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                                                                  Exhibit 4.19.2



                                  (ALLEN & GLEDHILL ADVOCATES & SOLICITORS LOGO)

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                                Dated 8 July 2005


                         SINGAPORE TECHNOLOGIES PTE LTD


                                       and


                           TERRA INVESTMENTS PTE. LTD.


                                       and


                    CHARTERED SEMICONDUCTOR MANUFACTURING LTD

                               NOVATION AGREEMENT




                                                    ALLEN & GLEDHILL
                                                    ONE MARINA BOULEVARD #28-00
                                                    SINGAPORE 018989

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                                                           Private Lot A12787(k)

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
CONTENTS                                                                                               PAGE
<S>     <C>                                                                                            <C>
1.      INTERPRETATION....................................................................................1


2.      SECURITY DEPOSIT..................................................................................2


3.      NEW LANDLORD'S UNDERTAKINGS.......................................................................2


4.      TENANT'S UNDERTAKINGS.............................................................................3


5.      COSTS AND EXPENSES................................................................................3


6.      CONTRACTS (RIGHTS OF THIRD PARTIES) ACT...........................................................3


7.      GOVERNING LAW.....................................................................................3
</TABLE>

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                                       i
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                                                           Private Lot A12787(k)

THIS AGREEMENT is made on 8 July 2005 BETWEEN:

(1)  SINGAPORE TECHNOLOGIES PTE LTD, a company incorporated in Singapore and
     having its registered office at 51 Cuppage Road #09-01 StarHub Centre
     Singapore 229469 (the "ORIGINAL LANDLORD");

(2)  TERRA INVESTMENTS PTE. LTD. a company incorporated in Singapore and having
     its registered office at 60B Orchard Road #06-18 Tower 2 The Atrium @
     Orchard Singapore 238891 (the "NEW LANDLORD"); and

(3)  CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
     Singapore and having its registered office 60 Woodlands Industrial Park D
     Street 2 Singapore 738406 (the "TENANT").


WHEREAS:

(A)  By the Lease (as defined below), the Original Landlord leased to the Tenant
     the Premises (as defined below) for the Term (as defined below), subject to
     the compliance by the Tenant of the tenant's obligations and the conditions
     contained in the Lease.

(B)  By an Agreement for Purchase (as defined below), the Original Landlord
     agreed to sell / transfer to the New Landlord the Premises together with
     the benefit of and subject to the Lease.

(C)  The Original Landlord wishes to be released and discharged from further
     performance of the Lease and the Tenant has agreed to release and discharge
     the Original Landlord subject to the New Landlord's agreement to perform
     the Lease and to be bound by the terms of the Lease in place of the
     Original Landlord on the terms and conditions set out below.


IT IS AGREED as follows:

1.   INTERPRETATION

1.1  Definitions

     The following definitions apply unless the context requires otherwise:

     1.1.1     "AGREEMENT FOR PURCHASE" means collectively the (1) a Sale and
               Purchase Agreement dated 15 December 2004 made between the
               Original Landlord and Temasek Holdings (Private) Limited
               ("TEMASEK HOLDINGS"), a company incorporated in the Republic of
               Singapore and having its registered office at 60B Orchard Road
               #06-18 Tower 2, The Atrium @ Orchard Singapore 238891 and (2) a
               letter of nomination dated 31 December 2004 issued by Temasek
               Holdings pursuant to the terms of the Sale and Purchase
               Agreement, nominating the New Landlord.

     1.1.2     "EFFECTIVE DATE" means 1 January 2005;

     1.1.3     "LEASE" means the agreement for sub-licence and sub-lease dated 8
               July 2005 made between the Original Landlord and the Tenant in
               respect of the Premises;

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                                                           Private Lot A12787(k)

     1.1.4     "PREMISES" means all that piece of land known as Private Lot
               A12787(k) (part of Government Survey Lot 4696I) of Mukim 13 as
               shown on the plan attached to the allocation letter dated 29
               March 2001 issued by Jurong Town Corporation in favour of the
               Original Landlord;

     1.1.5     "PERSON" means a person, firm, company or corporation; and

     1.1.6     "TERM" means a period of 30 years (less 1 day) commencing on 16
               May 2000.

1.2  General

     Headings are for convenience only and do not affect interpretation. The
     following rules of interpretation apply unless the context requires
     otherwise:

     1.2.1     the singular includes plural and conversely;

     1.2.2     a gender includes all genders;

     1.2.3     a reference to any party to this Agreement or any other agreement
               or document includes the party's successors or assigns;

     1.2.4     a reference to a right or obligation of any two or more persons
               confers that right, or imposes that obligation, on each of them
               individually and both (or all) of them together; and

     1.2.5     unless stated otherwise, one word or provision does not limit the
               effect of another.


2.   SECURITY DEPOSIT

     Each of the Original Landlord, the New Landlord and the Tenant hereby
     confirms and acknowledges that notwithstanding any agreement to the
     contrary, no rental deposit had been paid by the Tenant to the Original
     Landlord in respect of the lease by the Tenant to the Original Landlord nor
     has the Original Landlord received any rental deposits in respect of the
     lease of the Premises.


3.   NEW LANDLORD'S UNDERTAKINGS

3.1  With effect from the Effective Date, the New Landlord hereby undertakes
     with:

     3.1.1     the Original Landlord to perform the Lease and to be bound by all
               the terms, obligations, stipulations and conditions thereof in
               every way as if the New Landlord were originally named as a party
               to the Lease in lieu of the Original Landlord; and

     3.1.2     the Tenant to perform the Lease and to be bound by all the terms,
               obligations, stipulations and conditions thereof in every way as
               if the New Landlord were originally named as a party to the Lease
               in lieu of the Original Landlord,

     and the New Landlord will accordingly duly and punctually perform and
     observe all the terms, obligations, stipulations and conditions of the
     Lease on the part of the Original Landlord to be performed and observed.
     The New Landlord shall keep the Original Landlord fully indemnified against
     all claims, demands, actions, proceedings, damages, losses, costs, expenses
     and liabilities caused or contributed by any default or failure on the New
     Landlord's part to discharge and fulfil as aforesaid the Original
     Landlord's

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                                                           Private Lot A12787(k)

     obligations under the Lease, to the intent that the Original Landlord shall
     be under no further obligations or liabilities to and suffer no loss or
     expense under any claim made by the Tenant in respect of the Lease.

3.2  Nothing in this Agreement shall affect the obligations and liabilities of
     the Original Landlord under the Lease which have arisen or accrued at any
     time prior to the Effective Date and all such obligations and liabilities
     which have arisen or accrued at any time prior to the Effective Date and
     the terms and conditions of the Lease applicable in relation thereto shall
     continue in full force and effect and be binding on the Original Landlord.

3.3  Nothing in this Agreement shall impose on the New Landlord any obligations
     or liabilities under the Lease which may have arisen and accrued at any
     time prior to the Effective Date.


4.   TENANT'S UNDERTAKINGS

4.1  The Tenant hereby releases and discharges the Original Landlord from the
     further performance of the Lease with effect from the Effective Date and
     from all obligations, claims, demands and liabilities whatsoever under the
     Lease arising on or after the Effective Date and the Tenant hereby accepts
     the obligations and liability of the New Landlord in lieu of the Original
     Landlord in respect of all such obligations, claims, demands and
     liabilities whatsoever under the Lease arising on or after the Effective
     Date and hereby undertakes with the New Landlord that it shall be bound by
     all the terms, obligations, stipulations and conditions of the Lease in
     every way as if the New Landlord were originally named as a party to the
     Lease in lieu of the Original Landlord.


5.   COSTS AND EXPENSES

5.1  Each party shall bear its own legal and other costs and expenses (including
     any goods and services tax thereon) in the preparation and completion of
     this Agreement.

5.2  The New Landlord shall bear the stamp duty payable on this Agreement (in
     triplicate).


6.   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT

     A person who is not a party to this Agreement has no right under the
     Contracts (Rights of Third Parties) Act, Chapter 53B of Singapore to
     enforce or enjoy the benefit of any term of this Agreement.


7.   GOVERNING LAW

     This Agreement shall be governed by the laws of Singapore.

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                                                           Private Lot A12787(k)

IN WITNESS WHEREOF the parties hereto have entered into this Agreement on the
day and year first abovewritten.



SIGNED by Tan Ai Ching                      )
                                            )
for and behalf of                           )       /s/ Tan Ai Ching
                                            )
SINGAPORE TECHNOLOGIES PTE LTD              )
                                            )
in the presence of:                         )





/s/ Cheong Kok Tim

-------------------------

Witness's signature

Name: Cheong Kok Tim

Address:



Occupation: Legal Counsel









SIGNED by Yap Chwee Mein                    )
                                            )
for and behalf of                           )
                                            )
TERRA INVESTMENTS PTE. LTD.                 )       /s/ Yap Chwee Mein
                                            )
in the presence of:                         )



/s/ Cheong Kok Tim

-------------------------

Witness's signature

Name: Cheong Kok Tim

Address:



Occupation: Legal Counsel

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                                                           Private Lot A12787(k)

SIGNED by Chia Song Hwee                    )
                                            )
for and behalf of                           )       /s/ Chia Song Hwee
                                            )
CHARTERED SEMICONDUCTOR MANUFACTURING LTD   )
                                            )
in the presence of:                         )





/s/ Chow Min Wei

-------------------------

Witness's signature

Name: Chow Min Wei

Address:



Occupation: Legal Counsel

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