exv4w2



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Exhibit 4.2




EXECUTION COPY




 

 








CHARTERED SEMICONDUCTOR MANUFACTURING LTD




AND




THE BANK OF NEW YORK

Trustee




$46,702,800




6.00% Amortizing Bonds due 2010




FOURTH SUPPLEMENTAL INDENTURE




Dated as of August 17, 2005




TO




INDENTURE




Dated as of April 2, 2001




 

 






 









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	 	 	Page	 
	ARTICLE ONE
	 	 	 	 
	DEFINITIONS
	 	 	 	 
	 
	 	 	 	 
	Section 1.1 Relation to Base Indenture
	 	 	1	 
	 
	 	 	 	 
	Section 1.2 Trustee
	 	 	1	 
	 
	 	 	 	 
	Section 1.3 Definitions
	 	 	2	 
	 
	 	 	 	 
	Section 1.4 Rules of Construction
	 	 	8	 
	 
	 	 	 	 
	Section 1.5 Acts of Holders
	 	 	8	 
	 
	 	 	 	 
	Section 1.6 Notices, etc., to Trustee and Company
	 	 	9	 
	 
	 	 	 	 
	Section 1.7 Notice to Holders; Waiver
	 	 	9	 
	 
	 	 	 	 
	ARTICLE TWO
	 	 	 	 
	FORM AND TERMS OF THE AMORTIZING BONDS
	 	 	 	 
	 
	 	 	 	 
	Section 2.1 Terms of the Amortizing Bonds
	 	 	10	 
	 
	 	 	 	 
	Section 2.2 Form and Dating
	 	 	12	 
	 
	 	 	 	 
	Section 2.3 Payment of Principal and Interest; Principal and Interest Rights Preserved
	 	 	13	 
	 
	 	 	 	 
	Section 2.4 Depository and Paying Agent for Amortizing Bonds
	 	 	14	 
	 
	 	 	 	 
	Section 2.5 Calculations
	 	 	14	 
	 
	 	 	 	 
	ARTICLE THREE
	 	 	 	 
	ADDITIONAL REDEMPTION PROVISIONS
	 	 	 	 
	 
	 	 	 	 
	Section 3.1 Redemption at Option of the Company
	 	 	14	 
	 
	 	 	 	 
	Section 3.2 Repurchase at Option of Holders
	 	 	16	 
	 
	 	 	 	 
	Section 3.3 Purchase of Amortizing Bonds
	 	 	18	 
	 
	 	 	 	 
	ARTICLE FOUR
	 	 	 	 
	DEFAULTS AND REMEDIES WITH RESPECT TO THE AMORTIZING BONDS
	 	 	 	 
	 
	 	 	 	 
	Section 4.1 Events of Default
	 	 	19	 
	 
	 	 	 	 
	Section 4.2 Acceleration of Maturity; Rescission and Annulment
	 	 	20	 
	 
	 	 	 	 
	Section 4.3 Collection of Indebtedness and Suits for Enforcement by Trustee
	 	 	21	 
	 
	 	 	 	 
	ARTICLE FIVE
	 	 	 	 
	COVENANTS
	 	 	 	 
	 
	 	 	 	 
	Section 5.1 Consolidation, Merger, Conveyance, Transfer or Lease
	 	 	21	 
	 
	 	 	 	 
	Section 5.2 Negative Pledge
	 	 	23	 
	 
	 	 	 	 
	Section 5.3 Payment of Principal, Interest and Additional Amounts
	 	 	24	 
	 
	 	 	 	 
	Section 5.4 Maintenance of Office or Agency
	 	 	25	 
	 
	 	 	 	 
	Section 5.5 Reports to Holders
	 	 	26	 






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(continued)




	 	 	 	 	 
	 	 	Page	 
	ARTICLE SIX
	 	 	 	 
	MISCELLANEOUS
	 	 	 	 
	 
	 	 	 	 
	Section 6.1 Effect of Headings
	 	 	26	 
	 
	 	 	 	 
	Section 6.2 Successors and Assigns
	 	 	26	 
	 
	 	 	 	 
	Section 6.3 Separability Clause
	 	 	26	 
	 
	 	 	 	 
	Section 6.4 Governing Law
	 	 	26	 
	 
	 	 	 	 
	Section 6.5 Satisfaction and Discharge; Legal Defeasance
	 	 	27	 
	 
	 	 	 	 
	Section 6.6 Covenant Defeasance
	 	 	27	 
	 
	 	 	 	 
	Section 6.7 Repayment to Company
	 	 	28	 
	 
	 	 	 	 
	Section 6.8 Place of Payment
	 	 	28	 
	 
	 	 	 	 
	Section 6.9 Jurisdiction
	 	 	28	 
	 
	 	 	 	 
	Section 6.10 Substitution of “principal amount” with “Remaining Principal Amount”
	 	 	29	 
	 
	 	 	 	 
	Section 6.11 Legend
	 	 	29	 











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EXHIBITS




Exhibit A FORM OF AMORTIZING BOND




 






Reconciliation and tie between Trust Indenture Act of 1939 and

Supplemental Indenture, dated as of August 17, 2005




	 	 	 	 	 
	§ 316(c)
	 	 	1.5	 








 




			
	Note:	 	This reconciliation and tie shall not, for any purpose, be deemed to be part of the
Indenture.




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     This FOURTH SUPPLEMENTAL INDENTURE, dated as of August 17, 2005, is by and between CHARTERED
SEMICONDUCTOR MANUFACTURING LTD, a Singapore limited liability company, having its principal office
at 60 Woodlands Industrial Park D, Street 2, Singapore 738406 and THE BANK OF NEW YORK, a U.S.
national banking association, as Trustee, having its principal office at One Canada Square, London
E14 5AL, UK.



WITNESSETH:




          WHEREAS, the Company and Wells Fargo Bank Minnesota, National Association (“Wells Fargo”)
executed and delivered an indenture, dated as of April 2, 2001, to provide for the issuance by the
Company from time to time of Securities to be issued in one or more series as provided in the
Indenture;




          WHEREAS, Wells Fargo and the Company entered into the First Supplemental Indenture, dated as
of April 2, 2001, naming Wells Fargo as trustee for 2.50% Senior Convertible Notes due 2006 (the
“Convertible Notes”);




          WHEREAS, the issuance and sale of up to $46,702,800 aggregate principal amount of a series of
the Company’s Securities due 2010 (the “Amortizing Bonds”) have been authorized by the
Board of Directors of the Company;




          WHEREAS, the Company desires to issue and sell $46,702,800 aggregate principal amount of the
Amortizing Bonds on the date hereof;




          WHEREAS, the Company desires to enter into this Supplemental Indenture pursuant to Section 9.1
of the Indenture to supplement the Indenture to establish the form and terms of the Amortizing
Bonds; and




          NOW, THEREFORE, for and in consideration of the premises stated herein and the purchase of the
Amortizing Bonds by the Holders thereof, the parties hereto hereby enter into this Supplemental
Indenture, for the equal and proportionate benefit of all Holders of Amortizing Bonds, as follows:








DEFINITIONS








Section 1.1 Relation to Base Indenture.




          This Supplemental Indenture constitutes an integral part of the Indenture. In the event of
inconsistencies between the Indenture and this Supplemental Indenture, the terms hereof shall
govern.








Section 1.2 Trustee




          The Trustee with respect to the Amortizing Bonds shall be The Bank of New York. For the sole
purpose of the issuance of the Amortizing Bonds, the Trustee acknowledges and agrees that (i) all
references to the “Trustee” under the Indenture as used with respect to the Amortizing Bonds shall
mean The Bank of New York and (ii) unless specifically provided otherwise in this Supplemental
Indenture, it shall be bound by the provisions of the Indenture (not taking into account any future
amendments of the Indenture unless specifically agreed to by the Company and The Bank of New York
in writing and approved by the Holders, if such approval is required under the relevant provisions
of the Indenture and




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this Supplemental Indenture) as if it is a party to the Indenture in place of Wells Fargo such
that The Bank of New York shall have the same obligations, rights and benefits under the Indenture
as Wells Fargo with respect to the Amortizing Bonds. For the avoidance of any doubt, Wells Fargo
shall continue to serve as the Trustee with respect to the outstanding Convertible Notes.








Section 1.3 Definitions. 




          All of the terms used in this Supplemental Indenture which are defined in the Indenture shall
have the meanings specified in the Indenture, unless otherwise provided herein or unless the
context otherwise requires, and for the purposes of this Supplemental Indenture, the following
terms have the meanings set forth in this Section:




          “Act” has the meaning specified in Section 1.5.




          “Additional Amounts” means any additional amounts which are required hereby, under
circumstances specified in the Indenture, to be paid by the Company in respect of certain taxes
imposed on Holders and which are owing to such Holders.




          “Additional Amortizing Bonds” means additional Amortizing Bonds that are issued under a
supplemental indenture after the date that Amortizing Bonds are first issued by the Company and
authenticated by the Trustee under this Supplemental Indenture, which will rank pari passu with the
Amortizing Bonds initially issued in all respects, and shall be consolidated and form a single
series with the Amortizing Bonds and shall have the same terms as to status, redemption or
otherwise as the Amortizing Bonds.




          “Agent Members” has the meaning specified in Section 2.2.2.




          “Amortizing Bonds” has the meaning set forth in the recitals.




          “Attributable Indebtedness” means, when used in connection with a Sale and Leaseback
Transaction, at any date as of which the amount thereof is to be determined, the product of: (i)
the net proceeds from such Sale and Leaseback Transaction multiplied by (ii) a fraction, the
numerator of which is the number of full years of the term of the lease relating to the Property
involved in such Sale and Leaseback Transaction (without regard to any options to renew or extend
the term) remaining at the date of the making of such computation, and the denominator of which is
the number of full years of the term of such lease (without regard to any options to renew or
extend the term) measured from the first day of the term.




          “Beneficial Ownership” has the meaning specified in Rules 13d-3 and 13d-5 of the Exchange Act.




          “Capital Stock” of any Person means any and all shares, interests (including partnership
interests), participations or other equivalents (however designated) of capital stock of such
Person whether now outstanding or issued after the date of this Supplemental Indenture, including,
without limitation, all common stock and preferred stock.




          “Capitalized Lease Obligation” means any obligation to pay rent or other amounts under a lease
of (or other agreement conveying the right to use) real or personal property that is required to be
classified and accounted for as a capital lease or obligation in accordance with U.S. GAAP and, for
the




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purposes of this Supplemental Indenture, the amount of such obligation at any date shall be
the capitalized amount thereof at such date, determined in accordance with U.S. GAAP.




          “Clearstream” means Clearstream Banking, société anonyme.




          “Company” means the Person named as the “Company” in the first paragraph of this Supplemental
Indenture, until a successor Person shall have become such pursuant to the applicable provisions of
this Supplemental Indenture, and thereafter “Company” shall mean such successor Person.




          “Company’s Authorized Agent” has the meaning specified in Section 6.9.




          “Common Depository” means The Bank of New York or its nominee.




          “Control” means (i) possession, directly or indirectly, of more than 50% of the Voting
Securities of the Company, or (ii) the ability, directly or indirectly, to influence any decision
of, or to direct or cause the direction of, the Company’s management and policies, including
decisions pertaining to operations and maintenance.




          “corporation” includes corporations, associations, companies and business trusts.




          “Consolidated Net Assets” means, as of any date of determination, the sum of the amount that
would appear on the Company’s consolidated balance sheet as the total assets (less accumulated
depreciation and amortization, allowances for doubtful receivables, other applicable provisions and
other properly deductible items), after giving effect to purchase accounting and after deducting
therefrom consolidated current liabilities and, to the extent otherwise included, the amounts of:





     (i) the excess of cost over fair market value of assets or businesses acquired;




     (ii) any revaluation or other write-up in book value of assets subsequent to
the last day of the fiscal quarter immediately preceding the issue date as a result
of a change in the method of valuation in accordance with U.S. GAAP;




     (iii) unamortized debt discount and expenses and other unamortized deferred
charges, goodwill, patents, trademarks, service marks, trade names, copyrights,
licenses, organization or developmental expenses and other intangible items;




     (iv) minority interests in consolidated Subsidiaries held by Persons other than
the Company or its Subsidiaries;




     (v) treasury stock (if any are permitted under applicable law); and




     (vi) cash or securities set aside and held in a sinking or other analogous fund
established for the purpose of redemption or other retirement of Capital Stock to
the extent such obligation is not reflected in consolidated current liabilities.



          “Convertible Notes” has the meaning set forth in the recitals.




          “Defaulted Interest” has the meaning specified in Section 2.3.




          “Defaulted Principal” has the meaning specified in Section 2.3.




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          “Depository” means each of Euroclear and Clearstream or such other clearing agency that is
designated to act as the depository for the Amortizing Bonds.




          “Event of Default” has the meaning specified in Section 4.1.




          “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.




          “Euroclear” means Euroclear Bank S.A./N.V.




          “Global Note” has the meaning specified in Section 2.2.1.




          “Group” has the meaning as used in Rules 13d-3 and 13d-5 of the Exchange Act.




          “Holder” means a Person in whose name an Amortizing Bond is registered in the Security
Register.




          “Indebtedness” means, except as provided otherwise in Section 5.2 for the purposes of Section
5.2 only, with respect to any Person on any date of determination:




             (i) the principal of and premium (if any) in respect of:





     (A) indebtedness of such Person for money borrowed; and




     (B) indebtedness evidenced by notes, debentures, bonds or other similar
instruments for the payment of which such Person is responsible or liable;




(ii) all Capitalized Lease Obligations of such Person and all Attributable
Indebtedness in respect of Sale and Leaseback Transactions entered into by such
Person;




(iii) all obligations of such Person created or arising under conditional sale
obligations or title retention agreements or similar agreements related to the
deferred purchase price of Property (but excluding trade accounts payable arising in
the ordinary course of business and other short-term accounts payable arising in
connection with capital expenditures incurred in the ordinary course of business);




(iv) all obligations of such Person for the reimbursement of any obligor on any
letter of credit or banker’s acceptance (other than obligations with respect to
letters of credit securing obligations (other than obligations described in (i),
(ii) or (iii) above) entered into in the ordinary course of business of such Person
to the extent such letters of credit are not drawn upon or, if and to the extent
drawn upon, such drawing is reimbursed no later than the third Business Day
following receipt by such Person of a demand for reimbursement following payment on
the letter of credit);




(v) the amount of all obligations of such Person with respect to the repayment of
any preference shares (but excluding, in each case, any accrued dividends);




(vi) all obligations of the type referred to in (i) through (v) above of other
Persons and all dividends of other Persons for the payment of which, in either case,
such Person is responsible or liable, directly or indirectly, as obligor, guarantor
or otherwise, including by means of any guarantee;



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(vii) all obligations of the type referred to in (i) through (vi) above of other
Persons secured by any lien on any Property of such Person (whether or not such
obligation is assumed by such Person), the amount of such obligation being deemed to
be the lesser of the value of such property and the amount of the obligation so
secured; and




(viii) to the extent not otherwise included in this definition, obligations of such
Person hedging any of the Indebtedness obligations referred to above.



          The amount of Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and the maximum liability, upon the
occurrence of the contingency giving rise to the obligation, of any contingent obligations at such
date.




          “Indenture” means the indenture, dated as of April 2, 2001, between the Company and Wells
Fargo, as originally executed and as it may from time to time be supplemented or amended by one or
more supplemental indentures entered into between the Company and The Bank of New York pursuant to
the applicable provisions thereof, including, for all purposes of this instrument and any such
supplemental indenture, the provisions of the Trust Indenture Act that are deemed to be a part of
and govern this instrument and any such supplemental indenture, respectively.




          “Interest Payment Date” means the Stated Maturity of an installment of interest on the
Amortizing Bonds.




          “Material Subsidiary” means any Subsidiary of the Company whose consolidated net revenues or
Consolidated Net Assets as shown on its most recent audited consolidated financial statements
represent 10% or more of the Company’s consolidated net revenues or Consolidated Net Assets, as
shown on the Company’s most recent audited consolidated financial statements.




          “Maturity”, when used with respect to any Amortizing Bond, means the date on which the
principal of such Amortizing Bond or an installment of principal becomes due and payable as therein
or herein provided, whether at the Stated Maturity or by declaration of acceleration, notice of
redemption, notice of option to elect repayment or otherwise.




          “New York Court” has the meaning specified in Section 6.9.




          “Outstanding”, when used with respect to the Amortizing Bonds, means, as of the date of
determination, all Amortizing Bonds theretofore authenticated and delivered under this Supplemental
Indenture, except:





(i) Amortizing Bonds theretofore cancelled by the Trustee or delivered to the Trustee for
cancellation, including those surrendered for payment, redemption or repayment;




(ii) Amortizing Bonds, or portions thereof, for whose payment or redemption or repayment at
the option of the Holder money in the necessary amount has been theretofore deposited with
the Trustee or any Paying Agent (other than the Company) in trust or set aside and
segregated in trust by the Company (if the Company shall act as its own Paying Agent) for
the Holders of such Amortizing Bonds; provided that, if such Amortizing Bonds are to be
redeemed, notice of such redemption has been duly given pursuant to this Supplemental
Indenture or provision therefor satisfactory to the Trustee has been made; or



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(iii) Amortizing Bonds which have been paid pursuant to Section 5.2 or in exchange for or in
lieu of which other Amortizing Bonds have been authenticated and delivered pursuant to this
Supplemental Indenture, other than any such Amortizing Bonds in respect of which there shall
have been presented to the Trustee proof satisfactory to it that such Amortizing Bonds are
held by a bona fide purchaser in whose hands the Amortizing Bonds are valid obligations of
the Company; provided, however, that in determining whether the Holders of the requisite
principal amount of Amortizing Bonds Outstanding have given any request, demand,
authorization, direction, notice, consent or waiver hereunder, and for the purpose of making
the calculations required by TIA Section 313, Amortizing Bonds owned by the Company or any
other obligor upon the Amortizing Bonds or any Affiliate of the Company or such other
obligor shall be disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in making such calculation or in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only Amortizing
Bonds which the Trustee knows to be so owned shall be so disregarded. Amortizing Bonds so
owned which have been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to
such Amortizing Bonds and that the pledgee is not the Company or any other obligor upon the
Amortizing Bonds or any Affiliate of the Company or such other obligor.



          “Paying Agent” means any Person authorized by the Company to pay the principal of or interest
on any Amortizing Bonds on behalf of the Company.




          “Payment Date” means in respect of the payment of any installment of principal and interest on
the Amortizing Bonds, the Stated Maturity of such installment.




          “Person” means any individual, corporation, partnership, joint venture, association, joint
stock company, trust, unincorporated organization or government or any agency or political
subdivision thereof.




          “Predecessor Security” of any particular Amortizing Bond means every previous Amortizing Bond
evidencing all or a portion of the same indebtedness as that evidenced by such particular
Amortizing Bond; and, for the purposes of this definition, any Amortizing Bond authenticated and
delivered under Section 2.8 of the Indenture in exchange for a mutilated security or in lieu of a
lost, destroyed or stolen Amortizing Bond shall be deemed to evidence the same indebtedness as the
mutilated, lost, destroyed or stolen Amortizing Bond.




          “Property” of any Person means all types of real, personal, tangible, intangible or mixed
property (including any related contractual rights) owned by such Person whether or not included in
the most recent consolidated balance sheet of such Person under U.S. GAAP.




          “Redemption Date”, when used with respect to any Amortizing Bond to be redeemed, in whole or
in part, means the date fixed for such redemption by or pursuant to this Supplemental Indenture.




          “Redemption Price”, when used with respect to any Amortizing Bond to be redeemed, means the
price at which it is to be redeemed pursuant to this Supplemental Indenture.




          “Regular Record Date” for the principal and interest payable on any Payment Date, means the
February 2 or August 2 (whether or not a Business Day), as the case may be, immediately preceding
such Payment Date.




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          “Remaining Principal Amount”, when used with respect to any Amortizing Bond, means the sum of
remaining principal payments with regard to such Amortizing Bond.




          “Repayment Date”, when used with respect to any Amortizing Bond to be repaid at the option of
the Holder, means the date fixed for such repayment pursuant to this Supplemental Indenture.




          “Repayment Notice Date” has the meaning specified in Section 12.1.




          “Repayment Event” means any event where (a) Temasek ceases to beneficially own at least 30% of
the Company’s Voting Securities; (b) any “person” or “group” (as such terms are used in Sections
13(d) and 14(d) of the Exchange Act) acquires Beneficial Ownership of the Company’s Voting
Securities that is greater than the Beneficial Ownership of Temasek of the Company’s Voting
Securities; or (c) Temasek ceases to Control the Company.




          “Repayment Price”, when used with respect to any Amortizing Bond to be repaid at the option of
the Holder, means the price at which it is to be repaid pursuant to this Supplemental Indenture.




          “Sale and Leaseback Transaction” means any arrangement with any Person pursuant to which
Property is sold or transferred by such Person and such Property or substantially identical
Property is, in a substantially contemporaneous transaction, leased back from the purchaser or
transferee thereof by such Person or one of its Subsidiaries.




          “Security Register” means the register kept by the Registrar with respect to the Amortizing
Bonds pursuant to Section 2.4 of the Indenture.




          “Singapore Exchange” means the Singapore Exchange Securities Trading Limited.




          “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the
Trustee as specified in Section 2.3.




          “Stated Maturity”, when used with respect to any Indebtedness or any installment of principal
thereof or interest thereon, means the date specified in the instrument evidencing or governing
such Indebtedness as the fixed date on which the principal amount of such Indebtedness or such
installment of principal or interest is due and payable.




          “Supplemental Indenture” means this instrument as originally executed and as it may from time
to time be supplemented or amended by one or more supplemental indentures supplemental hereto
entered into pursuant to the applicable provisions hereof, including, for all purposes of this
instrument and any such supplemental indenture, the provisions of the Trust Indenture Act that are
deemed to be a part of and govern this instrument and any such supplemental indenture,
respectively.




          “Temasek” means Temasek Holdings (Private) Limited.




          “Trustee” means, pursuant to Section 1.2, The Bank of New York until a successor Trustee shall
have become such pursuant to the applicable provisions of this Supplemental Indenture, and
thereafter “Trustee” shall mean such successor Trustee.




          “U.S. GAAP” means generally accepted accounting principles in the United States, consistently
applied, that are in effect from time to time.




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          “Voting Securities” refers to all of the Company’s outstanding securities entitled to vote
generally in elections of the Company’s directors.




          “Wells Fargo” has the meaning specified in the recitals.








Section 1.4 Rules of Construction.




          (i) A reference to “dollars”, “$” or “US$” is to the legal currency in the United States of
America.




          (ii)A reference to “S$” is to the legal currency in the Republic of Singapore.








Section 1.5
Acts of Holders.




          (a) Any request, demand, authorization, direction, notice, consent, waiver or other action
provided by this Supplemental Indenture to be given or taken by Holders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by such Holders in
person or by agent duly appointed in writing; and, except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are delivered to the Trustee
and, where it is hereby expressly required, to the Company. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the
Holders signing such instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this Supplemental
Indenture and conclusive in favor of the Trustee and the Company, if made in the manner provided in
this Section.




          (b) The fact and date of the execution by any Person of any such instrument or writing may be
proved by the affidavit of a witness of such execution or by a certificate of a notary public or
other officer authorized by law to take acknowledgments of deeds, certifying that the individual
signing such instrument or writing acknowledged to him the execution thereof. Where such execution
is by a signer acting in a capacity other than his individual capacity, such certificate or
affidavit shall also constitute sufficient proof of authority. The fact and date of the execution
of any such instrument or writing, or the authority of the Person executing the same, may also be
proved in any other manner that the Trustee deems sufficient.




          (c) The ownership, principal amount and serial numbers of Amortizing Bonds held by any Person,
and the date of holding the same, shall be proved by the Security Register.




          (d) If the Company shall solicit from the Holders of Amortizing Bonds any request, demand,
authorization, direction, notice, consent, waiver or other Act, the Company may, at its option, by
or pursuant to a Board Resolution, fix in advance a record date for the determination of Holders
entitled to give such request, demand, authorization, direction, notice, consent, waiver or other
Act, but the Company shall have no obligation to do so. Notwithstanding TIA Section 316(c), such
record date shall be the record date specified in or pursuant to such Board Resolution, which shall
be a date not earlier than the date 30 days prior to the first solicitation of Holders generally in
connection therewith and not later than the date such solicitation is completed. If such a record
date is fixed, such request, demand, authorization, direction, notice, consent, waiver or other Act
may be given before or after such record date, but only the Holders of record at the close of
business on such record date shall be deemed to be Holders for the purposes of determining whether
Holders of the requisite proportion of Amortizing Bonds Outstanding have authorized or agreed or
consented to such request, demand, authorization, direction, notice, consent, waiver or other Act,
and for that purpose the Amortizing Bonds Outstanding shall be




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computed as of such record date; provided that no such authorization, agreement or consent by
the Holders on such record date shall be deemed effective unless it shall become effective pursuant
to the provisions of this Supplemental Indenture not later than 180 days after the record date.




          (e) Any request, demand, authorization, direction, notice, consent, waiver or other Act of the
Holder of any Amortizing Bond shall bind every future Holder of the same Amortizing Bond and the

Holder of every Amortizing Bond issued upon the registration of transfer thereof or in exchange
therefor or in lieu thereof in respect of anything done, omitted or suffered to be done by the
Trustee or the Company in reliance thereon, whether or not notation of such action is made upon
such Amortizing Bond.








Section 1.6 Notices, etc., to Trustee and Company.




          Any request, demand, authorization, direction, notice, consent, waiver or act of Holders or
other document provided or permitted by this Supplemental Indenture to be made upon, given or
furnished to, or filed with,




          (a) the Trustee by any Holder or by the Company shall be sufficient for every purpose
hereunder if made, given, furnished or filed in writing to or with the Trustee at the address of
its principal office specified in the first paragraph of this Supplemental Indenture, or at any
other addresses previously furnished in writing to each Holder or the Company by the Trustee, or




          (b) the Company by the Trustee or by any Holder shall be sufficient for every purpose
hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class
postage prepaid, to the Company addressed to it at the address of its principal office specified in
the first paragraph of this Supplement Indenture, or at any other address previously furnished in
writing to the Trustee by the Company.




          All notices delivered hereunder shall be in English and shall be deemed effective when
actually received.








Section 1.7 Notice to Holders; Waiver.




          Where this Supplemental Indenture provides for notice of any event to Holders by the Company
or the Trustee, such notice shall be sufficiently given (unless otherwise herein expressly
provided) if in writing and mailed, first-class postage prepaid, to each Holder affected by such
event, at his address as it appears in the Security Register, not later than the latest date (if
any), and not earlier than the earliest date (if any), prescribed for the giving of such notice.
In any case where notice to Holders is given by mail, neither the failure to mail such notice, nor
any defect in any notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Any notice mailed to a Holder in the manner herein
prescribed shall be conclusively deemed to have been received by such Holder, whether or not such
Holder actually receives such notice. Where this Supplemental Indenture provides for notice in any
manner, such notice may be waived in writing by the Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such notice. Waivers of
notice by Holders shall be filed with the Trustee, but such filing shall not be a condition
precedent to the validity of any action taken in reliance upon such waiver.




          In case, by reason of the suspension of or irregularities in regular mail service or by reason
of any other cause, it shall be impracticable to mail notice of any event to Holders when such
notice is required to be given pursuant to any provision of this Supplement Indenture, then any
manner of




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giving such notice as shall be satisfactory to the Trustee shall be deemed to be a sufficient
giving of such notice for every purpose hereunder.




          In addition, the Company shall publish any notices to Holders as necessary, including in
English in the Financial Times, and The Wall Street Journal, provided that for so long as any
Amortizing Bonds are represented by Global Notes, notices may be given by delivery of the relevant
notice to Euroclear and Clearstream, for communication by them to their respective participants in
substitution for publication in any such newspaper. If at any time publication in any such
newspaper is not practicable, notices will be valid for the purposes of this section if published
in an English language newspaper selected by the Company with general circulation in the market
regions otherwise covered by the Financial Times and The Wall Street Journal. Any such notice shall
be deemed to have been given on the date of such publication or, if published more than once on
different dates, on the first date on which publication is made.








FORM AND TERMS OF THE AMORTIZING BONDS








Section 2.1 Terms of the Amortizing Bonds.




          The Amortizing Bonds shall have the following terms, established pursuant to Section 2.2. of
the Indenture:




          2.1.1 Pursuant to Section 2.2.1. of the Indenture, the title of the Amortizing Bonds to be
issued as a series of Securities under the Indenture shall be the “6.00% Amortizing Bonds due
2010”.




          2.1.2 Pursuant to Section 2.2.2. of the Indenture, the Amortizing Bonds shall be issued at a
price equal to 100% of the aggregate principal amount thereof.




          2.1.3 Pursuant to Section 2.2.3. of the Indenture, the aggregate principal amount of the
Amortizing Bonds that may be authenticated and delivered under this Supplemental Indenture shall be
limited to US$46,702,800. In addition, the Company shall be permitted to issue additional notes
that are fully fungible with the Amortizing Bonds including in respect of their principal amount,
interest rate, redemption dates and terms and conditions of redemption without the consent of the
Holders. In the event the Company does so issue such Additional Amortizing Bonds, provided that
the terms and conditions of such Additional Amortizing Bonds so allow, the Company may consolidate
all such Additional Amortizing Bonds, for purposes of redemptions, so that redemptions would be
made without any distinction in respect of the Amortizing Bonds and all Additional Amortizing Bonds
subsequently issued. In the event of such consolidation, the Holders and the holders of such
Additional Amortizing Bonds would be deemed to be, and treated as though they were, members of a
single class.




          2.1.4 Pursuant to Section 2.2.4. of the Indenture, the principal amount of the Amortizing Bonds
shall be payable in installments in accordance with the schedule set forth below. The principal
amount of the Amortizing Bonds shall be payable semi-annually on February 17 and August 17 of each
year to Holders of record on February 2 or August 2 (whether or not a Business Day) immediately
preceding the applicable Payment Date. For each Amortizing Bond with an original principal amount
of $1,556.76, the amount of the installment of principal payable on each payment date shall be as
follows (the pooling factor, which at any time is equal to the percentage of original principal
that is scheduled to remain outstanding and unpaid with respect to the Amortizing Bond after the
installment of principal




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payable on such date is paid, as listed below is for reference only by the Clearing Systems
and does not in any way affect the rights of the parties under this Supplemental Indenture or the
Indenture):




	 	 	 	 	 	 	 	 	 
	Payment Date	 	Principal Installment	 	 	Pooling Factor	 
	February 17, 2006
	 	$	135.80	 	 	91.2767543%	 
	August 17, 2006
	 	$	139.87	 	 	82.2920681%	 
	February 17, 2007
	 	$	144.07	 	 	73.0375909%	 
	August 17, 2007
	 	$	148.39	 	 	63.5056142%	 
	February 17, 2008
	 	$	152.84	 	 	53.6877875%	 
	August 17, 2008
	 	$	157.43	 	 	43.5751176%	 
	February 17, 2009
	 	$	162.15	 	 	33.1592538%	 
	August 17, 2009
	 	$	167.01	 	 	22.4312033%	 
	February 17, 2010
	 	$	172.02	 	 	11.3813305%	 
	August 17, 2010
	 	$	177.18	 	 	 	              0%	 






          2.1.5 Pursuant to Section 2.2.5. of the Indenture, the Amortizing Bonds shall bear interest on
the Remaining Principal Amount at a rate equal to 6.00% per annum; interest on the Amortizing Bonds
shall accrue from August 17, 2005, or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, until the principal hereof is paid or duly provided for;
interest on the Amortizing Bonds shall be payable semi-annually in arrears in cash on February 17
and August 17 of each year to Holders of record on February 2 or August 2 (whether or not a
Business Day) immediately preceding the applicable Interest Payment Date. Interest on the
Amortizing Bonds shall be computed from and including the prior Interest Payment Date (or, in the
case of the first Interest Payment Date, from and including August 17, 2005) to but excluding the
next Interest Payment Date on the basis of a 360-day year consisting of twelve 30-day months. In
the event that any principal or interest on the Amortizing Bonds is not paid when due, whether at
Maturity or otherwise, then except to the extent permitted by law, such overdue principal and
interest shall bear interest until paid at the rate of interest set forth in this Section 2.1.5.,
compounded semi-annually.




          2.1.6 Pursuant to Section 2.2.6. of the Indenture, the place or places where the principal of
and interest in the Amortizing Bonds shall be payable shall be as set forth in the Amortizing
Bonds, the form of which is attached hereto as Exhibit A.




          2.1.7 Pursuant to Section 2.2.7. of the Indenture, the Amortizing Bonds shall be subject to
redemption at the option of the Company as set forth in Section 3.1 of this Supplemental Indenture.




          2.1.8 Pursuant to Section 2.2.8. of the Indenture, the Company shall not be obligated to redeem
or purchase the Amortizing Bonds pursuant to any sinking fund or at the option of a Holder thereof
prior to maturity.




          2.1.9 Pursuant to Section 2.2.9. of the Indenture, the Company shall be obligated to repurchase
the Amortizing Bonds at the option of the Holders thereof as set forth in Article Twelve
established under Section 3.2 of this Supplemental Indenture.




          2.1.10 Pursuant to Section 2.2.11. of the Indenture, the Amortizing Bonds shall be issuable in
denominations of an original principal amount of $1,556.76 and integral multiples thereof.




          2.1.11 Pursuant to Section 2.2.12. of the Indenture, the Amortizing Bonds shall be issued
initially in the form of a Global Note in definitive, fully registered form without interest
coupons in




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substantially the form of Exhibit A hereto, as more specifically described in Section 2.2 of
this Supplemental Indenture.




          2.1.12 Pursuant to Section 2.2.13. of the Indenture, the Remaining Principal Amount of the
Amortizing Bonds together with any accrued, but unpaid, interest thereon shall be payable upon
declaration of acceleration thereof pursuant to Section 6.2 of the Indenture as amended by this
Supplemental Indenture.




          2.1.13 Pursuant to Section 2.2.14. of the Indenture, the currency of denomination of the
Amortizing Bonds shall be U.S. dollars.




          2.1.14 Pursuant to Section 2.2.15. of the Indenture, the currency in which payment of the
principal of and interest on the Amortizing Bonds shall be U.S. dollars.




          2.1.15 Pursuant to Section 2.2.18. of the Indenture, the Amortizing Bonds shall not be secured
by any collateral, except as may be provided in Section 5.1 of this Supplemental Indenture. The
Amortizing Bonds shall not be guaranteed by any Person.




          2.1.16 Pursuant to Section 2.2.19 of the Indenture, the Events of Default which apply to the
Amortizing Bonds and the right of the Trustee and Holders of Amortizing Bonds to declare the
principal amount thereof due and payable pursuant to Section 6.2 of the Indenture as amended by
this Supplemental Indenture are set forth in Article Five of this Supplemental Indenture.




          2.1.17 Pursuant to Section 2.2.20 of the Indenture, additions to or changes in the covenants
set forth in Articles IV or V of the Indenture which apply to the Amortizing Bonds are set forth in
Article Five of this Supplemental Indenture.




          2.1.18 Pursuant to Section 2.2.21 of the Indenture, the Amortizing Bonds shall be unsecured,
senior and unsubordinated obligations of the Company.




          2.1.19 Pursuant to Section 2.2.22 of the Indenture, the Company hereby appoints the Depository,
the Paying Agent and the Registrar as set forth in Section 2.4.








Section 2.2 Form and Dating.




          The Amortizing Bonds and the Trustee’s certificate of authentication shall be substantially in
the form of Exhibit A attached hereto. The Amortizing Bonds may have notations, legends or
endorsements required by law, stock exchange rule or usage. Each Amortizing Bond shall be dated
the date of its authentication.




          The terms and provisions contained in the Amortizing Bonds shall constitute, and are hereby
expressly made, a part of this Supplemental Indenture and the Company and the Trustee, by their
execution and delivery of this Supplemental Indenture, expressly agree to such terms and provisions
and to be bound thereby.




          2.2.1 Global Notes. Amortizing Bonds initially shall be represented by global notes which
shall be deposited on behalf of the purchasers of the Amortizing Bonds represented thereby with the
Common Depository at its London office, and registered in the name of the Common Depository or a
nominee of the Common Depository, duly executed by the Company and authenticated by the Trustee as
provided in Section 2.2.2 (the “Global Note”). The aggregate principal amount of the
Global Notes may




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from time to time be increased or decreased by adjustments made on the records of the Trustee
and the Depositories or their nominee as hereinafter provided.




          2.2.2 Book-Entry Provisions. This Section 2.2.2 shall apply only to the Global Note deposited
with or on behalf of the Depositories.




          The Company shall execute and the Trustee shall, in accordance with this Section 2.2.2.,
authenticate and deliver the Global Note that (i) shall be registered in the name of the Common
Depository or a nominee of the Common Depository and (ii) shall be delivered by the Trustee to the
Common Depository or pursuant to the Depositories’ instructions or held by the Trustee.




          Members of, or participants in, the Depositories (“Agent Members”) shall have no
rights either under this Supplemental Indenture with respect to any Global Note held on their
behalf by Euroclear and Clearstream or their nominee or under such Global Note, and the Common
Depository or a nominee of the Common Depository may be treated by the Company, the Trustee and any
agent of the Company or the Trustee as the absolute owner of such Global Note for all purposes.
Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent
of the Company or the Trustee from giving effect to any written certification, proxy or other
authorization furnished by the Depositories or impair, as between the Depositories and their Agent
Members, the operation of customary practices of such Depositories governing the exercise of the
rights of an owner of a beneficial interest in the Global Note.




          2.2.3 Certificated Amortizing Bonds. Amortizing Bonds issued in certificated form pursuant to
Section 2.14.2 of the Indenture shall be substantially in the form of Exhibit A attached hereto
(but without including the text referred to in footnote 1 thereto). Owners of beneficial interests
in the Global Note shall not be entitled to receive physical delivery of certificated Amortizing
Bonds.








Section 2.3 Payment of Principal and Interest; Principal and Interest Rights Preserved.




          Principal of or interest on any Amortizing Bond which is payable, and is punctually paid or
duly provided for, on any Payment Date shall be paid to the Person in whose name such Amortizing
Bond (or one or more Predecessor Securities) is registered at the close of business on the Regular
Record Date for such principal and interest.




          Any principal of or interest on any Amortizing Bond which is payable, but is not punctually
paid or duly provided for, on any Payment Date shall forthwith cease to be payable to the Holder on
the relevant Regular Record Date by virtue of having been such Holder, and such overdue principal
or interest and (to the extent lawful) interest on such overdue principal or interest in each case
at the rate borne by the Amortizing Bonds (such overdue principal and interest on such overdue
principal herein collectively called “Defaulted Principal” and such overdue interest and
interest on such overdue interest herein collectively called “Defaulted Interest”) may be
paid by the Company, at its election in each case, as provided in clause (1) or (2) below:





     (1) The Company may elect to make payment of any Defaulted Principal or Defaulted
Interest (as the case may be) to the Persons in whose names the Amortizing Bonds (or their
respective Predecessor Securities) are registered at the close of business on a Special
Record Date for the payment of such Defaulted Principal or Defaulted Interest, which shall
be fixed in the following manner. The Company shall notify the Trustee in writing of the
amount of Defaulted Principal or Defaulted Interest (as the case may be) proposed to be paid
on each Amortizing Bond and the date of the proposed payment, and at the same time the
Company shall



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deposit with the Trustee an amount of money equal to the aggregate amount proposed to
be paid in respect of such Defaulted Principal or Defaulted Interest (as the case may be) or
shall make arrangements satisfactory to the Trustee for such deposit prior to the date of
the proposed payment, such money when deposited to be held in trust for the benefit of the
Persons entitled to such Defaulted Principal or Defaulted Interest (as the case may be) as
in this clause provided. Thereupon the Trustee shall fix a Special Record Date for the
payment of such Defaulted Principal or Defaulted Interest (as the case may be) which shall
be not more than 15 days and not less than 10 days prior to the date of the proposed payment
and not less than 10 days after the receipt by the Trustee of the notice of the proposed
payment. The Trustee shall promptly notify the Company of such Special Record Date and, in
the name and at the expense of the Company, shall cause notice of the proposed payment of
such Defaulted Principal or Defaulted Interest (as the case may be) and the Special Record
Date therefor to be given in the manner provided for in Section 1.6, not less than 10 days
prior to such Special Record Date. Notice of the proposed payment of such Defaulted
Principal or Defaulted Interest (as the case may be) and the Special Record Date therefor
having been so given, such Defaulted Principal or Defaulted Interest (as the case may be)
shall be paid to the Persons in whose names the Amortizing Bonds (or their respective
Predecessor Securities) are registered at the close of business on such Special Record Date
and shall no longer be payable pursuant to the following clause (2).




     (2) The Company may make payment of any Defaulted Principal or Defaulted Interest (as
the case may be) in any other lawful manner not inconsistent with the requirements of any
securities exchange on which the Amortizing Bonds may be listed, and upon such notice as may
be required by such exchange, if, after notice given by the Company to the Trustee of the
proposed payment pursuant to this clause, such manner of payment shall be deemed practicable
by the Trustee.



          Subject to the foregoing provisions of this Section, each Amortizing Bond delivered under this
Supplemental Indenture upon registration of transfer of or in exchange for or in lieu of any other
Amortizing Bond shall carry the rights to unpaid principal and interest accrued and unpaid, and to
accrue, which were carried by such other Amortizing Bond.








Section 2.4 Depository and Paying Agent for Amortizing Bonds.




          The Company initially appoints Euroclear and Clearstream to act as Depository with respect to
the Global Note.




          The Company initially appoints the Trustee to act as the Paying Agent and the Registrar with
respect to the Global Note.








Section 2.5 Calculations.




          All calculations relating to redemption will be made to the nearest cent.




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ADDITIONAL REDEMPTION PROVISIONS








Section 3.1 Redemption at Option of the Company.




          Redemption of Amortizing Bonds at the election of the Company, as permitted or required by any
provision of the Indenture or this Supplemental Indenture, shall be made in accordance with the
following provisions:




          3.1.1 Redemption for Taxation Reasons.




          The Amortizing Bonds are redeemable at the option of the Company, in whole but not in part, on
any date at a Redemption Price equal to the Remaining Principal Amount, plus any accrued and unpaid
interest to the Redemption Date, if the Company determines that, as a result of (1) any change in
or amendment to the laws or regulations of Singapore or any authority of or in Singapore having
power to tax, or rulings promulgated under any such laws or regulations or by any authority of or
in Singapore having power to tax, (2) any change in the general application or official or judicial
interpretation of any such laws, regulations or rulings, or (3) any change in the general
application or official or judicial interpretation of, or any execution or amendment to, any treaty
or treaties affecting taxation to which Singapore is a party, which change, execution or amendment,
in each case, becomes effective on or after August 17, 2005, the Company has been or will be
required to pay Additional Amounts with respect to the Amortizing Bonds.




          3.1.2 Election to Redeem; Notice to Trustee; Opinion of Counsel.




          The election of the Company to redeem any Amortizing Bonds pursuant to Section 3.1.1. shall be
evidenced by a Board Resolution. In case of any redemption at the election of the Company, the
Company shall, concurrently with the giving of notice to the Holders, notify the Trustee of such
Redemption Date. Prior to any redemption pursuant to Section 3.1.1, the Company agrees to provide
the Trustee with an Opinion of Counsel that the conditions precedent to such redemption have
occurred.




          3.1.3 Notice of Redemption.




          Notice of redemption shall be given in the manner provided below not less than 30 calendar
days nor more than 60 calendar days prior to the Redemption Date, to each Holder of Amortizing
Bonds to be redeemed.




          All notices of redemption shall set forth:





     (1) the Redemption Date,




     (2) the Redemption Price and the amount of accrued and unpaid interest to the
Redemption Date payable as provided in Section 3.1.5., if any,




     (3) that on the Redemption Date, the Redemption Price (and accrued and unpaid
interest, if any, to the Redemption Date) payable as provided in Section 3.1.5. will
become due and payable upon each such Amortizing Bond to be redeemed, and that
interest thereon will cease to accrue on and after said date, and



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     (4) the place or places where such Amortizing Bonds are to be surrendered for
payment of the Redemption Price and accrued and unpaid interest, if any.



          Notice of redemption of Amortizing Bonds to be redeemed at the election of the Company shall
be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense
of the Company, in which case the Trustee shall provide the Company with a notice stating the date
on which such notice of redemption was mailed to Holders and/or proof that such notice of
redemption was published.




          3.1.4 Deposit of Redemption Price.




          On or before any Redemption Date (but no later than 10:00 A.M. (New York time) on the
Redemption Date), the Company shall deposit with the Trustee or with a Paying Agent an amount of
money sufficient to pay the Redemption Price of, and accrued and unpaid interest on, all the
Amortizing Bonds which are to be redeemed on that date. The Trustee and Paying Agent shall have no
obligation to make any payments prior to the receipt of funds sufficient for such payment from the
Company.




          3.1.5 Amortizing Bonds Payable on Redemption Date.




          Notice of redemption having been given as aforesaid, the Amortizing Bonds so to be redeemed
shall, on the Redemption Date, become due and payable at the Redemption Price therein specified
(together with accrued and unpaid interest, if any, to the Redemption Date), and from and after
such date (unless the Company shall default in the payment of the Redemption Price and accrued and
unpaid interest) such Amortizing Bonds shall cease to bear interest. Upon surrender of any such
Amortizing Bond for redemption in accordance with said notice, such Amortizing Bond shall be paid
by the Company at the Redemption Price, together with accrued and unpaid interest, if any, to the
Redemption Date; provided, however, that installments of principal and interest whose Stated
Maturity is on or prior to the Redemption Date shall be payable to the Holders of such Amortizing
Bonds, or one or more Predecessor Securities, registered as such at the close of business on the
relevant Record Dates according to their terms and the provisions of Section 2.3.




          If any Amortizing Bond called for redemption shall not be so paid upon surrender thereof for
redemption, the Remaining Principal Amount shall, until paid, bear interest from the Redemption
Date at the rate borne by the Amortizing Bonds.








Section 3.2 Repurchase at Option of Holders.




          The Amortizing Bonds shall contain the following provisions regarding repurchase at the option
of Holders:



ARTICLE TWELVE




REPAYMENT AT OPTION OF HOLDERS




          Section 12.1. Applicability of Article.





          Upon the occurrence of a Repayment Event, each Holder of the Amortizing Bonds
shall have the right to require repayment by the Company for all (or any portion
equal to an integral multiple of the Remaining Principal Amount for one Amortizing
Bond with an original principal amount of $1,556.76) of such Holder’s




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Amortizing Bonds in cash at a Repayment Price equal to (1) 101% of the
Remaining Principal Amount as of the date when the notice of the occurrence of
Repayment Event is given (the “Repayment Notice Date”) in accordance with
Section 12.6 minus (2) any principal due between the Repayment Notice Date and the
Repayment Date, plus any accrued and unpaid interest to the Repayment Date (subject
to the right of Holders of record of the Amortizing Bonds on the relevant Regular
Record Date to receive principal and interest due on Payment Date that is on or
prior to the Repayment Date) in accordance with provisions of this Article Twelve.



Section 12.2. Repayment of Amortizing Bonds.





     The Company covenants that on or before the Repayment Date (but no later than
10:00 A.M. (New York time) on the Repayment Date) it will deposit with the Trustee
or with a Paying Agent an amount of money sufficient to pay the Repayment Price and
the accrued and unpaid interest on, all the Amortizing Bonds or portions thereof, as
the case may be, to be repaid on such Repayment Date. The Trustee and Paying Agent
shall have no obligation to make any payments prior to the receipt of funds
sufficient for such payment from the Company.



Section 12.3. Exercise of Option.





     In order to be repaid at the option of the Holder, any Amortizing Bond so
providing for such repayment, with the “Notice to Elect Repayment” form thereon
duly completed by the Holder (or by the Holder’s attorney duly authorized in
writing), must be received by the Company at its office or agency for such
purpose specifying the principal amount of the Amortizing Bond submitted for
repayment, not later than the date specified by the Company in its notice of
the Repayment Event in accordance with Section 12.6. If less than the entire
Remaining Principal Amount of such Amortizing Bond is to be repaid, the
principal amount of such Amortizing Bond to be repaid, in increments of the
Remaining Principal Amount for one Amortizing Bond with an original principal
amount of $1,556.76, and the denomination or denominations of the Amortizing
Bond or Amortizing Bonds to be issued to the Holder for the portion of the
principal amount of such Amortizing Bond surrendered that is not to be repaid,
must be specified. The principal amount of any Amortizing Bond may not be
repaid in part if, following such repayment, the unpaid principal amount of
such Amortizing Bond would be less than the Remaining Principal Amount for one
Amortizing Bond with an original principal amount of $1,556.76. The exercise of
the repayment option by the Holder of any Amortizing Bond shall be irrevocable
unless waived by the Company.



Section 12.4. When Amortizing Bonds Presented for Repayment Become Due and
Payable.





     Any Amortizing Bonds surrendered for repayment as provided in this Article
shall become due and payable and shall be paid by the Company on the Repayment Date
therein specified, and on and after such Repayment Date (unless the Company shall
default in the payment of such Amortizing Bonds on such Repayment Date) such
Amortizing Bonds shall cease to bear interest. Upon surrender of any such Amortizing
Bond for repayment in accordance with the provisions of this Article 12, the
Repayment Price of such Amortizing Bond to be repaid shall be paid by the Company,



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together with accrued interest, if any, to the Repayment Date; provided,
however, that installments of principal and interest whose Stated Maturity is on or
prior to the Repayment Date shall be payable to the Holders of such Amortizing
Bonds, or one or more Predecessor Securities, registered as such at the close of
business on the relevant Record Dates according to their terms and the provisions of
Section 2.3.




     If the Repayment Price of any Amortizing Bond surrendered for repayment shall
not be so paid upon surrender thereof, such Repayment Price (together with interest,
if any, such Amortizing Bond accrued to such Repayment Date) shall, until paid, bear
interest from the Repayment Date at the rate of interest borne by the Amortizing
Bonds.



Section 12.5. Amortizing Bonds Repaid in Part.





     Subject to Section 2.2.3. in the case of Global Notes, upon surrender of any
Amortizing Bond which is to be repaid in part only, the Company shall execute and
the Trustee shall authenticate and deliver to the Holder of such Amortizing Bond,
without service charge and at the expense of the Company, a new Amortizing Bond or
Amortizing Bonds of the same series, of any authorized denomination specified by the
Holder, in an aggregate principal amount equal to and in exchange for the portion of
the principal of such Amortizing Bond so surrendered which is not to be repaid.



Section 12.6. Notice of Repayment Event.





     Notice of a Repayment Event shall be given in the manner provided for in
Section 1.6. as soon as practicable, but in no event later than five (5) Business
Days after the Company becomes aware of the occurrence of such event, to the Trustee
and each Holder of Amortizing Bonds.




     All notices of a Repayment Event shall identify the nature of such Repayment
Event and its date of occurrence and state:




     (1) the Repayment Date, which shall be the date that is 45 days from the notice
day (or, if not a Business Day, the next succeeding Business Day thereafter), and
the latest date by which the “Notice to Elect Repayment” must be received, which
shall be the date that is 10 days prior to the Repayment Date (or, if not a Business
Day, the next succeeding Business Day thereafter);




     (2) the Repayment Price and the amount of accrued and unpaid interest to the
Repayment Date payable as provided in Section 12.4, if any;




     (3) that on the Repayment Date, the Repayment Price (and accrued and unpaid
interest, if any, to the Repayment Date payable as provided in Section 12.4) will
become due and payable upon each such Amortizing Bond in relation to which a valid
“Notice to Elect Repayment” has been received by the Company, and that interest
thereon will cease to accrue on and after said date with respect to such Amortizing
Bond; and




     (4) the place or places where such Amortizing Bonds are to be surrendered for
payment of the Repayment Price and accrued and unpaid interest, if any.



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     Notice of any Repayment Event shall be given by the Company or, at the
Company’s request, by the Trustee in the name and at the expense of the Company, in
which case the Trustee shall provide the Company with a notice stating the date on
which such notice was mailed to Holders and/or proof that such notice was published,
in each case in accordance with Section 1.6.







Section 3.3 Purchase of Amortizing Bonds.




          The Company or any Subsidiary of the Company may at any time and from time to time purchase
Amortizing Bonds at any price in the open market or otherwise. Any Amortizing Bond so purchased
may, to the extent permitted by applicable law and subject to any other contractual obligations of
the Company, be held, re-issued or resold or, at the Company’s option, be surrendered to the
Trustee for cancellation.








DEFAULTS AND REMEDIES WITH RESPECT TO THE AMORTIZING BONDS




          With respect to the Amortizing Bonds, Section 6.1, Section 6.2, and Section 6.3 of the
Indenture, respectively, shall be replaced in their entirety by Section 4.1, Section 4.2, and
Section 4.3 hereunder:








Section 4.1 Events of Default.




          “Event of Default”, wherever used herein, means any one of the following events
(whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or
be effected by operation of law or pursuant to any judgment, decree or order of any court or any
order, rule or regulation of any administrative or governmental body):





     (1) default in the payment of the principal of any of the Amortizing Bonds at Maturity;
or




     (2) default in the payment of any interest on any of the Amortizing Bonds when it
becomes due and payable, and continuance of such default for a period of 30 days; or




     (3) default in the performance, or breach, of any covenant or agreement of the Company
in this Supplemental Indenture (other than a default in the performance, or breach, of a
covenant or agreement which is specifically dealt with elsewhere in this Section), and
continuance of such default or breach for a period of 60 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in Remaining Principal Amount of the Amortizing Bonds
Outstanding a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or




     (4) (A) there shall have occurred one or more defaults by the Company or any Material
Subsidiary in the payment of the principal of Indebtedness aggregating US$30 million or
more, when the same becomes due and payable at the Stated Maturity thereof, and such default
or defaults shall have continued after any applicable grace period and shall not have been
cured or waived or (B) Indebtedness of the Company or any Material Subsidiary aggregating
US$30 million or more shall have been accelerated or otherwise declared due and payable, or
required to



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be prepaid or repurchased (other than by regularly scheduled required prepayment),
prior to the Stated Maturity thereof; and, in each case, continuance of such default or
non-annulment of such acceleration for a period of 30 days after there has been given, by
registered or certified mail, to the Company by the Trustee or to the Company and the
Trustee by the Holders of at least 25% in Remaining Principal Amount of the Amortizing Bonds
Outstanding a written notice specifying such default or breach and requiring it to be
remedied and stating that such notice is a “Notice of Default” hereunder; or




     (5) (A) the entry of a decree or order by a court having jurisdiction in the premises
adjudging the Company or any of its Material Subsidiaries a bankrupt or insolvent, or
approving as properly filed a petition seeking reorganization, arrangement, adjustment or
composition of or in respect of the Company or any of its Material Subsidiaries for the
benefit of its creditors under any applicable law, or appointing a receiver, liquidator,
assignee, trustee, sequestrator (or other similar official) of the Company or any of its
Material Subsidiaries or of any substantial part of its property, or ordering the winding up
or liquidation of its affairs, and the continuance of any such decree or order unstayed and
in effect for a period of 90 consecutive days; or (B) the institution by the Company or any
of its Material Subsidiaries of proceedings to be adjudicated as bankrupt or insolvent, or
the consent by it to the institution of bankruptcy or insolvency proceedings against it, or
the filing by it of a petition or answer or consent seeking reorganization or relief for the
benefit of its creditors under any applicable law, or the consent by it to the filing of any
such petition or to the appointment of a receiver, liquidator, assignee, trustee,
sequestrator (or other similar official) of the Company or such Material Subsidiary or of
any substantial part of its property, or the making by it of an assignment for the benefit
of creditors, or the admission by it in writing of its inability to pay its debts generally
as they become due.







Section 4.2 Acceleration of Maturity; Rescission and Annulment.




          If an Event of Default (other than an Event of Default referred to in Section 4.1(5) of this
Supplemental Indenture) occurs and is continuing, then in every such case the Trustee or the
Holders of not less than 25% in Remaining Principal Amount of the Amortizing Bonds Outstanding may
declare the Remaining Principal Amount of all the Amortizing Bonds to be due and payable
immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and
upon any such declaration such Remaining Principal Amount of all Amortizing Bonds shall become
immediately due and payable. If an Event of Default specified in Section 4.1(5) shall occur, the
Remaining Principal Amount of all outstanding Amortizing Bonds shall ipso facto become and be
immediately due and payable without declaration or other act on the part of the Trustee or any
Holder.




          At any time after a declaration of acceleration has been made and before a judgment or decree
for payment of the money due has been obtained by the Trustee as hereinafter provided in this
Article, the Holders of a majority in Remaining Principal Amount of the Amortizing Bonds
Outstanding, by written notice to the Company and the Trustee, may rescind and annul such
declaration and its consequences if




          (1) the Company has paid or deposited with the Trustee a sum sufficient to pay,





     (A) all overdue interest on all Amortizing Bonds Outstanding,




     (B) all unpaid principal of any Amortizing Bonds Outstanding which has become
due otherwise than by such declaration of acceleration, and interest on such unpaid
principal at the rate borne by the Amortizing Bonds,



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     (C) to the extent that payment of such interest is lawful, interest on overdue
interest at the rate borne by the Amortizing Bonds, and




     (D) all sums paid or advanced by the Trustee hereunder and the reasonable
compensation, expenses, disbursements and advances of the Trustee, its agents and
counsel; and




     (2) all Events of Default, other than the non-payment of amounts of principal of or
interest on Amortizing Bonds which have become due solely by such declaration of
acceleration, have been cured or waived as provided in this Section 4.2.



          No such rescission shall affect any subsequent default or impair any right consequent thereon.








Section 4.3 Collection of Indebtedness and Suits for Enforcement by Trustee.




          The Company covenants that if





     (a) default is made in the payment of any installment of interest on any Amortizing
Bond when such interest becomes due and payable and such default continues for a period of
30 days, or




     (b) default is made in the payment of the principal of any Amortizing Bond at the
Maturity thereof,



          the Company will, upon demand of the Trustee (but no such demand shall be required in the case
of an Event of Default specified in Section 4.1(5)), pay to the Trustee for the benefit of the
Holders of such Amortizing Bonds, the whole amount then due and payable on such Amortizing Bonds
for principal and interest, and interest on any overdue principal and, to the extent that payment
of such interest shall be legally enforceable, upon any overdue installment of interest, at the
rate borne by the Amortizing Bonds, and, in addition thereto, such further amount as shall be
sufficient to cover the costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Trustee, its agents and counsel.




          If the Company fails to pay such amounts forthwith upon such demand, the Trustee, in its own
name as trustee of an express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final decree and may enforce
the same against the Company or any other obligor upon the Amortizing Bonds and collect the moneys
adjudged or decreed to be payable in the manner provided by law out of the property of the Company
or any other obligor upon the Amortizing Bonds, wherever situated.




          If an Event of Default occurs and is continuing, the Trustee may in its discretion proceed to
protect and enforce its rights and the rights of the Holders by such appropriate judicial
proceedings as the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this Supplemental Indenture or
in aid of the exercise of any power granted herein, or to enforce any other proper remedy.




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COVENANTS








Section 5.1 Consolidation, Merger, Conveyance, Transfer or Lease




          The following provisions shall replace Article V of the Indenture in its entirety with respect
to the Amortizing Bonds:




ARTICLE V




SUCCESSORS




     Section 5.1 Company May Consolidate, etc., Only on Certain Terms.




          The Company shall not consolidate with or merge into any other corporation or, together
with or through one or more of its Subsidiaries, convey, transfer or lease all or
substantially all of the properties and assets of the Company and its Subsidiaries on a
consolidated basis to any Person, unless:




     (1) the corporation formed by such consolidation or into which the Company is
merged or the Person which acquires by conveyance or transfer, or which leases, the
properties and assets of the Company substantially as an entirety (a) shall be a
corporation, partnership or trust or other entity organized and validly existing
under the laws of Singapore or the United States and (b) shall expressly assume, by
an indenture supplemental hereto, executed and delivered to the Trustee, in a form
satisfactory to the Trustee, the Company’s obligation for the due and punctual
payment of the principal of, and interest, on all the Amortizing Bonds and the
performance and observance of every covenant of this Supplemental Indenture and the
Indenture on the part of the Company to be performed or observed;




     (2) immediately after giving effect to such transaction, no Event of Default
shall have occurred and be continuing; and




     (3) the Company or such Person shall have delivered to the Trustee an Officers’
Certificate and an Opinion of Counsel, each stating that such consolidation, merger,
conveyance, transfer or lease and such supplemental indenture comply with the
relevant terms and conditions of this Supplemental Indenture and that all conditions
precedent herein provided for relating to such transaction have been complied with.




     This Section shall only apply to a merger or consolidation in which the Company is not
the surviving corporation and to conveyances, leases and transfers by the Company as
transferor or lessor.



     Section 5.2 Successor Person Substituted.




          Upon any consolidation by the Company with or merger by the Company into any other
corporation or any conveyance, transfer or lease of the properties and assets of the Company
substantially as an entirety to any Person in accordance with Section 5.1, the successor
Person formed by such consolidation or into which the Company is merged or to which such



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conveyance, transfer or lease is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Company under this Supplemental Indenture with the
same effect as if such successor Person had been named as the Company herein, and in the
event of any such conveyance or transfer, the Company (which term shall for this purpose
mean the Person named as the “Company” in the first paragraph of this Supplemental Indenture
or any successor Person which shall theretofore become such in the manner described in
Section 5.1), except in the case of a lease, shall be discharged of all obligations and
covenants under this Supplemental Indenture and the Amortizing Bonds and may be dissolved
and liquidated.







Section 5.2 Negative Pledge.




          The following additional covenant shall apply to the Amortizing Bonds:




          5.2.1 So long as any Amortizing Bond remains Outstanding, the Company shall not, and shall
procure that none of its Material Subsidiaries shall, create or permit to subsist any security
interest upon the whole or any part of any present or future property or assets to secure the
repayment of, or any guarantee or indemnity in respect of, any Indebtedness without (i) at the same
time or prior thereto securing the Amortizing Bonds equally and ratably with such securities or
otherwise in a manner satisfactory to the Trustee or (ii) providing such other security for the
Amortizing Bonds as the Trustee may, in its absolute discretion, deem to be not materially less
beneficial to the Holders of Amortizing Bonds or as may be approved by the Holders of at least a
majority in Remaining Principal Amount of the Outstanding Amortizing Bonds.




          5.2.2 The foregoing restriction shall not apply to any security interest upon the whole or a
part of any property or assets of the Company or any of its Material Subsidiaries, which security
interest is:





     (i) existing on August 17, 2005;




     (ii) to secure any Indebtedness (including Capitalized Lease Obligations)
incurred by the Company solely for the purposes of financing all or any part of the
purchase price or the cost of acquisition, design, development, construction,
equipping, installation, alteration, repair or improvement of any property or assets
acquired by the Company after August 17, 2005; provided that (A) the security
interest is confined to such property or assets, (B) the principal amount of
Indebtedness secured by such security interest shall not exceed such cost and (C)
the security interest attaches to such property or assets concurrently with or
within 120 days of the time of the acquisition of such property or assets or the
completion of the activity being financed;





     (iii) to secure any Indebtedness existing on (A) any property or asset of any
entity at the time the Company or one of its Subsidiaries acquire such entity after
August 17, 2005, whether by merger, consolidation or otherwise or (B) any property
or asset at the time it is acquired by the Company or one of its Subsidiaries after
August 17, 2005; provided that in each case such security interest shall not have
been created in contemplation of or in connection with such acquisition;




     (iv) on the property, assets or accounts of a Material Subsidiary to secure
Indebtedness (including Capitalized Lease Obligations) incurred for the purpose of
financing all or any part of the purchase price or cost of acquisition, design,
development,



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construction, equipping, installation, alteration, repair or improvement of
property, plant or equipment of such Material Subsidiary;




     (v) upon any debt service reserve or similar account of the Company or any of
its Material Subsidiaries established or existing for the purpose of servicing
payments of principal, interest or other amounts due or payable by the Company or
any of its Material Subsidiaries under any agreement, understanding or arrangement
pursuant to which the Company or any of its Material Subsidiaries has incurred
Indebtedness or (without duplication) evidencing any Indebtedness of the Company or
any of its Material Subsidiaries; provided that the total Indebtedness of the
Company or of its Material Subsidiaries (taken together) secured by such accounts of
the Company or any of its Material Subsidiaries shall not exceed $50.0 million,
excluding any Indebtedness permitted to be secured by sub-sections (i) through (iv),
(vi), (vii) or (viii) of this Section 5.2.2;




     (vi) a contractual right of setoff pertaining to the pooled deposit and/or
sweep accounts of the Company or any of its Material Subsidiaries to permit
satisfaction of overdraft or similar obligations incurred in the ordinary course of
business;




     (vii) to secure any Indebtedness owing to the Company or to a wholly-owned
Material Subsidiary; or




     (viii) a refinancing, renewal, extension or replacement (in whole or in part)
of any Indebtedness permitted to be secured by subsections (i) through (vii) above
of this Section 5.2.2.



          For the purposes of this Section 5.2 only:




          “Indebtedness” means any obligation for the payment or repayment of money borrowed.








Section 5.3 Payment of Principal, Interest and Additional Amounts.




          The Company covenants and agrees for the benefit of the Holders that it will duly and
punctually pay the principal of and interest on the Amortizing Bonds in accordance with the terms
of the Amortizing Bonds and this Supplemental Indenture.




          All payments of or in respect of principal of and interest on the Amortizing Bonds shall be
made without withholding or deduction for, or on account of, any present or future taxes, duties,
assessments or governmental charges of whatever nature imposed or levied by or on behalf of
Singapore or any authority of or in Singapore having authority to tax unless these taxes, duties,
assessments or governmental charges are required to be withheld or deducted. In the event of such
withholding or deduction, the Company agrees to pay by way of additional interest such additional
amounts of, or in respect of, principal, and interest as will result (after deduction of such
taxes, duties, assessments or governmental charges and any additional taxes, duties, assessments or
governmental charges of Singapore) in the payment to each Holder of an Amortizing Bond of the
amounts that would have been payable in respect of such Amortizing Bond had no withholding or
deduction been required, except that no Additional Amounts shall be payable for or on account of:





     (i) any tax, duty, assessment or other governmental charge that would not have been
imposed but for the fact that such Holder:



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     (A) was for Singapore tax purposes treated as a resident of Singapore or who is
otherwise subject to such taxes, duties, assessments or governmental charges by
reason of being connected with Singapore other than through the mere ownership of,
or receipt of payment under, such Amortizing Bond; or




     (B) presented such Amortizing Bond more than 30 calendar days after the date on
which the payment in respect of such Amortizing Bond first became due and payable or
provided for, whichever is later, except to the extent that the Holder would have
been entitled to such Additional Amounts if it had presented such Amortizing Bond
for payment on any day within such period of 30 calendar days;




     (ii) any estate, inheritance, gift, sale, transfer, personal property or similar tax,
assessment or other governmental charge;




     (iii) any tax, duty, assessment or other governmental charge which is payable otherwise
than by deduction or withholding from the payment of principal of or interest on the
Amortizing Bonds;




     (iv) any tax, duty, assessment or other governmental charge that is imposed or withheld
by reason of the failure to comply by the Holder or the beneficial owner of an Amortizing
Bond with a reasonable request by the Company addressed to the Holder (A) to provide
information concerning the nationality, residence or identity of the Holder or such
beneficial owner or (B) to make any declaration or other similar claim or satisfy any
reasonable information or reporting requirement, which, in the case of (A) or (B), is
required or imposed by a statute, treaty, regulation or administrative practice of Singapore
as a precondition to exemption from all or part of such tax, duty, assessment or other
governmental charge; or




     (v) any combination of the items listed above;




     nor shall Additional Amounts be paid with respect to any payment of the principal of or
interest on any Amortizing Bond to any Holder who is a fiduciary or partnership or other
than the sole beneficial owner of the payment if the beneficial owner would not otherwise
have been entitled to the Additional Amounts.



          Any reference herein to the payment of the principal of or interest on any Amortizing Bond
shall be deemed to include the payment of Additional Amounts provided for in this Supplemental
Indenture to the extent that, in such context, Additional Amounts are, were or would be payable
under this Supplemental Indenture.








Section 5.4 Maintenance of Office or Agency.




          The Company will maintain in Singapore and London an office or agency where Amortizing Bonds
may be presented or surrendered for payment, where Amortizing Bonds may be surrendered for
registration of transfer or exchange and where notices and demands to or upon the Company in
respect of the Amortizing Bonds and this Supplemental Indenture may be served. The principal office
of the Company shall serve as the office or agency of the Company in Singapore. The office of the
Trustee in London shall serve as such office or agency of the Company in London. The Company will
give prompt written notice to the Trustee of any change in the location of any such offices or
agencies. If at any time the Company shall fail to maintain any such required offices or agencies
or shall fail to furnish the Trustee with the addresses thereof, such presentations, surrenders,
notices and




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demands may be made or served at the offices of the Trustee, and the Company hereby appoints
the Trustee as its Paying Agent to receive all such presentations, surrenders, notices and demands.
The Security Register of the Amortizing Bonds will be kept by the Trustee in London.




          The Company may also from time to time designate one or more other offices or agencies (in or
outside of London) where the Amortizing Bonds may be presented or surrendered for any or all such
purposes and may from time to time rescind any such designation; provided, however, that no such
designation or rescission shall in any manner relieve the Company of its obligation to maintain an
office or agency in London for such purposes and provided, further, that the Company shall be
required at all times to maintain such an office or agency in each place of payment for the
Amortizing Bonds. The Company will give prompt written notice to the Trustee of any such
designation or rescission and any change in the location of any such other office or agency.








Section 5.5 Reports to Holders




          Notwithstanding that the Company may not be subject to the reporting requirements of Section
13 or 15(d) of the Exchange Act, so long as any Amortizing Bonds remain outstanding, the Company
shall, (A) provide the Trustee and the Holders with the annual reports and information, documents
and reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a
foreign private issuer subject to such Sections within 15 days after the times specified for the
filing of the information, documents and reports under such Sections; and (B) file with the U.S.
Securities and Exchange Commission, to the extent permitted, the information, documents, and
reports referred to in the provision above within the periods specified for such filings under the
Exchange Act (whether or not applicable to the Company).




          In addition, at any time when the Company is not subject to, or the Company is not current in
reporting obligations under the provisions above, the Company shall make available, upon request,
to any Holder and any prospective purchaser of the Amortizing Bonds the information required
pursuant to Rule 144A under the U.S. Securities Act of 1933.








MISCELLANEOUS








Section 6.1 Effect of Headings.




          The Article and Section headings herein are for convenience only and shall not affect the
construction hereof.








Section 6.2 Successors and Assigns.




          All covenants and agreements in this Supplemental Indenture by the Company shall bind its
successors and assigns, whether so expressed or not.








Section 6.3 Separability Clause.




          In case any provision in this Supplemental Indenture or in the Amortizing Bonds shall be
invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.




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Section 6.4 Governing Law.



          THIS SUPPLEMENTAL INDENTURE AND THE AMORTIZING BONDS ISSUED HEREUNDER SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.








Section 6.5 Satisfaction and Discharge; Legal Defeasance.



          Section 8.1 through Section 8.3 of the Indenture, regarding satisfaction and discharge, and
legal defeasance with respect to the Securities of any Series shall not be applicable to the
Amortizing Bonds.








Section 6.6 Covenant Defeasance.




          Section 8.4 of the Indenture is hereby amended and restated with respect to the Amortizing
Bonds as follows:




          The Company need not comply with the covenants described in Sections 5.2 and 5.5 of this
Supplemental Indenture, if:




          (i) the Company has deposited or caused to be irrevocably deposited in trust with the Trustee,
specifically pledged as security for, and dedicated solely to, the benefit of the Holder of the
Amortizing Bonds, (a) cash in U.S. dollars, or (b) U.S. Government Obligations, or (c) any
combination of (a) and (b), which through the payment of interest and principal in respect thereof,
in accordance with their terms, will provide (and without reinvestment and assuming no tax
liability will be imposed on such Trustee), not later than one day before the due date of any
payment of money, an amount in cash, sufficient, in the opinion of a nationally recognized firm of
independent certified public accountants expressed in a written certification thereof delivered to
the Trustee, to pay principal and interest, if any, on the Amortizing Bonds on the dates such
installments of interest or principal are due;




          (ii) such deposit will not result in a breach or violation of, or constitute a default under,
the Indenture or any other agreement or instrument to which the Company is a party or by which it
is bound; :




          (iii) no Default or Event of Default with respect to the Amortizing Bonds shall have occurred
and be continuing on the date of such deposit or during the period ending on the 91st day after
such date;




          (iv) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that
Holders of the Amortizing Bonds will not recognize income, gain or loss for United States federal
income tax purposes as a result of such deposit and defeasance and will be subject to United States
federal income tax on the same amounts, in the same manner and at the same times as would have been
the case if such deposit and defeasance had not occurred;




          (v) the Company shall have delivered to the Trustee an Opinion of Counsel confirming that
Holders of the Amortizing Bonds will not recognize income, gain or loss for Singapore income tax
purposes as a result of such deposit and defeasance and will be subject to Singapore income tax on
the same amounts, in the same manner and at the same times as would have been the case if such
deposit and defeasance had not occurred (unless the Company has deposited or caused to be
irrevocably deposited in trust with the Trustee, specifically pledged as security for, and
dedicated solely to, the benefit




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of the Holder of the Amortizing Bonds, (a) cash in U.S. dollars, or (b) U.S. Government
Obligations, or (c) any combination of (a) and (b), which through the payment of interest and
principal in respect thereof, in accordance with their terms, will provide (and without
reinvestment and assuming no tax liability will be imposed on such Trustee), not later than one day
before the due date of any payment of money, an amount in cash, sufficient, in the opinion of a
nationally recognized firm of independent certified public accountants expressed in a written
certification thereof delivered to the Trustee, to fully compensate the Holders of the Amortizing
Bonds for any Singapore taxes they would be required to pay as a result of such deposit and
defeasance);




          (vi) the Company shall have delivered to the Trustee an Officers’ Certificate stating the
deposit was not made by the Company with the intent of preferring the Holders of the Amortizing
Bonds over any other creditors of the Company or with the intent of defeating, hindering, delaying
or defrauding any other creditors of the Company; and




          (vii) the Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion
of Counsel, each stating that all conditions precedent herein provided for relating to the
defeasance stated in subsections (i) through (vi) have been complied with.




          In the event covenant defeasance occurs, any omission to comply with the applicable covenants
will not constitute a default an Event of Default with respect to the Amortizing Bonds.








Section 6.7 Repayment to Company.




          Section 8.5 of the Indenture is hereby amended and restated with respect to the Amortizing
Bonds as follows:




          The Trustee and the Paying Agent shall pay to the Company upon request any money held by them
in trust for the payment of principal and interest that remains unclaimed for two years. After
that, Holders entitled to the money must look to the Company for payment as general creditors
unless an applicable abandoned property law designates another person. All liability of the
Trustee or such Paying Agent with respect to such trust money shall thereupon cease; provided,
however, that the Trustee or such Paying Agent, before being required to make any such repayment,
may at the expense of the Company cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general circulation in the
Borough of Manhattan, The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the date of such
publication, any unclaimed balance of such money then remaining will be repaid to the Company.




          Claims in respect of payment of principal of, and interest on, the Amortizing Bonds will be
prescribed unless made within a period of ten years, in the case of principal, and five years, in
the case of interest, from the date when the relevant principal or interest becomes due and
payable.








Section 6.8 Place of Payment.




          Section 9.3(f) of the Indenture hereby is amended and restated with respect to the Amortizing
Bonds as follows:





Without the consent of each Holder affected, such amendment or waiver may not: (f)
change the place of payment or make the principal of or interest, if any, on any
Security payable in any currency other than that stated in the Security.



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Section 6.9 Jurisdiction.




          The Company agrees that any suit, action or proceeding against the Company arising out of or
based upon this Supplemental Indenture or the transactions contemplated hereby may be instituted in
any U.S. Federal or State court located in the State of New York, County of New York (“New York
Court”); and waives any objection which it may now or hereafter have to the laying of venue of
any such proceeding, and irrevocably accepts and submits to the non-exclusive jurisdiction of such
courts in any suit, action or proceeding. The Company has appointed Chartered Semiconductor
Manufacturing, Inc., at 1450 McCandless Drive, Milpitas, California 94035, as its authorized agent
(the “Company’s Authorized Agent”), upon whom process may be served in any suit, action or
proceeding arising out of or based upon this Supplemental Indenture or the transactions
contemplated herein which may be instituted in any New York Court and expressly accepts the
non-exclusive jurisdiction of any such court in respect of any such suit, action or proceeding.
The Company consents to process being served in any action or proceeding by mailing a copy thereof
by registered or certified mail to the Company’s Authorized Agent. The Company hereby represents
and warrants that the Company’s Authorized Agent has accepted such appointment and has agreed to
act as said agent for service of process, and the Company agrees to take any and all action,
including the filing of any and all documents that may be necessary to continue such appointment in
full force and effect as aforesaid. Service of process upon the Company’s Authorized Agent shall be
deemed, in every respect, effective service of process upon the Company. Notwithstanding the
foregoing, any action arising out of or based upon this Supplemental Indenture may be instituted in
any other court of competent jurisdiction, including those in Singapore.








Section 6.10 Substitution of “principal amount” with “Remaining Principal Amount”.




          Sections 3.6, 6.7(b), 6.12, 6.13, 6.14, 7.1(c)(iii), 7.8, 9.2 and 9.4(c) of the Indenture are
hereby amended with respect to the Amortizing Bonds by replacing the words “principal amount” with
“Remaining Principal Amount”.








Section 6.11 Legend.




          Section 2.14.3 of the Indenture is hereby amended and restated with respect to the Amortizing
Bonds as follows:




          Any Global Security issued hereunder shall bear a legend in substantially the following form:



UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK AS COMMON
DEPOSITORY (THE “COMMON DEPOSITORY”), FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”)
AND CLEARSTREAM BANKING, SOCIÈTÈ ANONYME (“CLEARSTREAM”), TO CHARTERED SEMICONDUCTOR
MANUFACTURING LTD (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY
(NOMINEES) LIMITED AS NOMINEE OF THE COMMON DEPOSITORY FOR EUROCLEAR AND CLEARSTREAM, OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY FOR EUROCLEAR
AND CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER




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PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY
(NOMINEES) LIMITED, HAS AN INTEREST HEREIN. 



NONE OF THE AMORTIZING BONDS IN RESPECT OF WHICH THIS NOTE IS ISSUED HAVE BEEN OR WILL BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE UNITED STATES IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.




[The rest of this page has been intentionally left blank.]




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          IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed,
and attested, all as of the date and year first written above.




	 	 	 	 	 
	 	 	CHARTERED SEMICONDUCTOR
	 	 	     MANUFACTURING LTD
	 
	 	 	 	 
	 

	 	By
	 	/s/ George Thomas
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:
	 	George Thomas
	 
	 	 	 	 
	 

	 	Title:
	 	Senior Vice President and Chief Financial Officer
	 
	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 
	 	 	 	 
	 

	 	By	 	/s/
Kenneth Cheong
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	Kenneth Cheong
	 
	 	 	 	 
	 

	 	Title:	 	Assistant Vice President






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Exhibit A



UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE BANK OF NEW YORK AS COMMON
DEPOSITORY (THE “COMMON DEPOSITORY”), FOR EUROCLEAR BANK S.A./N.V. (“EUROCLEAR”)
AND CLEARSTREAM BANKING, SOCIÈTÈ ANONYME (“CLEARSTREAM”), TO CHARTERED SEMICONDUCTOR
MANUFACTURING LTD (THE “COMPANY”) OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY NOTE ISSUED IS REGISTERED IN THE NAME OF THE BANK OF NEW YORK DEPOSITORY
(NOMINEES) LIMITED AS NOMINEE OF THE COMMON DEPOSITORY FOR EUROCLEAR AND CLEARSTREAM, OR IN SUCH
OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY FOR EUROCLEAR
AND CLEARSTREAM (AND ANY PAYMENT IS MADE TO THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, OR
TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE COMMON DEPOSITORY), ANY
TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY OTHER PERSON IS WRONGFUL
INASMUCH AS THE REGISTERED OWNER HEREOF, THE BANK OF NEW YORK DEPOSITORY (NOMINEES) LIMITED, HAS AN
INTEREST 

HEREIN. 1



NONE OF THE AMORTIZING BONDS IN RESPECT OF WHICH THIS NOTE IS ISSUED HAVE BEEN OR WILL BE
REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED IN THE UNITED STATES IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE
EXEMPTION THEREFROM.




CHARTERED SEMICONDUCTOR MANUFACTURING LTD




6.00% Amortizing Bonds due 2010




			
	No.                     
	 	US$                                        






Common Code 022541234

ISIN No. XS0225412344


Chartered Semiconductor Manufacturing Ltd, a corporation duly organized and existing under the laws
of Singapore (herein called the “Company”, which term includes any successor Person under the
Supplemental Indenture hereinafter referred to), for value received, hereby promises to pay to
                                         or registered assigns, at the office or agency of the Company referred to below,
100% of the principal sum of                                          United States dollars, in installments in
accordance with the schedule set forth below, and to pay interest on the Remaining Principal Amount
(as defined in the Supplemental Indenture) in arrears commencing February 17, 2006 and
semi-annually thereafter, on August 17, and February 17 in each year, at the rate of 6.00% per
annum accruing from August 17, 2005 or from the most recent Interest Payment Date to which interest
has been paid or duly provided for, until the principal hereof is paid or duly provided for, and
(to the extent lawful) to pay on demand interest on any overdue principal or interest at the rate
borne by the Amortizing Bonds from the date on which such overdue principal or interest becomes
payable to the date payment of such principal or interest has been made or duly provided for. For
each Amortizing Bond with an original principal amount of $1,556.76, the amount of the installment
of principal payable on each payment date shall be as






 




			
	1	 	This paragraph should be included only if the
Note is issued in global form.




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follows (the pooling factor, which at any time is equal to the percentage of original principal
that is scheduled to remain outstanding and unpaid with respect to the Amortizing Bond after the
installment of principal payable on such date is paid, as listed below is for reference only by the
Clearing Systems and does not in any way affect the rights of the parties under this Supplemental
Indenture or the Indenture):




	 	 	 	 	 	 	 	 	 
	Payment Date	 	Principal Installment	 	Pooling Factor
	February 17, 2006
	 	$	135.80	 	 	 	91.2767543	%
	August 17, 2006
	 	$	139.87	 	 	 	82.2920681	%
	February 17, 2007
	 	$	144.07	 	 	 	73.0375909	%
	August 17, 2007
	 	$	148.39	 	 	 	63.5056142	%
	February 17, 2008
	 	$	152.84	 	 	 	53.6877875	%
	August 17, 2008
	 	$	157.43	 	 	 	43.5751176	%
	February 17, 2009
	 	$	162.15	 	 	 	33.1592538	%
	August 17, 2009
	 	$	167.01	 	 	 	22.4312033	%
	February 17, 2010
	 	$	172.02	 	 	 	11.3813305	%
	August 17, 2010
	 	$	177.18	 	 	 	0	%






          The principal and interest so payable, and punctually paid or duly provided for, on any
Payment Date will, as provided in such Supplemental Indenture, be paid to the Person in whose name
this Amortizing Bond (or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such principal and interest, which shall be the February 2 or August
2 (whether or not a Business Day), as the case may be, immediately preceding such Payment Date.
Any such principal and interest not so punctually paid or duly provided for shall forthwith cease
to be payable to the Holder on the relevant Regular Record Date, and such overdue interest, and (to
the extent lawful) interest on such overdue interest at the rate borne by the Amortizing Bonds, may
be paid to the Person in whose name this Amortizing Bond (or one or more Predecessor Securities) is
registered at the close of business on a Special Record Date for the payment of such Defaulted
Principal or Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to
Holders of Amortizing Bonds not less than 10 days prior to such Special Record Date, or may be paid
at any time in any other lawful manner not inconsistent with the requirements of any securities
exchange on which the Amortizing Bonds may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Supplemental Indenture. Payment of the principal
of and interest on this Amortizing Bond will be made at the office or agency of the Company
maintained for that purpose in London or at such other office or agency of the Company as may be
maintained for such purpose, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts; provided, however, that
payments on an Amortizing Bond in definitive certificated form can be made at the option of the
Company by (i) check mailed to the address of the Person entitled thereto as such address shall
appear on the Security Register or (ii) transfer to an account maintained by the payee located in
the United States.




          Reference is hereby made to the further provisions of this Amortizing Bond set forth on the
reverse hereof, which further provisions shall for all purposes have the same effect as if set
forth at this place.




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          Unless the certificate of authentication hereon has been duly executed by the Trustee referred
to on the reverse hereof by manual signature, this Amortizing Bond shall not be entitled to any
benefit under the Indenture, as supplemented by this Supplemental Indenture, or be valid or
obligatory for any purpose.




          IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed.




	 	 	 	 	 
	 	 	CHARTERED SEMICONDUCTOR
	 	 	     MANUFACTURING LTD
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 






CERTIFICATE OF AUTHENTICATION




This is one of the Amortizing Bonds referred to in the within-mentioned Supplemental Indenture.




	 	 	 	 	 
	 	 	THE BANK OF NEW YORK, as Trustee
	 
	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	Name:	 	 
	 
	 	 	 	 
	 

	 	Title:	 	 






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[Form of Reverse of Amortizing Bond]




6.00% Amortizing Bonds due 2010




          This Amortizing Bond is one of a duly authorized issue of securities of the Company designated
as its 6.00% Amortizing Bonds due 2010 (herein called the “Amortizing Bonds”), limited
(except as otherwise provided in the Supplemental Indenture referred to below) in aggregate
principal amount of up to US$46,702,800, which may be issued under an indenture, dated as of April
2, 2001, between the Company and Wells Fargo Bank Minnesota, as originally executed and as it may
from time to time be supplemented or amended by one more supplemental indentures entered into
between the Company and The Bank of New York pursuant to the applicable provisions thereof,
including, for all purposes of this instrument and any such supplemental indenture, the provisions
of the Trust Indenture Act that are deemed to be a part of and govern this instrument and any such
supplemental indenture, respectively (the “Indenture”), as supplemented by a fourth
supplemental indenture (herein called the “Supplemental Indenture”), dated as of August 17,
2005, between the Company and The Bank of New York, as trustee (herein called the
“Trustee”, which term includes any successor trustee under the Supplemental Indenture), to
which Indenture and Supplemental Indenture reference is hereby made for a statement of the
respective rights, limitations of rights, duties, obligations and immunities thereunder of the
Company, the Trustee and the Holders of the Amortizing Bonds, and of the terms upon which the
Amortizing Bonds are, and are to be, authenticated and delivered.




          This Amortizing Bond may be redeemed or repurchased as set forth in the Supplemental Indenture
and summarized below. This Amortizing Bond is redeemable at the option of the Company, in whole
but not in part, on any date at a Redemption Price equal to the Remaining Principal Amount (as
defined in the Supplemental Indenture) of this Amortizing Bond, plus any accrued and unpaid
interest to the Redemption Date, if the Company determines that, as a result of (A) any change in
or amendment to the laws or regulations of Singapore or any authority of or in Singapore having
power to tax, or rulings promulgated under any such laws or regulations or by any authority of or
in Singapore having power to tax, (B) any change in the general application or official or judicial
interpretation of any such laws, regulations or rulings, or (C) any change in the general
application or official or judicial interpretation of, or any execution or amendment to, any treaty
or treaties affecting taxation to which Singapore is a party, which change, execution or amendment,
in each case, becomes effective on or after August 17, 2005, the Company has been or will be
required to pay Additional Amounts with respect to the Amortizing Bonds.




          This Amortizing Bond, or a portion thereof equal to Remaining Principal Amount for one
Amortizing Bond with an original principal amount of $1,556.76 or any integral multiple thereof, is
subject to repayment by the Company at the option of the Holder hereof upon the occurrence of
certain Repayment Events described in Section 3.2 of the Supplemental Indenture (including events
relating to change of control of the Company), at a Repayment Price equal to (1) 101% of the
Remaining Principal Amount of this Amortizing Bond minus (2) any principal due between the
Repayment Notice Date and Repayment Date, plus any accrued and unpaid interest to the Repayment
Date. In order to be repaid at the option of the Holder, this Amortizing Bond, with the “Notice to
Elect Repayment” form duly completed by the Holder hereof (or the Holder’s attorney duly authorized
in writing), must be received by the Company at its office or agency maintained for that purpose in
London, or Singapore, not later than the date specified by the Company in its notice of the
Repayment Event in accordance with Section 3.2 of the Supplemental Indenture. Exercise of such
option by the Holder of this Amortizing Bond shall be irrevocable unless waived by the Company.




          In the case of any redemption or repayment of Amortizing Bonds, principal and interest
installments whose Stated Maturity is on or prior to the Redemption Date or Repayment Date will be
payable to the Holders of such Amortizing Bonds, or one or more Predecessor Securities, of record
at the close of business on the relevant Regular Record Date referred to on the face hereof, as
provided in the Supplemental Indenture.




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Amortizing Bonds (or portions thereof) for whose redemption or repayment provision is made in
accordance with the Supplemental Indenture shall cease to bear interest from and after the
Redemption Date or Repayment Date (as applicable).




          If an Event of Default shall occur and be continuing, the principal of all the Amortizing
Bonds may be declared due and payable in the manner and with the effect provided in the
Supplemental Indenture.




          The Supplemental Indenture permits, with certain exceptions as therein provided, the amendment
thereof and the modification of the rights and obligations of the Company and the rights of the
Holders under the Supplemental Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in Remaining Principal Amount of the Amortizing Bonds at the
time Outstanding. The Supplemental Indenture also contains provisions permitting the Holders of
specified percentages in aggregate principal amount of the Amortizing Bonds at the time
Outstanding, on behalf of the Holders of all the Amortizing Bonds, to waive compliance by the
Company with certain provisions of the Supplemental Indenture and certain past defaults under the
Supplemental Indenture and their consequences. Any such consent or waiver by or on behalf of the
Holder of this Amortizing Bond shall be conclusive and binding upon such Holder and upon all future
Holders of this Amortizing Bond and of any Amortizing Bond issued upon the registration of transfer
hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver
is made upon this Amortizing Bond.




          As provided in and subject to the provisions of the Supplemental Indenture, the Holder of this
Amortizing Bond shall not have the right to institute any proceeding with respect to the
Supplemental Indenture or for the appointment of a receiver or trustee or for any other remedy
thereunder, unless such Holder shall have previously given the Trustee written notice of a
continuing Event of Default with respect to the Amortizing Bonds, the Holders of not less than 25%
in Remaining Principal Amount of the Amortizing Bonds at the time Outstanding shall have made
written request to the Trustee to institute proceedings in respect of such Event of Default as
Trustee and offered the Trustee indemnity, and the Trustee shall not have received from the Holders
of a majority in Remaining Principal Amount of Amortizing Bonds at the time Outstanding a direction
inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days
after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any
suit instituted by the Holder of this Amortizing Bond for the enforcement of any payment of
principal hereof or interest hereon on or after the respective due dates expressed herein.




          No reference herein to the Supplemental Indenture and no provision of this Amortizing Bond or
of the Supplemental Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and interest on this Amortizing Bond at the
times, place, and rate, and in the coin or currency, herein prescribed.




          As provided in the Supplemental Indenture and subject to certain limitations therein set
forth, the transfer of this Amortizing Bond is registrable on the Security Register of the Company,
upon surrender of this Amortizing Bond for registration of transfer at the office or agency of the
Company maintained for such purpose in London, duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Company and the Registrar duly executed by, the
Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Amortizing
Bonds, of authorized denominations and for the same aggregate principal amount, will be issued to
the designated transferee or transferees.




          The Amortizing Bonds are issuable only in fully registered form without coupons in
denominations of the Remaining Principal Amount for one Amortizing Bond with an original principal
amount of $1,566.76 or any integral multiple thereof. As provided in the Supplemental Indenture
and subject to certain




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limitations therein set forth, the Amortizing Bonds are exchangeable for a like aggregate
principal amount of Amortizing Bonds of a different authorized denomination, as requested by the
Holder surrendering the same.




          No service charge shall be made for any registration of transfer or exchange of Amortizing
Bonds, but the Company may require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection therewith.




          Prior to the time of due presentment of this Amortizing Bond for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name
this Amortizing Bond is registered as the owner hereof for all purposes, whether or not this
Amortizing Bond be overdue, and neither the Company, the Trustee nor any agent shall be affected by
notice to the contrary.




          All terms used in this Amortizing Bond which are defined in the Supplemental Indenture shall
have the meanings assigned to them in the Supplemental Indenture.




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FORM OF NOTICE TO ELECT REPAYMENT




          The undersigned registered Holder of the within Amortizing Bond hereby irrevocably requests
and instructs the Company to repay this Amortizing Bond (or the portion thereof specified below),
pursuant to Section 3.2 of the Supplemental Indenture referred to in this Amortizing Bond, on the
“Repayment Date” specified in the Company’s notice of occurrence of the Repayment Event, at a
Repayment Price equal to (1) 101% of the Remaining Principal Amount minus (2) any principal due
between the Repayment Notice Date and Repayment Date thereof, plus any accrued and unpaid interest
to the Repayment Date, to the undersigned at:




 






(Name and Address of the Undersigned.)




          For this Notice to Elect Repayment to be effective, this Amortizing Bond with the Notice to
Elect Repayment duly completed must be received, not later than the day that is 10 days prior to
the Repayment Date, as specified in the Company’s notice of occurrence of the Repayment Event, by
the Company at its office or agency in the London.




          If less than the entire principal amount of the within Amortizing Bond is to be repaid,
specify the portion thereof (which shall be an integral multiple of the Remaining Principal Amount
for one Amortizing Bond with an original principal amount of $1,556.76) which is to be repaid:
US$                    .




          If less than the entire principal amount of the within Amortizing Bond is to be repaid,
specify the denomination(s) of the Amortizing Bond(s) to be issued for the unpaid amount (in equal
to an integral multiple of the Remaining Principal Amount for one Amortizing Bond with an original
principal amount of $1,556.76 or any integral multiple thereof): US$                    .



Dated:




	 	 	 	 	 
	 

	 	By	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	 	 	Signature of Registered Holder






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 SCHEDULE OF EXCHANGES OF NOTES2




     The following exchanges of a part of this Global Note for other Notes have been made:



	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Original Principal	 	 
	 	 	Amount of	 	Amount of	 	Amount of this	 	 
	 	 	decrease in	 	increase in	 	Global Note	 	Signature of
	 	 	Original Principal	 	Original Principal	 	following such	 	authorized officer
	 	 	Amount of this	 	Amount of this	 	decrease (or	 	of Trustee or Note
	Date of Exchange	 	Global Note	 	Global Note	 	increase)	 	Custodian
	 
	 	 	 	 	 	 	 	 







 




			
	2	 This should be included only if the Note is
issued in global form.






39