulations or any other applicable law, regulation, decree or circular.
(17)	The obligations and liabilities of the Borrower under the Loan Agreement are the unconditional and general obligations of the Borrower and rank at least pari passu with all other present or future unsecured and unsubordinated Indebtedness (both actual and contingent) of the Borrower.

     This letter is given solely for the purposes of the transactions contemplated by the Loan Agreement and for the information of the persons to whom it is addressed and their respective legal advisers and may not be relied upon for any other purpose or by any other person. You may, however, deliver a copy of this letter to any person that becomes a Lender in accordance with the provisions of the Loan Agreement, who may rely on the opinions expressed herein as if this letter were addressed and delivered to such Lender on the date hereof.

Very truly yours

(Signature) 

(Title)

77

Attachment 10-A

Form of Appointment of Borrower’s Tokyo Process Agent

Irrevocable Power of Attorney

Date:                               

By present instrument, [                                          ] (“the Borrower”) acting through its                                 at its address at                               , appoints as its agent and attorney-in-fact the [• attn.], [• name], [• address](Tel: •   Fax: • ), upon which the Borrower irrevocably confers all powers necessary to receive, in the name of the Borrower, service of writs, process and summonses in any legal action or proceeding brought in the Tokyo District Court referred to in [                                        ] dated                               , 20      between the Borrower and Japan Bank for International Cooperation and the other financial institutions named therein.

By	[Authorized Signature]
Name:
Title:

78

Attachment 10-B

Form of Appointment of Borrower’s New York Process Agent

Irrevocable Power of Attorney

Date:                               

By present instrument, [                                          ] (the “Borrower”) acting through its                                 at its address at                               , appoints as its agent and attorney-in-fact [• attn.], [• name], [• address](Tel: •   Fax: • ), upon which the Borrower irrevocably confers all powers necessary to receive, in the name of the Borrower, service of writs, process and summonses in any legal action or proceeding brought in the courts of the State of New York and the courts of the United States of America in New York referred to in [                                          ] dated                                  20      between the Borrower and Japan Bank for International Cooperation and the other financial institutions named therein.

By	[Authorized Signature]
Name:
Title:

79

Attachment 10-C

Form of Consent of Borrower’s Agent for Service of Process

(Tokyo/New York Process Agent)

Date:
To:	Japan Bank for International Cooperation 4-1, Ohtemachi 1-chome Chiyoda-ku, Tokyo 100-8144, Japan
Attn.:	Director General, International Finance Department I

Gentlemen:

     Reference is made to the Loan Agreement dated                                        , 2007 (the “Loan Agreement”) between                     and Japan Bank for International Cooperation.

     Pursuant to the Agreement, the Borrower has irrevocably and unconditionally appointed the undersigned at the undersigned’s office presently located at [ADDRESS] as the [Tokyo/New York] Process Agent, its agent to accept service of legal process in connection with legal actions, suits or proceedings commenced in the Tokyo District Court / New York State courts and/or Federal Courts sitting in New York City and any appellate court therefrom in connection with the Loan Agreement.

     The undersigned hereby (a) informs you that it has received a copy of the Loan Agreement and accepts such appointment by the Borrower as is set forth in the Loan Agreement and (b) agrees with you that (i) it will not terminate such agency relationship prior to the termination of the Agreement, (ii) it will maintain an office in [Tokyo/New York] until such time as a successor [Tokyo/New York] Process Agent shall be appointed pursuant to the Agreement and will give you prompt notice of any change of address, (iii) it will perform its duties in accordance with the Agreement, and (iv) it will promptly forward to the Borrower at its address as specified in the Agreement any summons, complaint or other legal process which it receives in connection with its appointment as such agent of the Borrower.

     This acceptance and agreement shall be binding upon the undersigned and all successors of the undersigned including all persons hereafter acting in the capacity of the undersigned or otherwise in charge of the office of the undersigned.

Very truly yours,

Name:

Title:

For and on behalf of [Tokyo/New York] Process Agent

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