<PAGE> 1
EXHIBIT 10.4
DATED 28TH SEPTEMBER, 2000
CHARTERED SILICON PARTNERS PTE LTD
AS BORROWER
- AND -
ABN AMRO BANK N.V., SINGAPORE BRANCH
AS SECURITY TRUSTEE
----------------------------------------
DSRA ACCOUNT CHARGE
----------------------------------------
ALLEN & GLEDHILL,
36, ROBINSON ROAD, #18-01,
CITY HOUSE,
SINGAPORE 068877.
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C O N T E N T S
<TABLE>
<CAPTION>
CLAUSE HEADING PAGE
------ ------- ----
<S> <C> <C>
1. INTERPRETATION 1
2. COVENANT TO PAY 2
3. ASSIGNMENT AND CHARGE 2
4. CONTINUING SECURITY 3
5. REPRESENTATIONS AND WARRANTIES 4
6. UNDERTAKINGS 4
7. ENFORCEMENT 5
8. ACCOUNT 5
9. APPLICATION OF MONEYS 5
10. INDEMNITY 6
11. DELEGATION 6
12. FURTHER ASSURANCE 6
13. POWER OF ATTORNEY 6
14. AVOIDANCE OF PAYMENTS 7
15. REMEDIES AND WAIVERS 7
16. BENEFIT OF SECURITY 7
17. PARTIAL INVALIDITY 7
18. COMMUNICATIONS 7
19. GOVERNING LAW AND JURISDICTION 8
SCHEDULE 1 -- FORM OF NOTICE OF ASSIGNMENT
TO ACCOUNT BANK 9
SCHEDULE 2 -- FORM OF ACKNOWLEDGEMENT OF
NOTICE 10
</TABLE>
<PAGE> 3
T H I S C H A R G E is made on 28th September, 2000 B E T W E E N:-
(1) CHARTERED SILICON PARTNERS PTE LTD (the "Borrower"), a company incorporated
in Singapore with its registered office at 60, Woodlands Industrial
Park D, Street 2, Singapore 738406; and
(2) ABN AMRO BANK N.V., SINGAPORE BRANCH, a company incorporated in the
Netherlands and acting through its Singapore branch at 63, Chulia Street,
Singapore 049514, in its capacity as security trustee for itself and the
Phase 2 Secured Parties defined below (in such capacity, the "Security
Trustee").
W H E R E A S:-
(A) By a Credit Agreement (the "Credit Agreement") dated 28th September, 2000
made between (1) the Borrower, as borrower, (2) ABN AMRO Bank N.V., Singapore
Branch, Citibank, N.A., Singapore, Overseas Union Bank Limited, The Sumitomo
Bank, Limited, Danske Bank A/S, Industrial And Commercial Bank Of China,
Singapore Branch, and Commerzbank Aktiengesellschaft, Singapore Branch, as lead
arrangers, (3) The Bank of Tokyo-Mitsubishi, Ltd., Singapore Branch, The Sanwa
Bank Limited, Singapore Branch, The Industrial Bank of Japan, Limited, Singapore
Branch, The Norinchukin Bank, Singapore Branch, and Credit Lyonnais, Singapore
Branch, as arrangers, (4) The HongKong and Shanghai Banking Corporation Limited,
as co-arranger, (5) Bayerische Landesbank Girozentrale, Singapore Branch, as
lead manager, (6) Westdeutsche Landesbank Girozentrale, Singapore Branch, as
manager, (7) the Guarantor Banks named therein, as guarantor banks, (8) the
Lending Banks named therein, as lending banks (the Guarantor Banks and the
Lending Banks being hereinafter collectively referred to as the "Banks"),
(9) ABN AMRO Bank N.V., Singapore Branch, as agent, and (10) the Security
Trustee, as security trustee, (a) the Guarantor Banks agreed to grant a
S$240,000,000 guarantee facility or a US$140,000,000 term loan facility to the
Borrower and (b) the Lending Banks agreed to grant a US$680,000,000 term loan
facility to the Borrower, upon the terms and subject to the conditions of the
Credit Agreement.
(B) The Borrower may not request for the making of an Advance (as defined in
the Credit Agreement) unless and until, inter alia, the Security Trustee has
received this Charge, duly executed by the Borrower.
(C) The Security Trustee is holding the benefit of this Charge on trust for
itself and the Phase 2 Secured Parties under the terms of the Trust Deed (as
defined below).
I T I S A G R E E D as follows:-
1. INTERPRETATION
(A) Definitions: In this Charge, except to the extent that the context
requires otherwise:-
"Account Bank" means any of the Banks acting out of its office in
Singapore as may be selected by the Borrower;
"Act" means the Conveyancing and Law of Property Act, Chapter 61 of
Singapore;
"Charged Property" means all the assets and property of the Borrower
assigned and charged under or pursuant to Clause 3;
"Debt Service Reserve Account" means the deposit account established and
maintained or to be established and maintained by the Borrower with the
Account Bank;
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2
"Financing Documents" means the Credit Agreement and the Security
Documents;
"Phase 2 Secured Parties" means all parties for the time being to the
Credit Agreement other than the Borrower (and includes their respective
successors and assigns);
"Secured Debt" means all sums (whether principal, interest, fee, commission
or otherwise) which are or at any time may be or become due from or owing
by the Borrower to the Phase 2 Secured Parties (or any of them), whether
actually or contingently, under or in connection with, or which the
Borrower has covenanted to pay or discharge to the Phase 2 Secured Parties
(or any of them) under or pursuant to, any of the Financing Documents;
"Security Trustee" includes its successors in title and assigns and any
company with which it may amalgamate and all other persons for the time
being the security trustee for itself and the Phase 2 Secured Parties under
this Charge; and
"Trust Deed" means the trust deed dated 28th September, 2000 made between
(1) the Borrower and (2) the Security Trustee, being the Trust Deed
referred to in the Credit Agreement.
(B) Financing Documents: All terms and references used in this Charge and which
are defined or construed in any of the Financing Documents but are not defined
or construed in this Charge shall have the same meaning and construction in this
Charge. Any reference in this Charge to a Financing Document includes that
Financing Document as amended, modified or supplemented from time to time and
any document which amends, modifies or supplements that Financing Document.
(C) This Charge: Except to the extent that the context otherwise requires, any
reference to "this Charge" includes this Charge as from time to time amended,
modified or supplemented and any document which is supplemental hereto or which
is entered into for the purposes of perfecting or protecting the security
constituted by this Charge.
(D) Headings and Clauses: The headings in this Charge are inserted for
convenience only and shall be ignored in construing this Charge. Unless the
context otherwise requires, words denoting the singular number only shall
include the plural and vice versa. References to a statute shall be deemed to be
references to that statute as from time to time amended or re-enacted. Save
where otherwise indicated, references to "Clauses" and "Schedules" are to be
construed as references to the clauses of, and the schedules to, this Charge.
2. COVENANT TO PAY
The Borrower hereby covenants that it will pay and discharge the Secured
Debt in accordance with the terms of the Financing Documents.
3. ASSIGNMENT AND CHARGE
The Borrower as beneficial owner, and as a continuing security for the
payment and discharge of the Secured Debt and for the observance and performance
by the Borrower of its obligations under the Financing Documents, hereby
charges, and agrees to charge in favour of the Security Trustee (as security
trustee for the Phase 2 Secured Parties), with the intent that it shall take
effect by way of first fixed charge, and assigns and agrees to assign absolutely
to the Security Trustee (as security trustee for the Phase 2 Secured Parties),
free from all liens, charges and other encumbrances, all the Borrower's present
and future rights, title and interest in and to all moneys from time to time
standing to the credit of the Debt Service Reserve Account, whether in addition
to or by
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3
way of renewal, extension or replacement of any moneys previously deposited in
or credited to the Debt Service Reserve Account (it being understood that such
moneys may from time to time be represented by new account numbers) or
otherwise, together with any interest from time to time accruing in respect of
such moneys Provided Always that if at any time the whole of the Secured Debt
shall have been paid or discharged in full, the Security Trustee will, as soon
as reasonably practicable, at the cost and request of the Borrower, discharge or
otherwise reassign, on a without recourse or warranty basis (other than in
respect of the Security Trustee's acts or omissions constituting negligence or
wilful default), to the Borrower or as it may direct the Charged Property from
the security hereby created.
4. CONTINUING SECURITY
(A) Continuing Obligations: The security created by this Charge shall
constitute and be a continuing security for the payment and discharge of the
Secured Debt notwithstanding any intermediate payment or settlement of account
or reduction or repayment of the Secured Debt for the time being owing or any
other matter or thing whatsoever, and shall be in addition to and shall not be
in any way prejudiced or affected by any of the other Financing Documents or any
collateral or other agreement, security, guarantee, indemnity, right, remedy or
lien of whatever nature which the Security Trustee or any of the Phase 2 Secured
Parties may now or at any time hereafter have, or judgment or order obtained by
the Security Trustee or any of the Phase 2 Secured Parties, for or in respect of
all or any part of the Secured Debt nor shall any of the other Financing
Documents or any such collateral or other agreement, security, guarantee,
indemnity, right, remedy or lien or judgment or order be in any way prejudiced
or affected by this Charge.
(B) Unconditionality of Security: The security created by this Charge shall not
be discharged or affected by (1) any time, indulgence, concession, waiver or
consent at any time given to the Borrower or any other person, (2) any amendment
or supplement to or change in the terms of the Secured Debt, any of the other
Financing Documents or any other agreement, security, guarantee, indemnity,
right, remedy or lien, (3) the making or absence of any demand on the Borrower
or any other person for payment, (4) the enforcement or absence of enforcement
of any of the other Financing Documents or any other agreement, security,
guarantee, indemnity, right, remedy or lien, (5) the taking, existence or
release of any of the other Financing Documents or any other agreement,
security, guarantee, indemnity, right, remedy or lien, (6) the bankruptcy or
winding-up of the Borrower or any other person (or the commencement of any of
the foregoing), (7) the illegality, invalidity or unenforceability of or any
defect in any provision of any of the other Financing Documents or any other
agreement, security, guarantee, indemnity, right, remedy or lien or any of the
obligations of any of the parties thereunder or (8) any other matter or thing
which but for the provisions of this sub-Clause (B) would operate to impair or
discharge the security created by this Charge.
(C) Continuation/Opening of Accounts: In the event of the commencement of the
winding-up of the Borrower or of this Charge ceasing for any reason to be
binding on the Borrower or if the Security Trustee or any of the Phase 2 Secured
Parties shall at any time receives notice (either actual or otherwise) of any
subsequent or other mortgage, charge, assignment, hypothecation, pledge, lien or
other like interest, matter, event or transaction affecting the Charged Property
or any part of it, the Security Trustee and each of the Phase 2 Secured Parties
may open a new account or accounts for the Borrower in its books. If the
Security Trustee or any of the Phase 2 Secured Parties does not in fact open
such new account then, unless it gives express notice in writing to the Borrower
to the contrary, the Security Trustee and/or such Secured Party shall be treated
as if it had in fact opened such account or accounts at the time when it
received or is deemed to have received such notice. As from that time and unless
such express notice in writing shall be given to the Borrower by the Security
Trustee and/or each of the Phase 2 Secured Parties, all payments by or on behalf
of the Borrower to the Security Trustee or any of the Phase 2 Secured Parties
shall be credited, or treated as having been credited, to a new account of the
Borrower and not as having been applied in reduction of the Secured Debt at the
time when such notice was received or deemed to have been received. For the
avoidance of doubt, if a payment which would (but for this sub-Clause (C)) have
<PAGE> 6
4
been applied in reduction of the Secured Debt in accordance with the provisions
of the Financing Documents is instead credited to a new account of the Borrower
under this sub-Clause (C), then solely for the purpose of calculating interest
accruing on the Secured Debt, the Secured Debt shall be deemed to have been
reduced by the amount of that payment in accordance with such application of
that payment.
(D) Suspense Account: Any amount received or recovered by the Security Trustee
or any of the Phase 2 Secured Parties in respect of any amount received or
recovered pursuant to this Charge and/or any of the powers hereby conferred may
be placed by the Security Trustee or such Secured Party in a suspense account
(which shall be interest-bearing, where practicable) with a view to preserving
the rights of such party to prove for the whole of the Secured Debt. That amount
may be kept there (with any interest accrued being credited to that account)
unless and until the Borrower is not obliged to pay any further sum under the
Credit Agreement and the Security Trustee or such Secured Party has irrevocably
received or recovered its share of the Secured Debt.
5. REPRESENTATIONS AND WARRANTIES
The Borrower represents and warrants to and for the benefit of the Security
Trustee and each of the Phase 2 Secured Parties as follows:-
(1) Ownership: it is and will at all times be the sole and beneficial
owner of the Charged Property or otherwise permitted under the
Financing Documents;
(2) Existing Security: no security exists on or over any of the Charged
Property except for the security created by this Charge; and
(3) Repetition: each of the above representations and warranties will be
correct and complied with in all respects on the date of each request
for an Advance, on the date on which each Advance is to be made, the
date of the request for the issue of the EDB Guarantee, the date on
which the EDB Guarantee is issued and each Interest Payment Date as if
repeated then by reference to the then existing circumstances.
6. UNDERTAKINGS
The Borrower hereby undertakes to the Security Trustee and each of the
Phase 2 Secured Parties that:-
(1) Notice of Charge: it will forthwith upon the execution of this Charge
give to the Account Bank a notice of this Charge in the form of
Schedule 1 (or in such other form as the Security Trustee and the
Borrower may agree) and use its reasonable endeavours to procure that
the Account Bank delivers to the Security Trustee an acknowledgment of
such notice in the form of Schedule 2 (or in such other form as the
Security Trustee and the Borrower may agree);
(2) Disposition: it will not (and will not agree, conditionally or
unconditionally, to), without the prior consent in writing of the
Security Trustee (such consent not to be unreasonably withheld), sell,
assign, transfer or otherwise dispose of, or create (or agree,
conditionally or unconditionally, to create) or have outstanding any
security on or over any part of the Charged Property or any interest
in the Charged Property, except for the security created by this
Charge or as expressly permitted under any of the other Financing
Documents;
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(3) Impairment of Security: it will not take or omit to take any action
the taking or omission of which will result in any impairment of this
Charge or of any of the rights created under this Charge; and
(4) Enforcement of Rights: after the occurrence of an Acceleration Event,
it will do or permit to be done each and every act or thing which the
Security Trustee may from time to time reasonably require to be done
for the purpose of enforcing the rights of the Security Trustee and
the Phase 2 Secured Parties under this Charge and will allow its name
to be used as and when reasonably required by the Security Trustee for
that purpose.
7. ENFORCEMENT
(A) Section 21: Section 21 of the Act shall not apply to this Charge.
(B) Power of Sale: The Security Trustee may exercise the power of sale
conferred on mortgagees by the Act (as varied and extended by this Charge) free
from the restrictions imposed by Section 25 thereof. The security created by
this Charge shall become enforceable and the power of sale and all other powers
conferred by the Act and/or this Charge shall arise and may be exercised by the
Security Trustee at any time after the occurrence of an Acceleration Event.
(C) Statutory Powers: The powers conferred by this Charge in relation to the
Charged Property or any part thereof on the Security Trustee shall be in
addition to and not in substitution for the powers conferred on mortgagees under
the Act, which shall apply to the security created by this Charge except insofar
as they are expressly or impliedly excluded. Where there is any ambiguity or
conflict between the powers contained in the Act and those conferred by this
Charge as aforesaid or where the powers or protections in this Charge are more
extensive or less restricted than those provided by the Act, then the terms of
this Charge shall prevail to the extent permitted by law.
8. ACCOUNT
(A) Account: The Borrower undertakes to the Security Trustee and each of the
Phase 2 Secured Parties that it will at all times during the continuance of this
Charge maintain with the Account Bank the Debt Service Reserve Account and it
will not withdraw (or attempt to withdraw), or deal with (or agree,
conditionally or unconditionally, to deal with) any of the money from time to
time standing to its credit in the Debt Service Reserve Account or purport or
attempt to do any other act or thing which may in any way delay or prejudice the
right of the Security Trustee and each of the Phase 2 Secured Parties and to
receive payment of such moneys in accordance with the provisions of this Charge.
(B) Security Trustee's Power: The Security Trustee (as trustee for the Phase 2
Secured Parties) shall have power at all times, either in its own name or in the
name of the Borrower, and without prior notice to the Borrower or any other
person, to withdraw, and where any moneys from time to time standing to the
credit of the Borrower in the Debt Service Reserve Account or any part thereof
is denominated in a currency other than the currency of the Secured Debt, to
convert such moneys into the currency of the Secured Debt, and apply such moneys
in the manner and order as set out in Clause 9 and generally to operate the Debt
Service Reserve Account and withdraw or deal with any of the money from time to
time standing to the credit of the Debt Service Reserve Account in such manner
as the Security Trustee (as trustee for the Phase 2 Secured Parties) may deem
fit for purposes of securing or protecting the interests or enforcing the rights
of the Security Trustee and each of the Phase 2 Secured Parties under this
Charge Provided That the Security Trustee shall as soon as reasonably
practicable after effecting any such withdrawal, conversion or other dealing,
give notice in writing thereof to the Borrower.
9. APPLICATION OF MONEYS
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Any moneys received by the Security Trustee under or pursuant to this
Charge and/or the powers conferred by this Charge shall be applied in accordance
with the provisions of Clause 8(C) of the Trust Deed.
10. INDEMNITY
(A) To Security Trustee: The Security Trustee shall at all times, after the
enforcement of the security constituted by this Charge, be held harmless and be
indemnified by the Borrower from and against all actions, losses, claims,
proceedings, costs, demands and liabilities suffered by the Security Trustee as
a result of the enforcement of the security constituted by this Charge
(including but not limited to all those powers vested in the Security Trustee
under or pursuant to Clause 7) unless such actions, losses, claims, proceedings,
costs, demands and liabilities shall have arisen, whether directly or
indirectly, out of the Security Trustee's wilful default or negligence.
(B) Repayment of Moneys: If, in connection with the enforcement of the security
constituted by this Charge, the Security Trustee sees fit to exercise its rights
hereunder with respect to the Charged Property or any part thereof or if the
Security Trustee makes any payment in respect of the Charged Property or any
part thereof which should have been borne by the Borrower, all moneys so
expended by the Security Trustee for the purposes aforesaid shall on demand be
repaid by the Borrower to the Security Trustee in the currency in which such
moneys were expended together with interest thereon calculated day by day from
the date such moneys were expended until full payment (whether before or after
judgment) at the rate per annum specified in Clause 18(B) of the Credit
Agreement.
11. DELEGATION
The Security Trustee may, at any time and from time to time with the prior
consent of the Borrower (such consent not to be unreasonably withheld), delegate
by power of attorney or in any other manner to any person or persons or
fluctuating body of persons (such person or persons to be approved by the
Borrower, such approval not to be unreasonably withheld) all or any of the
powers, authorities and discretions which are for the time being exercisable by
the Security Trustee under this Charge in relation to the Charged Property or
any part thereof and any such delegation may be made upon such terms and
conditions (including power to sub-delegate with the approval of the Borrower,
such approval not to be unreasonably withheld) and subject to such regulations
as the Security Trustee may reasonably think fit and the Security Trustee shall
not be in any way liable or responsible to the Borrower for any loss or damage
arising from any act, default, omission or misconduct on the part of any such
delegate or sub-delegate.
12. FURTHER ASSURANCE
The Borrower shall at its own expense execute and do all such assurances,
acts and things as the Security Trustee may reasonably require for perfecting or
protecting the security over the Charged Property or any part thereof or for
facilitating the realisation of the Charged Property and shall in particular
execute all transfers, conveyances, assignments and assurances relating to the
Charged Property (whether to the Security Trustee or to its nominees) and give
all notices, orders and directions which the Security Trustee may reasonably
think expedient.
13. POWER OF ATTORNEY
(A) Powers: The Borrower hereby by way of security irrevocably appoints the
Security Trustee and every such delegate or sub-delegate as aforesaid to be its
attorney and on its behalf and in its name or otherwise, at any time after the
occurrence of an Acceleration Event, to execute and do all such assurances, acts
and things which the Borrower ought to do under the covenants and provisions
contained in this Charge and generally in its name or otherwise and on its
behalf to
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exercise all or any of the powers, authorities and discretions conferred by or
pursuant to this Charge on the Security Trustee or any such delegate or
sub-delegate and (without prejudice to the generality of the foregoing) to seal
and deliver and otherwise perfect any deed, assurance, agreement, instrument or
act which it may deem proper in or for the purpose of exercising any of such
powers, authorities and discretions.
(B) Ratification: The Borrower hereby ratifies and confirms and agrees to
ratify and confirm whatever any such attorney as is mentioned in sub-Clause (A)
above shall do in the exercise of all or any of the powers, authorities and
discretions referred to in such sub-Clause.
14. AVOIDANCE OF PAYMENTS
No assurance, security or payment which may be avoided under any law
relating to bankruptcy or insolvency and no release, settlement or discharge
given or made by the Security Trustee or any of the Phase 2 Secured Parties on
the faith of any such assurance, security or payment, shall prejudice or affect
the right of the Security Trustee to enforce the security created by this Charge
in respect of the full extent of the moneys thereby secured. Any such release,
settlement or discharge shall be deemed to be made subject to the condition that
it will be void, if any payment or security which the Security Trustee or any of
the Phase 2 Secured Parties may have received from any person in respect of the
Secured Debt, is set aside under any applicable law or proves to have been for
any reason invalid.
15. REMEDIES AND WAIVERS
(A) Rights/Remedies: No failure on the part of the Security Trustee to
exercise, and no delay on its part in exercising, any right or remedy under this
Charge will operate as a waiver thereof, nor will any single or partial exercise
of any right or remedy preclude any other or further exercise thereof or the
exercise of any other right or remedy. The rights and remedies provided in this
Charge are cumulative and not exclusive of any rights or remedies provided by
law.
(B) Waiver/Consent: Any waiver or consent by the Security Trustee under this
Charge must be in writing and may be given subject to any conditions thought fit
by the Security Trustee. Any waiver or consent shall be effective only in the
instance and for the purpose for which it is given.
16. BENEFIT OF SECURITY
This Charge shall be binding upon and enure to the benefit of each party
hereto and its successors and permitted assigns. The Borrower may not assign or
transfer all or any part of its rights, benefits and obligations hereunder.
17. PARTIAL INVALIDITY
The illegality, invalidity or unenforceability of any provision of this
Charge under the law of any jurisdiction shall not affect its legality, validity
or enforceability under the law of any other jurisdiction nor the legality,
validity or enforceability of any other provision of this Charge.
18. COMMUNICATIONS
(A) Notices: Each demand, notice or other communication under this Charge shall
be made by fax, telex or otherwise in writing. Each communication or document to
be delivered to either party under this Charge shall be sent to it at the fax
number, telex number or address, and marked for the attention of the person (if
any), from time to time designated in writing by that party for the purpose of
this Charge. The initial fax number, telex number, address and person so
designated by the parties are set out below:-
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8
The Borrower : Chartered Silicon Partners Pte Ltd,
60, Woodlands Industrial Park D,
Street 2,
Singapore 738406.
Fax number : 360 4970
Attention : Legal Department
The Security : ABN AMRO Bank N.V., Singapore Branch
Trustee 63, Chulia Street,
5th Floor,
Singapore 049514.
Fax number : 536 7816
Telex number : RS 24396
Attention : Ms Sally Loh/Ms Patricia Teo
(B) Deemed Delivery: A demand, notice or other communication made or given to
the Borrower in accordance with sub-Clause (A) shall be effective
(notwithstanding that it is returned undelivered) and shall be deemed to be
received by it, if sent by fax or telex, on the day of despatch or, in any other
case, when left at the address required by sub-Clause (A) or within two days
after being sent by prepaid post addressed to that address.
19. GOVERNING LAW AND JURISDICTION
(A) Governing Law: This Charge shall be governed by, and construed in
accordance with, the laws of Singapore.
(B) Jurisdiction: The courts of Singapore shall have non-exclusive jurisdiction
to settle any dispute arising out of or in connection with this Charge.
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S C H E D U L E 1
FORM OF NOTICE OF ASSIGNMENT TO ACCOUNT BANK
From: Chartered Silicon Partners Pte Ltd
To: [Name of Account Bank]
Dear Sirs,
Re: Account No. [ ]
We hereby give you notice that by a DSRA account charge (the "Charge")
dated [ ], 2000 made between us and ABN AMRO Bank N.V., Singapore
Branch (the "Security Trustee"), as security trustee for itself and for the
Phase 2 Secured Parties referred to in the Charge, we have charged and assigned
absolutely to the Security Trustee, all our right, title and interest in and to
all moneys from time to time standing to the credit of the account [particulars
of account] (the "Debt Service Reserve Account") maintained by us with you and
all rights, benefits and proceeds of such moneys.
Accordingly, we are not entitled to withdraw or deal with any moneys from
the Debt Service Reserve Account nor receive any rights, benefits or proceeds of
such moneys except with the prior consent in writing of the Security Trustee or
save as permitted under Clause 16(B) of the Credit Agreement.
You are authorised at all times to act in accordance and fully comply with
any and all instructions from the Security Trustee to debit the Debt Service
Reserve Account and transfer the amount so debited to the Security Trustee.
This notice and the instructions herein contained are irrevocable and may
not be modified without the prior consent in writing of the Security Trustee.
Please acknowledge to the Security Trustee the receipt of this notice in
the form of the acknowledgment attached.
Dated [ ], 2000.
Yours faithfully,
For and on behalf of
CHARTERED SILICON PARTNERS PTE LTD
By:
-----------------------------
Name:
-----------------------------
Title:
-----------------------------
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S C H E D U L E 2
FORM OF ACKNOWLEDGEMENT OF NOTICE
From: [Name of Account Bank]
(as Account Bank)
To: ABN AMRO Bank N.V., Singapore Branch
(as Security Trustee)
Dear Sirs,
Re: Account No. [ ]
We acknowledge receipt of a notice of charge dated [ ], 2000, of which
the attached is a copy, and:-
(1) confirm that we have received no notice of any prior charge,
assignment or other security over the moneys referred to in the
notice;
(2) irrevocably and unconditionally agree not to set-off to your prejudice
the moneys referred to in the notice against any claim which we may
have against Chartered Silicon Partners Pte Ltd; and
(3) confirm that we will comply with the directions to us contained in the
notice.
Yours faithfully,
For and on behalf of
[NAME OF ACCOUNT BANK]
By:
---------------------------
Name:
--------------------------
Title:
-------------------------
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I N W I T N E S S W H E R E O F this Charge has been entered into on the
day stated at the beginning of this Charge.
THE BORROWER
The Common Seal of ) /S/ CHIA SONG HWEE
CHARTERED SILICON PARTNERS PTE LTD ) ----------------------
was hereunto affixed in ) /S/ ANGELA HON
the presence of:- ) ----------------------
Chia Song Hwee Director
-------------------------------
Angela Hon Secretary
-------------------------------
I, Christy Anne Lim, an Advocate and Solicitor of
----------------
the Supreme Court of the Republic of Singapore practising in Singapore hereby
certify that on 28th September, 2000 the Common Seal of CHARTERED SILICON
--------------
PARTNERS PTE LTD was duly affixed to the above Charge at Singapore in my
presence in accordance with the Articles of Association of CHARTERED SILICON
PARTNERS PTE LTD (which Articles of Association have been produced and shown to
me).
Witness my hand this 28th September, 2000.
--------------
THE SECURITY TRUSTEE
Signed, Sealed and Delivered by )
)
Rajan Ray and ) /s/ RAJAN RAY
------------------------------- ) ----------------------
)
Goh Chong Theng as ) /s/ GOH CHONG THENG
------------------------------- ) ----------------------
attorneys for and on behalf of )
ABN AMRO BANK N.V., SINGAPORE )
BRANCH )
in the presence of:- )
/s/ SIAN ONG
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