EX-4.4.1 Amendment dated as of March 27, 2007






Exhibit 4.4.1




	 	 	 
	Goldman Sachs International I Peterborough Court I 133 Fleet Street I London EC4A 2BB I Tel: 0207 774 1000

Registered in England no. 226395. Registered Office as above. Authorised and regulated by the

Financial Services Authority.

	 	




 



	 	 	 
	PATPAT600202057-32529TAPTAP
	 
	 	 
	REVISED CONFIRMATION
	 
	 	 
	DATE:

	 	March 27, 2007
	 
	 	 
	TO:

	 	CHARTERED SEMICONDUCTOR MANUFACTURING LTD
	 
	 	 
	FROM:

	 	Goldman Sachs International
	 
	 	 
	SUBJECT:

	 	American Call Option with Early Termination Provisions on
Ordinary Shares of Chartered Semiconductor Manufacturing
Ltd.
	 
	 	 
	OUR REF NO:

	 	LTAA1419140936.0.0.0 / 00643091201






This Confirmation supersedes and replaces all prior communications between the parties hereto
with respect to the Transaction described below.



The purpose of this revised communication is to set forth the terms and conditions of the above
referenced transaction entered into on the Trade Date specified below (the “Transaction”)
between Goldman Sachs International (“GSI”) and CHARTERED SEMICONDUCTOR MANUFACTURING LTD
(“Counterparty”). This communication supersedes and replaces all prior communication between
the parties hereto with respect to the Transaction described below. This communication
constitutes a “Confirmation” as referred to in the Swap Agreement specified below.



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



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



This Transaction constitutes a Share Option Transaction for the purposes of the Equity



1 of 11









 







Definitions. The terms of the particular Transaction to which
this Confirmation relates are as follows:



	 	 	 
	General Terms:
	 	 
	 
	 	 
	Trade Date:

	 	9 March 2007
	 
	 	 
	Option Style:

	 	American
	 
	 	 
	Option Type:

	 	Call
	 
	 	 
	Seller:

	 	Counterparty
	 
	 	 
	Buyer:

	 	GSI
	 
	 	 
	Shares:

	 	Ordinary shares of Chartered Semiconductor
Manufacturing Ltd.
(Bloomberg Code: CSM SP)
	 
	 	 
	Number of Options:

	 	214,800,000
	 
	 	 
	Option Entitlement:

	 	1 Share(s) per Option
	 
	 	 
	Strike Price:

	 	USD 1.408
	 
	 	 
	Premium:

	 	USD 8,060,000
	 
	 	 
	Premium Payment Date:

	 	16 March 2007
	 
	 	 
	Exchange:

	 	Singapore Exchange Securities Trading Limited
	 
	 	 
	Related Exchange:

	 	All Exchanges
	 
	 	 
	Procedure for Exercise:
	 	 
	 
	 	 
	Commencement Date:

	 	9 March 2007
	 
	 	 
	Exercise Date:

	 	As provided in Section 3.1(b) of the Equity
Definitions
	 
	 	 
	Latest Exercise Time:

	 	11.00am Singapore Time
	 
	 	 
	Expiration Time:

	 	The Valuation Time
	 
	 	 
	Expiration Date:

	 	29 March 2011
	 
	 	 
	Multiple Exercise:

	 	Applicable
	 
	 	 
	Settlement Date:

	 	3 Exchange Business Days following the relevant Valuation Date
	 
	 	 
	Minimum Number of Options:

	 	2,000,000






2 of 11









 





	 	 	 
	Seller Contact
Details for the
Purpose of Giving
Notice:

	 	Attention: Looi Lee Hwa, Edwin Chan and Jesline Teo

Fax: 65 63604790/65 6362 2909
	 
	 	 
	Buyer Contact
Details for the
Purpose of Giving
Notice:

	 	Attention: Equity Derivatives Operations
Fax: 852 2978 1699
	 
	 	 
	Valuation:
	 	 
	 
	 	 
	Valuation Time:

	 	As provided in Section 6.1 of the Equity Definitions
	 
	 	 
	Valuation Date:

	 	Each Exercise Date
	 
	 	 
	Settlement Terms:
	 	 
	 
	 	 
	Physical Settlement:

	 	Applicable, subject to the Cash Settlement and Early Termination provisions below
	 
	 	 
	Settlement Price:

	 	Strike Price
	 
	 	 
	Settlement Currency:

	 	USD
	 
	 	 
	Cash Settlement:

	 	Applicable at Counterparty’s election in lieu of
Physical Settlement subject as provided herein. If Counterparty so elects and subject to valid
exercise of the Options by GSI on the relevant Exercise Date, then Counterparty shall pay to GSI
on the relevant Cash Settlement Payment Date the Option Cash Settlement Amount.
	 
	 	 
	

	 	To elect Cash Settlement in lieu of Physical
Settlement in respect of an exercise of Options on an Exercise Date, Counterparty shall give
notice to GSI in respect of the election of Cash Settlement by no later than three hours
following the Latest Exercise Time on the relevant Exercise Date. Such election may be made in
respect of any or all of the Options exercised and Counterparty shall specify the number of
Options subject to such election in the notice. Any notice received after such time shall be
void. For the avoidance of doubt, (i) if GSI does not exercise the Options on such Exercise
Date, such notice shall be void and (ii) in the event GSI exercises the Options on such Exercise
Date, in the absence of receipt by GSI of a valid Cash Settlement notice from Counterparty,
Physical Settlement shall apply.
	 
	 	 
	Option Cash Settlement Amount:

	 	An amount in USD in respect of each Option exercised equal to (Closing Price on the relevant
Valuation Date — Strike Price) x Option Entitlement (if positive, otherwise zero).






3 of 11









 






	 	 	 
	Closing Price:

	 	The SGD closing price of one Share as
published by the Exchange on the relevant day
provided that if the Exchange does not
publish the closing price and the relevant
day is not a Disrupted Day, then the
Calculation Agent shall determine the
relevant closing price in good faith and a
commercially reasonable manner, divided by
the FX rate.
	 
	 	 
	FX Rate:

	 	The spot exchange rate expressed as the
amount of SGD per one USD as displayed at
11am Singapore time on Reuters Page
ABSIRFIX01 or any successor page on the
relevant day as determined by the Calculation
Agent, provided that if no such rate is
displayed at such time, then such exchange
rate as determined by the Calculation Agent
in good faith and a commercially reasonable
manner.
	 
	 	 
	Cash Settlement Payment Date:

	 	3 Exchange Business Days after the relevant Valuation Date
	 
	 	 
	Early Termination Provisions:
	 	 
	 
	 	 
	Early Termination:

	 	Counterparty may elect for an early
termination of this Transaction (“Early
Termination”) in whole or in part under the
following circumstances:
	 
	 	 
	 

	 	a) From and including 29 March 2007 to but
excluding the Expiration Date (“Higher Soft
Call Period”), if the Closing Price on each
of any 20 Exchange Business Days (each of
which must occur within the Higher Soft Call
Period, the last such day being the “Higher
Soft Call Date”) in any consecutive 30
Exchange Business Day period is equal to or
greater than the Higher Soft Call Strike
Price, as determined by the Calculation
Agent.
	 
	 	 
	 

	 	Counterparty may elect, upon notice to GSI,
on the Higher Soft Call Date, to terminate
and settle this Transaction early, in whole
or in part, subject to the Early Termination
Election Provisions below. For the avoidance
of doubt, (i) any portion of this
Transaction not terminated early shall
continue
under the terms hereof until the earlier of a
subsequent Early Termination and the
Expiration Date, (ii) Counterparty may elect
to terminate any or all of the remaining
portion of this Transaction early during the
Higher Soft Call Period each time the
condition described in paragraph (a) above is
satisfied.
	 
	 	 
	Higher Soft Call Strike Price:

	 	USD 1.76






4 of 11









 






	 	 	 
	Early Termination Election Provisions:

	 	To elect for Early Termination, Counterparty shall
give notice to GSI in respect of such election by
no later than three hours following the close of
trading on the Exchange on the relevant Higher
Soft Call Date. Any notice received after such
time shall be void. Such notice shall specify the
portion of the Transaction being terminated early
(the “Designated Portion”) and whether
Counterparty is electing for Cash Settlement or
Physical Settlement in respect of such Designated
Portion. In the absence of receipt by GSI of a
valid Cash Settlement notice from Counterparty,
Physical Settlement shall apply.
	 
	 	 
	 

	 	If Counterparty elects to early terminate all or
any part of this Transaction, the following shall
occur on the relevant Early Termination Settlement
Date. In respect of an Early Termination election
on:
	 
	 	 
	 

	 	a) a Higher Soft Call Date, if Physical Settlement
applies, Counterparty shall deliver to GSI the
Shares relating to the Designated Portion against
payment by GSI to Counterparty of an amount equal
to Strike Price in respect of each Share
delivered; and
	 
	 	 
	 

	 	b) a Higher Soft Call Date, if Cash Settlement
applies, Counterparty shall pay to GSI an amount
equal to (Closing Price on the relevant Higher
Soft Call Date — Strike Price) x number of Shares
relating to the Designated Portion.
	 
	 	 
	 

	 	The provisions of Article 9 of the Equity
Definitions shall apply to the settlement pursuant
to the Designated Portion under paragraph (a)
above as though it is a settlement of a Physically
Settled Call Option transaction with GSI as Buyer
and Counterparty as Seller, and for such purposes,
the amount of Shares relating to the Designated
Portion in the case of paragraph (a) shall be the
number of Options Exercised multiplied by the
Option Entitlement.
	 
	 	 
	Early Termination Settlement Date:

	 	3 Exchange Business Days following the relevant
Higher Soft Call Date. The Designated Portion of
the Transaction shall be terminated upon
settlement of the same in accordance with the
Early Termination Election Provisions.
	 
	 	 
	Provision of Notice:

	 	Any notice to be provided under in respect of a
Physical Settlement, Cash Settlement or Early
Termination may be provided by the relevant party
orally or in writing. If provided orally, the
party to






5 of 11









 






	 	 	 
	 

	 	whom oral notice is given shall be
provided with written confirmation
of such oral notification as soon as
reasonably practicable thereafter
provided that failure to provide
such written confirmation shall not
in any way prejudice the validity of
the earlier oral notification.
	 
	 	 
	 

	 	In respect of an exercise by GSI of
the Options under this Transaction
only, Counterparty has requested
that GSI use reasonably commercially
practicable efforts to notify
Counterparty 12 hours prior to an
actual exercise of the fact that it
is considering an exercise of the
Options. Any such notification shall
in no way oblige GSI to exercise the
Options at any subsequent time nor
shall a prior notification preclude
any subsequent notification or
exercise. Any failure to provide
such prior notification shall in no
way prejudice or limit GSI’s rights
or ability to exercise the Options
pursuant to the terms of this
Transaction. In addition,
Counterparty shall be solely
responsible for determining if any
such prior notification results or
could result in any disclosure,
reporting or filing obligation on
Counterparty to be made under
applicable laws, rules and
regulations and
Counterparty shall be solely
responsible for compliance with or
the failure to comply with any such
obligations. GSI makes no
representation or warranty in
respect thereof.
	 
	 	 
	Share Adjustments:
	 	 
	 
	 	 
	Method of Adjustment:

	 	Calculation Agent Adjustment. For
the avoidance of doubt and without
limiting the scope of Section 11.2
(c) of the Equity Definitions, “the
Higher Soft Call Strike Price” shall
be inserted after the words “the
Knock-out Price,” under
sub-paragraph (A) of that section.
	 
	 	 
	Ordinary Dividends:

	 	The terms of this Transaction assume
no ordinary dividends being declared
and/or paid by
Counterparty on the Shares. In the
event Counterparty declares and/or
pays any ordinary dividends on the
Shares prior to the Expiration Date,
the Calculation Agent may make such
adjustments to the terms of this
Transaction to reflect the economic
effect of such dividends. For the
avoidance of doubt, nothing in the
section shall limit or otherwise
prejudice the rights of GSI to make
any other adjustments to this
Transaction as may otherwise be
provided for under the Equity
Definitions.






6 of 11









 






	 	 	 
	Extraordinary Events:
	 	 
	 
	 	 
	Consequences of Merger Events:
	 	 
	 
	 	 
	Share-for-Share:

	 	Modified Calculation Agent Adjustment
	 
	 	 
	Share-for-Other:

	 	Cancellation and Payment (Calculation Agent
Determination)
	 
	 	 
	Share-for-Combined:

	 	Component Adjustment
	 
	 	 
	Stock Loan Rate:

	 	USD-LIBOR-BBA
	 
	 	 
	Tender Offer:

	 	Applicable
	 
	 	 
	Consequences of Tender Offers:
	 	 
	 
	 	 
	Share-for-Share:

	 	Modified Calculation Agent Adjustment
	 
	 	 
	Share-for-Other:

	 	Cancellation and Payment (Calculation Agent
Determination)
	 
	 	 
	Share-for-Combined:

	 	Component Adjustment
	 
	 	 
	Stock Loan Rate:

	 	USD-LIBOR-BBA
	 
	 	 
	Nationalisation, Insolvency or De-Listing Event:

	 	Cancellation and Payment (Calculation Agent Determination)
	 
	 	 
	Additional Disruption Events:
	 	 
	 
	 	 
	Change in Law:

	 	Applicable
	 
	 	 
	Insolvency Filing:

	 	Applicable
	 
	 	 
	Hedging Disruption:

	 	Applicable
	 
	 	 
	Hedging Party:

	 	GSI
	 
	 	 
	Loss of Stock Borrow:

	 	Applicable; furthermore Section 12.9(a)(vii) of the
Equity Definitions is amended by deleting words “at
a rate equal to or less than the Maximum Stock
Loan Rate” and replacing them with “at a rate of
return equal to or greater than zero.”
	 
	 	 
	Hedging Party:

	 	GSI
	 
	 	 
	Increased Cost of Stock
Borrow:

	 	Applicable; Section 12.9(a)(viii) is amended as
follows:

“Increased Cost of Stock Borrow” means that the
Hedging Party would incur a rate to borrow Shares
with respect to such Transaction that is materially
higher than the rate in effect on the Trade Date, in






7 of 11









 






	 	 	 
	 

	 	each case as determined by the Hedging Party in good faith and in a commercially
reasonable manner.
	 
	 	 
	Hedging Party:

	 	GSI
	 
	 	 
	Increased Cost of Hedging:

	 	Applicable
	 
	 	 
	Hedging Party:

	 	GSI
	 
	 	 
	Determining Party:

	 	GSI
	 
	 	 
	Non-Reliance:

	 	Applicable
	 
	 	 
	Agreements and Ackowledgements
Regarding Hedging Activities:

	 	Applicable
	 
	 	 
	Additional Ackowledgements:

	 	Applicable
	 
	 	 
	Transfer:

	 	Notwithstanding anything to the contrary in the
Agreement, GSI may assign, transfer and set over all rights, title and interest,
powers, privileges and remedies of GSI under this Transaction, in whole or in
part, to an affiliate of GSI that is guaranteed by The Goldman Sachs Group, Inc.
without the consent of Counterparty.
	 
	 	 
	GSI Payment Instructions:

	 	Citibank, New York
	 

	 	ABA 021-000089
	 

	 	A/c Goldman Sachs International
	 

	 	A/c No. 40616408
	 
	 	 
	Counterparty Payment Instructions:

	 	Please advise
	 
	 	 
	Calculation Agent:

	 	GSI






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




	a)	 	It is capable of making, and has made, its own independent investment decisions to
enter into the Transaction and as to whether the Transaction is appropriate and proper for
it based upon its own judgment and upon advice from such advisers as it has deemed
necessary. No communication (written or oral) received from Goldman Sachs shall be deemed
to be an assurance or guarantee as to the expected returns on the Transaction.
	 
	b)	 	It has been given the opportunity to obtain information from Goldman Sachs
concerning the terms and conditions of the Transaction and the Shares necessary for it to
evaluate the merits and risks of the Transaction and the Shares.
	 
	c)	 	It is not relying on any communication (written or oral) of Goldman Sachs as
investment advice or as a recommendation to enter into the Transaction and understands that
information and explanations related to the Transaction and the




8 of 11









 






	 	 	Shares shall not be considered investment advice or a recommendation to enter into the
Transaction.
	 
	d)	 	None of Goldman Sachs or any person representing or acting on behalf of Goldman Sachs is
acting as a fiduciary for, or an adviser to, it in connection with the entry into of
the Transaction and it has obtained such independent professional advice (including,
without limitation, legal advice) as it has deemed necessary in connection with the entry
into of the Transaction. In particular, it has obtained its own independent accounting
advice as to the appropriate accounting treatment of the Transaction and shall be
accounting for this Transaction in a manner consistent with such advice and in any event
in compliance with applicable laws, rules and regulations.
	 
	e)	 	The entry into of the Transaction does not and will not conflict with or result in a
breach or violation of any law or regulation applicable to dealings in the Shares
(including, without limitation, the rules of the Exchange) or otherwise breach or violate
any of Counterparty’s constitutional documents or any other material agreement which it
may have entered into.
	 
	f)	 	Neither it nor any of its affiliates, nor any persons acting on its or their behalf, has
engaged or will engage in any directed selling efforts (as defined under Rule 903 of
Regulation S (“Regulation S”) of the U.S. Securities Act of 1933, as amended (the
“Securities Act”)) with respect to any Shares to be delivered under this Transaction and
it will and shall procure that its affiliates will comply with the offering restrictions
requirement of Regulation S.
	 
	g)	 	Neither it nor any of its affiliates or any person acting on its or their behalf has taken or
will take, directly or indirectly, any action which was or is designed to stabilise or
manipulate, or which might reasonably be expected to cause or result in stabilisation or
manipulation of, the price of the Shares.
	 
	h)	 	Neither it nor any of its affiliates or any person acting on its or their behalf is in
possession of information which would, pursuant to securities laws (including insider
dealing laws) applicable to dealings in the Shares, preclude it from dealing in the Shares
and neither its most recent annual or interim financial statements nor any public
announcement made by it, whether pursuant to applicable laws, rules or regulations or
otherwise, contain, as of the date published and/or made, any material misstatement or
omission that could make the statements therein, in light of the circumstances under which
they were made, misleading.
	 
	i)	 	It will make or provide any disclosure required by applicable laws and regulations
(including pursuant to the securities laws or regulations in the jurisdiction of the
issuer of the Shares or the rules of the Exchange) or Goldman Sachs pursuant to any order
or request received by Goldman Sachs from any legal or regulatory body or authority in
connection with the entry into of the Transaction and notwithstanding any duty of
confidentiality owed by Goldman Sachs, Counterparty acknowledges and agrees that Goldman
Sachs may make such disclosure to any legal or regulatory body or authority as Goldman
Sachs shall consider necessary or appropriate regarding the Transaction or the Hedge
Positions, provided that Goldman Sachs shall, to the extent not precluded under law or
otherwise restricted by any such legal or regulatory body or authority, use reasonable
efforts to notify Counterparty of such order or request prior to making any such
disclosure.





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



9 of 11









 





Trade Date that:





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





Other Provisions:




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



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



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



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



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



Offices:





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




10 of 11









 






	 	(b)	 	The Office of Counterparty for this Transaction is [Please Provide].
	 
	 	 	 	 





Counterparty hereby agrees (a) to check this revised Confirmation (Reference No.:
LTAA1419140936.0.0.0) carefully and immediately upon receipt so that errors or discrepancies can
be promptly identified and rectified and (b) to confirm that the foregoing correctly sets forth
the terms of the agreement between GSI and Counterparty with respect to the particular Transaction
to which this Confirmation relates, by manually signing this Confirmation and providing the other
information requested herein and immediately returning an executed copy to Swap Administration,
facsimile No. +4420 7774 5115.



	 	 	 	 	 
	 	Very truly yours,




GOLDMAN SACHS INTERNATIONAL

 	 
	 	By:  	/s/ Matt Seager
 	 
	 	Name:  	Matt Seager
	 	Title:  	
Executive Director 	 
	 



Agreed and Accepted By:

CHARTERED SEMICONDUCTOR

MANUFACTURING LTD




	 	 	 	 	 
	 	 	 
	By:  	/s/ George Thomas
 	 	 
	Name:  	George Thomas 	 	 
	Title:  	Senior Vice President and Chief Financial Officer 	 
	 



Counterparty Reference Number:  [Please Provide]                              
                                 





11 of 11