Preview | Facility Agreement |

TABLE OF CONTENTS

| Contents Page


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


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

This Agreement is dated 3 March 2006 and made between:

(1)		Chartered Semiconductor Manufacturing Ltd. (the Borrower);

(2)		Sumitomo Mitsui Banking Corporation (the Arranger);

(3)		The Financial Institutions listed in Schedule 1 as lenders (the Original Lenders); and

(4)		Sumitomo Mitsui Banking Corporation, Singapore Branch, as agent of the other Finance Parties (the Agent).

It Is Agreed as follows:

1.		Definitions and Interpretation

1.1		Definitions

		In this Agreement:

		Acceding Lender means any financial institution which has executed a Lender Accession Notice.

		Accession Date means, in relation to a Lender Accession Notice executed and delivered by an Acceding Lender, the date specified (and defined) as such in that Lender Accession Notice, being the date on and from which that Acceding Lenders undertaking, to be bound by this Agreement as if it had originally been a party hereto with the Commitment specified therein, takes or is to take effect.

		Affiliate means, in relation to any person, a Subsidiary of that person or a Holding Company of that person or any other Subsidiary of that Holding Company.

		Associated Company; means, in relation to the Borrower, a corporation in respect of which the Borrower beneficially owns, directly or indirectly, at least 20 per cent. of the whole of its issued and paid-up capital.

		Authorisation means an authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration.

		Availability Period means the period from and including 1 April 2006 to and including the Termination Date.

		Available Commitment means a Lenders Commitment minus:

	(a)		the amount of its participation in any outstanding Loans; and

	(b)		in relation to any proposed Utilisation, the amount of its participation in any Loans that are due to be made on or before the proposed Utilisation Date, other than that Lenders participation in any Loans that are due to be repaid or prepaid on or before the proposed Utilisation Date.

		Available Facility means, the aggregate for the time being of each Lenders Available Commitment.

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

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(a)

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

exceeds:

(b)

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

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

		Commitment means:

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

	(b)		in relation to any other Lender, the amount of any Commitment transferred to it under this Agreement,

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

	(a)		moneys borrowed by that person;

	(b)		any amount raised by acceptance under any acceptance credit facility granted to that person;

	(c)		any amount raised by that person pursuant to any note purchase facility or the issue of bonds, notes, debentures, loan stock or any similar instrument;

	(d)		the amount of any liability of that person in respect of any lease or hire purchase contract which would, in accordance with GAAP, be treated as a finance or capital lease;

	(e)		receivables sold or discounted by that person (other than any receivables to the extent they are sold or discounted on a non-recourse basis);

	(f)		any amount raised by that person under any other transaction (including any forward sale or purchase agreement) required by GAAP to be shown as a borrowing in the audited consolidated balance sheet of the Group;

	(g)		for the purpose of Clause 21.5 (Cross default), any derivative transaction entered into by that person in connection with protection against or benefit from fluctuation in any rate or price (and, when calculating the value of any derivative transaction, only the marked to market value shall be taken into account);

	(h)		shares of that person which are expressed to be redeemable;

	(i)		for the purpose of Clause 21.5 (Cross default), any counter-indemnity obligation of that person in respect of a guarantee, indemnity, bond, standby or documentary letter of credit or any other instrument issued by a bank or financial institution; and

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