<PAGE>

                                                                     Exhibit 4.6

                                               Confidential Treatment Requested:
 The portions of this document marked by "xxxxx" have been omitted pursuant to a
      request for confidential treatment and have been filed separately with the
                                              Securities and Exchange Commission

                                                                ALLEN & GLEDHILL
                                                          ADVOCATES & SOLICITORS

CONFORMED COPY

                             Dated 23 December 2004

                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
                                   AS BORROWER

                                       and

                   OVERSEA-CHINESE BANKING CORPORATION LIMITED
                       SUMITOMO MITSUI BANKING CORPORATION
                                   AS ARRANGER

                                       and

              SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH
                                 ACTING AS AGENT

                               FACILITY AGREEMENT

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

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                      PAGE
<S>       <C>                                               <C>
  1.      DEFINITIONS AND INTERPRETATION.................     1
  2.      THE FACILITIES.................................    10
  3.      PURPOSE........................................    11
  4.      CONDITIONS OF UTILISATION......................    11
  5.      UTILISATION....................................    11
  6.      REPAYMENT......................................    12
  7.      PREPAYMENT AND CANCELLATION....................    12
  8.      INTEREST.......................................    14
  9.      INTEREST PERIODS...............................    15
 10.      CHANGES TO THE CALCULATION OF INTEREST.........    16
 11.      FEES...........................................    17
 12.      TAX GROSS UP AND INDEMNITIES...................    17
 13.      INCREASED COSTS................................    19
 14.      OTHER INDEMNITIES..............................    21
 15.      MITIGATION BY THE LENDERS......................    22
 16.      COSTS AND EXPENSES.............................    22
 17.      REPRESENTATIONS................................    23
 18.      INFORMATION UNDERTAKINGS.......................    25
 19.      FINANCIAL COVENANTS............................    26
 20.      GENERAL UNDERTAKINGS...........................    27
 21.      EVENTS OF DEFAULT..............................    31
 22.      CHANGES TO THE LENDERS.........................    34
 23.      CHANGES TO THE BORROWER........................    38
 24.      ROLE OF THE AGENT AND THE ARRANGER.............    38
 25.      CONDUCT OF BUSINESS BY THE FINANCE PARTIES.....    43
 26.      SHARING AMONG THE LENDERS......................    44
 27.      PAYMENT MECHANICS..............................    45
 28.      SET-OFF........................................    47
 29.      NOTICES........................................    47
 30.      CALCULATIONS AND CERTIFICATES..................    49
 31.      PARTIAL INVALIDITY.............................    49
 32.      REMEDIES AND WAIVERS...........................    49
 33.      AMENDMENTS AND WAIVERS.........................    49
 34.      COUNTERPARTS...................................    50
 35.      GOVERNING LAW..................................    50
</TABLE>

                                  THE SCHEDULES

<TABLE>
<CAPTION>
SCHEDULE                                                    PAGE
<S>                                                         <C>
SCHEDULE 1 The Original Lenders..........................    51
SCHEDULE 2 Conditions precedent..........................    52
SCHEDULE 3 Requests......................................    53
SCHEDULE 4 Form of Transfer Certificate..................    55
SCHEDULE 5 Form of Compliance Certificate................    57
</TABLE>

<PAGE>

<TABLE>
<CAPTION>
SCHEDULE                                                                                PAGE
<S>                                                                                     <C>
SCHEDULE 6  Form of Lender Accession Notice(s) and Commitment Increase Notice(s).....    58
SCHEDULE 7 Timetables................................................................    60
</TABLE>

<PAGE>
THIS AGREEMENT is dated 23 December 2004 and made between:

(1)   CHARTERED SEMICONDUCTOR MANUFACTURING LTD. (the "BORROWER");

(2)   OVERSEA-CHINESE BANKING CORPORATION LIMITED and SUMITOMO MITSUI BANKING
      CORPORATION, (whether acting individually or together, the "ARRANGER");

(3)   THE FINANCIAL INSTITUTIONS listed in Schedule 1 as lenders (the "ORIGINAL
      LENDERS"); and

(4)   SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH, as agent of the
      other finance parties (the "AGENT").

IT IS AGREED as follows:

1.    DEFINITIONS AND INTERPRETATION

1.1   DEFINITIONS

      In this Agreement:

      "ACCEDING LENDER" means any financial institution which has executed a
      Lender Accession Notice.

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

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

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

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

      "AVAILABILITY PERIOD" means:

      (a)   in relation to Facility A, the period from and including the date of
            this Agreement to and including the date which is three Months after
            the date of this Agreement; and

      (b)   in relation to Facility B, the period from and including the date of
            this Agreement to and including the date which is 12 Months after
            the date of this Agreement.

      "AVAILABLE COMMITMENT" means, in relation to a Facility, a Lender's
      Commitment under that Facility minus:

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

                                       1
<PAGE>

      (b)   in relation to any proposed Utilisation, the amount of its
            participation in any Loans that are due to be made under that
            Facility on or before the proposed Utilisation Date.

      "AVAILABLE FACILITY" means, in relation to a Facility, the aggregate for
      the time being of each Lender's Available Commitment in respect of that
      Facility.

      "BREAK COSTS" means the amount (if any) by which:

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

      exceeds:

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

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

      "COMMITMENT" means a Facility A Commitment or Facility B Commitment.

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

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

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

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

                                       2
<PAGE>

      "CONSOLIDATED NET WORTH" has the meaning given to it in Clause 19
      (Financial Covenants).

      "CONSOLIDATED TOTAL GROSS DEBT" has the meaning given to it in Clause 19
      (Financial Covenants).

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

      "CSP DEBT SERVICE RESERVE ACCOUNT" means the deposit account opened and
      maintained by the Borrower with the DSRA Account Bank (as defined in the
      CSP Agreement), in accordance with the terms of the CSP Agreement.

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

      "EVENT OF DEFAULT" means any event or circumstance specified as such in
      Clause 21 (Events of Default).

      "EX-IM BANK" means the Export-Import Bank of the United States and
      includes its successors in title.

      "EX-IM BANK FACILITY" means the US$652,000,000 loan guarantee facility
      granted or to be granted to the Borrower by Ex-Im Bank, to support the
      funding provided or to be provided by J P Morgan Chase Bank, N.A. to
      finance the export of equipment and supply of services to the Borrower to
      build Phase I of Fab 7.

      "EX-IM BANK FACILITY ANTICIPATION ACCOUNT" means an account or accounts
      opened and maintained or to be opened and maintained by the Borrower with
      a financial institution nominated by the Borrower and reasonably
      acceptable to Ex-Im Bank, in accordance with the terms of the Ex-Im Bank
      Facility.

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

      "FACILITY" means Facility A or Facility B.

      "FACILITY A" means the term loan facility made available under this
      Agreement as described in Clause 2.1(a).

      "FACILITY A COMMITMENT" means:

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

                                       3
<PAGE>

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

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

      "FACILITY A LOAN" means a loan made or to be made under Facility A or the
      principal amount outstanding for the time being of that loan.

      "FACILITY A LENDER" means:

      (a)   any Original Lender; and

      (b)   any bank or financial institution which has become a Facility A
            Lender in accordance with Clause 22 (Changes to the Lenders),

      which in each case has not ceased to be a Party in accordance with the
      terms of this Agreement.

      "FACILITY B" means the term loan facility made available under this
      Agreement as described in Clause 2.1(b).

      "FACILITY B COMMITMENT" means:

      (a)   in relation to any Acceding Lender, the amount in US Dollars
            specified in any Lender Accession Notice delivered pursuant to
            Clause 22.7 (Acceding Lender);

      (b)   in relation to any Facility B Lender which has executed and
            delivered any Commitment Increase Notice(s), the amount specified
            (and defined) as the Aggregate Facility B Commitment in the last
            Commitment Increase Notice executed by that Facility B Lender; and

      (c)   in relation to any other Facility B Lender, the amount in US Dollars
            of any Facility B Commitment transferred to it under this Agreement,

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

      "FACILITY B LOAN" means a loan made or to be made under Facility B or the
      principal amount outstanding for the time being of that loan.

      "FACILITY B LENDER" means any bank or financial institution which has
      become a Facility B Lender in accordance with Clause 22 (Changes to the
      Lenders), which in each case has not ceased to be a Party in accordance
      with the terms of this Agreement.

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

                                       4
<PAGE>

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

      "FINANCE DOCUMENT" means this Agreement, any Fee Letter and any other
      document designated as such by the Agent and the Borrower.

      "FINANCE PARTY" means the Agent, the Arranger or a Lender.

      "FINANCIAL INDEBTEDNESS" means, in relation to any person, any
      indebtedness of that person for or in respect of:

      (a)   moneys borrowed by that person;

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

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

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

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

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

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

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

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

      (j)   the amount of any liability of that person in respect of any
            guarantee or indemnity given by that person for any indebtedness of
            any other person for or in respect of the items referred to in
            paragraphs (a) to (f) and in paragraph (h) above in relation to such
            other person.

      "GAAP" means generally accepted accounting principles, standards and
      practices in the United States.

                                       5
<PAGE>

      "GOVERNMENTAL AGENCY" means any government or any governmental agency,
      semi-governmental or judicial entity or authority (including, without
      limitation, any stock exchange or any self-regulatory organisation
      established under any law or regulation).

      "GROUP" means the Borrower and its Subsidiaries for the time being.

      "HOLDING COMPANY" means, in relation to a company or corporation, any
      other company or corporation in respect of which it is a Subsidiary.

      "INTEREST PERIOD" means, in relation to a Loan, each period determined in
      accordance with Clause 9 (Interest Periods) and, in relation to an Unpaid
      Sum, each period determined in accordance with Clause 8.3 (Default
      interest).

      "INTERNATIONAL INVESTMENT SECURITIES" means any bonds, notes, debentures,
      debenture stocks, loan stocks, certificates or other instruments
      evidencing indebtedness (excluding, for the avoidance of any doubt, any
      loans from banks or other financial institutions or lenders) with a
      maturity of greater than one year and which (a) are, or are intended to
      be, listed, quoted or traded on any stock exchange or in any securities
      market (including, without limitation, any over-the-counter market) and
      (b) either (i) are by their terms payable, or confer a right to receive
      payment, in any currency other than Singapore Dollars or (ii) are
      denominated in Singapore Dollars and in respect of which more than 50 per
      cent. of the aggregate principal amount of the offering of such
      International Investment Securities is initially distributed outside
      Singapore by or with the consent of the Borrower.

      "LENDER" means a Facility A Lender or a Facility B Lender.

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

      "LIBOR" means, in relation to any Loan:

      (a)   the applicable Screen Rate; or

      (b)   (if no Screen Rate is available for US Dollars for the Interest
            Period of that Loan) the arithmetic mean of the rates (rounded
            upwards to four decimal places) as supplied to the Agent at its
            request quoted by the Reference Banks to leading banks in the London
            interbank market,

      as of the Specified Time on the Quotation Day for the offering of deposits
      in US Dollars for a period comparable to the Interest Period for that
      Loan.

      "LOAN" means a Facility A Loan or a Facility B Loan.

      "MAJORITY LENDERS" means:

      (a)   if there are no Loans then outstanding, a Lender or Lenders (or, if
            the Total Commitments do not exceed US$250,000,000 and there is more
            than one Lender, then two or more Lenders) whose Commitments
            aggregate more than 66 2/3% of the Total Commitments (or, if the
            Total Commitments have been

                                       6
<PAGE>

            reduced to zero, aggregated more than 66 2/3% of the Total
            Commitments immediately prior to the reduction); or

      (b)   at any other time, a Lender or Lenders (or, if the Total Commitments
            do not exceed US$250,000,000 and there is more than one Lender, then
            two or more Lenders) whose participations in the Loans then
            outstanding aggregate more than 662/3% of all the Loans then
            outstanding.

      "MARGIN" means XXXXX per cent. per annum.

      "MATERIAL ADVERSE EFFECT" means a material adverse effect on:

      (a)   the financial condition or business of the Borrower or on the
            consolidated financial condition or business of the Group taken as a
            whole; or

      (b)   the ability of the Borrower to perform and comply with its payment
            or other material obligations under any Finance Document.

      "MATERIAL SUBSIDIARY" means any of the Borrower's Subsidiaries whose
      consolidated net revenues or consolidated net assets (as shown on the most
      recent audited consolidated financial statements of such Subsidiary),
      represents 10 per cent. or more of the consolidated net revenues or, as
      the case may be, the consolidated net assets of the Borrower, as shown on
      the most recent audited consolidated financial statements of the Borrower.

      "MONTH" means a period starting on one day in a calendar month and ending
      on the numerically corresponding day in the next calendar month, except
      that:

      (a)   if the numerically corresponding day is not a Business Day, that
            period shall end on the next Business Day in that calendar month in
            which that period is to end if there is one, or if there is not, on
            the immediately preceding Business Day; and

      (b)   if there is no numerically corresponding day in the calendar month
            in which that period is to end, that period shall end on the last
            Business Day in that calendar month.

      The above rules will only apply to the last Month of any period.

      "ORIGINAL FINANCIAL STATEMENTS" means the audited consolidated financial
      statements of the Group for the financial year ended 31 December 2003.

      "PARTY" means a party to this Agreement.

      "QUOTATION DAY" means, in relation to any period for which an interest
      rate is to be determined, two Business Days before the first day of that
      period.

      "REFERENCE BANKS" means the principal London offices of Oversea-Chinese
      Banking Corporation Limited, Sumitomo Mitsui Banking Corporation and Bank
      of America, National Association or such other banks as may, by the mutual
      agreement between the Agent and the Borrower, be appointed by the Agent.

                                        7
<PAGE>

      "REPAYMENT DATES" means the dates which are 30, 36, 42, 48, 54 and 60
      Months after the first Utilisation Date.

      "REPEATING REPRESENTATIONS" means each of the representations set out in
      Clauses 17.1 (Status) to 17.4 (Power and authority), 17.7 (No default) and
      17.10 (Pari passu ranking) to 17.12 (No proceedings pending or
      threatened).

      "SCREEN RATE" means the British Bankers' Association Interest Settlement
      Rate for US Dollars for the relevant period, currently displayed on page
      3750 of the Telerate screen. If the agreed page is replaced or service
      ceases to be available, the Agent may specify another page or service
      displaying the appropriate rate after consultation with the Borrower and
      the Lenders.

      "SECURITY" means a mortgage, charge, pledge, lien or other security
      interest securing any obligation of any person or any other agreement or
      arrangement having a similar effect.

      "SELECTION NOTICE" means a notice substantially in the form set out in
      Part II of Schedule 3 (Requests) given in accordance with Clause 9
      (Interest Periods).

      "SINGAPORE DOLLARS" or "S$" means Singapore dollars.

      "SPECIFIED TIME" means a time determined in accordance with Schedule 7
      (Timetables).

      "SUBSIDIARY" means a subsidiary within the meaning of section 5 of the
      Companies Act, Chapter 50 of Singapore.

      "TAX" means any tax, levy, impost, duty or other charge or withholding of
      a similar nature (including any penalty or interest payable in connection
      with any failure to pay or any delay in paying any of the same).

      "TEMASEK" means Temasek Holdings (Private) Limited, registration number
      197401143C.

      "TERMINATION DATE" means the date falling 60 Months after the first
      Utilisation Date.

      "TOTAL COMMITMENTS" means the aggregate of the Total Facility A
      Commitments and the Total Facility B Commitments.

      "TOTAL FACILITY A COMMITMENTS" means the aggregate of the Facility A
      Commitments, being US$200,000,000 at the date of this Agreement.

      "TOTAL FACILITY B COMMITMENTS" means the aggregate of the Facility B
      Commitments.

      "TRANSFER CERTIFICATE" means a certificate substantially in the form set
      out in Schedule 4 (Form of Transfer Certificate) or any other form agreed
      between the Agent and the Borrower.

      "TRANSFER DATE" means, in relation to a transfer, the later of:

      (a)   the proposed Transfer Date specified in the Transfer Certificate;
            and

      (b)   the date on which the Agent executes the Transfer Certificate.

                                        8
<PAGE>

      "UNENCUMBERED ASSETS" means, at any time, the assets of the Borrower which
      are not subject to any Security.

      "UNPAID SUM" means any sum due and payable but unpaid by the Borrower
      under the Finance Documents.

      "US DOLLARS" or "US$" means United States dollars.

      "UTILISATION" means a utilisation of a Facility.

      "UTILISATION DATE" means the date of a Utilisation, being the date on
      which the relevant Loan is to be made.

      "UTILISATION REQUEST" means a notice substantially in the form set out in
      Part I of Schedule 3 (Requests).

1.2   CONSTRUCTION

      (a)   Unless a contrary indication appears, any reference in this
            Agreement to:

            (i)   the "AGENT", the "ARRANGER", any "FINANCE PARTY", any
                  "LENDER", the "BORROWER" or any "PARTY" shall be construed so
                  as to include its successors in title, permitted assigns and
                  permitted transferees;

            (ii)  "ASSETS" includes present and future properties, revenues and
                  rights of every description;

            (iii) one person being "CONTROLLED" by another means that that other
                  person (aa) owns directly or indirectly, more than 50 per
                  cent. of the whole of the issued share capital of any class of
                  the share capital of the Borrower which confers voting rights
                  or voting powers upon the holders of the share capital of such
                  class to the extent of their respective shareholdings or (bb)
                  has the ability, directly or indirectly, to influence any
                  decision of, or to direct or cause the direction of the
                  management and policies (including operations and maintenance
                  decisions) of that person;

            (iv)  a "FINANCE DOCUMENT" or any other agreement or instrument is a
                  reference to that Finance Document or other agreement or
                  instrument as amended or novated;

            (v)   "INDEBTEDNESS" includes any obligation (whether incurred as
                  principal or as surety) for the payment or repayment of money,
                  whether present or future, actual or contingent;

            (vi)  a "PERSON" includes any person, firm, company, corporation,
                  government, state or agency of a state or any association,
                  trust or partnership (whether or not having separate legal
                  personality) or two or more of the foregoing;

            (vii) a "REGULATION" includes any regulation, rule, official
                  directive, request or guideline (whether or not having the

                                        9
<PAGE>

                  force of law but if not having the force of law, which is
                  generally complied with by those to whom it is addressed) of
                  any governmental, intergovernmental or supranational body,
                  agency, department or regulatory, self-regulatory or other
                  relevant authority or organisation;

            (viii) a provision of law is a reference to that provision as
                  amended or re-enacted; and

            (ix)  a time of day is a reference to Singapore time.

      (b)   Clause and Schedule headings are for ease of reference only.

      (c)   Unless a contrary indication appears, a term used in any other
            Finance Document or in any notice or certificate given under or in
            connection with any Finance Document has the same meaning in that
            Finance Document, notice or certificate as in this Agreement.

      (d)   A Default is "CONTINUING" if it has not been remedied or waived.

1.3   THIRD PARTY RIGHTS

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

      (b)   Notwithstanding any terms of this Agreement the consent of any third
            party is not required for any variation (including any release or
            compromise of any liability under) or termination of this Agreement.

2.    THE FACILITIES

2.1   THE FACILITIES

      Subject to the terms of this Agreement:

      (a)   the Facility A Lenders make available to the Borrower a term loan
            facility in an aggregate amount equal to the Total Facility A
            Commitments; and

      (b)   the Facility B Lenders make available to the Borrower a term loan
            facility in an aggregate amount equal to the Total Facility B
            Commitments.

2.2   FINANCE PARTIES' RIGHTS AND OBLIGATIONS

      (a)   The obligations of each Finance Party under the Finance Documents
            are several. Failure by a Finance Party to perform its obligations
            under the Finance Documents does not affect the obligations of any
            other Party under the Finance Documents. No Finance Party is
            responsible for the obligations of any other Finance Party under the
            Finance Documents.

      (b)   The rights of each Finance Party under or in connection with the
            Finance Documents are separate and independent rights and any debt
            arising under the Finance Documents to a Finance Party from the
            Borrower shall be a separate and independent debt.

                                       10
<PAGE>

      (c)   A Finance Party may, except as otherwise stated in the Finance
            Documents, separately enforce its rights under the Finance
            Documents.

3.    PURPOSE

3.1   PURPOSE

      The Borrower shall apply all amounts borrowed by it under each Facility
      towards (a) repaying its existing borrowings or (b) its working capital
      requirements.

3.2   MONITORING

      No Finance Party is bound to monitor or verify the application of any
      amount borrowed pursuant to this Agreement.

4.    CONDITIONS OF UTILISATION

4.1   INITIAL CONDITIONS PRECEDENT

      The Borrower may not deliver a Utilisation Request unless the Agent has
      received all of the documents and other evidence listed in Schedule 2
      (Conditions Precedent) in form and substance satisfactory to the Agent.
      The Agent shall notify the Borrower and the Lenders promptly upon being so
      satisfied.

4.2   FURTHER CONDITIONS PRECEDENT

      The Lenders will only be obliged to comply with Clause 5.4 (Lenders'
      participation) if on the date of the Utilisation Request and on the
      proposed Utilisation Date:

      (a)   no Default is continuing or would result from the proposed Loan; and

      (b)   the Repeating Representations to be made by the Borrower are true in
            all material respects.

5. UTILISATION

5.1   DELIVERY OF A UTILISATION REQUEST

      The Borrower may utilise a Facility by delivery to the Agent of a duly
      completed Utilisation Request not later than the Specified Time (or such
      later time as the Lenders participating in that Facility may agree).

5.2   COMPLETION OF A UTILISATION REQUEST

(a)   Each Utilisation Request is irrevocable and will not be regarded as having
      been duly completed unless:

      (i)   it identifies the Facility to be utilised;

      (ii)  the proposed Utilisation Date is a Business Day within the
            Availability Period applicable to that Facility;

      (iii) the currency and amount of the Utilisation comply with Clause 5.3
            (Currency and amount);

      (iv)  the proposed Interest Period complies with Clause 9 (Interest
            Periods); and

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<PAGE>

      (v)   it specifies the account and bank (which must be in New York City)
            to which the proceeds of the Utilisation are to be credited.

(b)   Only one Loan may be requested in each Utilisation Request.

5.3   CURRENCY AND AMOUNT

      (a)   The currency specified in a Utilisation Request must be US Dollars.

      (b)   The amount of the proposed Loan must be a minimum of US$10,000,000
            or a higher integral multiple of US$2,000,000 or, if less, the
            Available Facility and in any event such that it is less than or
            equal to the Available Facility.

5.4   LENDERS' PARTICIPATION

      (a)   If the conditions set out in this Agreement have been met, each
            Lender shall make its participation in each Loan available by the
            Utilisation Date through its Facility Office.

      (b)   The amount of each Lender's participation in each Loan will be equal
            to the proportion borne by its Available Commitment to the Available
            Facility immediately prior to making the Loan.

      (c)   The Agent shall notify each Lender of the amount of each Loan and
            the amount of its participation in that Loan by the Specified Time.

6.    REPAYMENT

6.1   REPAYMENT OF LOANS

      The Loans outstanding at the end of the Availability Period shall be
      repaid in six equal semi-annual instalments. One instalment shall fall due
      on each Repayment Date.

6.2   REBORROWING

      The Borrower may not reborrow any part of a Facility which is repaid.

7.    PREPAYMENT AND CANCELLATION

7.1   ILLEGALITY

      If it becomes unlawful in Singapore or the jurisdiction of its head office
      or its Facility Office for a Lender to perform any of its obligations as
      contemplated by this Agreement or to fund or maintain its participation in
      any Loan:

      (a)   that Lender shall promptly notify the Agent upon becoming aware of
            that event;

      (b)   upon the Agent notifying the Borrower, the Commitment of that Lender
            will be immediately cancelled; and

      (c)   the Borrower shall repay that Lender's participation in the Loans on
            the last day of the Interest Period for each Loan occurring after
            the Agent has notified the Borrower or, if earlier, the date
            specified by the Lender in the notice delivered to the Agent (being
            no earlier than the last day of any applicable grace period
            permitted by law).

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<PAGE>

7.2   CHANGE OF CONTROL

      If Temasek ceases (a) to be (directly or indirectly) the single largest
      shareholder of the Borrower, (b) to control the Borrower or (c) to own
      (directly or indirectly) at least 30 per cent. of the ordinary issued
      shares of the Borrower:

      (i)   the Borrower shall promptly notify the Agent upon becoming aware of
            that event;

      (ii)  the Borrower may not deliver a Utilisation Request and no Loan shall
            be made available unless otherwise agreed by the Majority Lenders;
            and

      (iii) if the Majority Lenders so require, the Agent shall, by not less
            than 30 days' notice to the Borrower, cancel the Facility and
            declare all outstanding Loans, together with accrued interest, and
            all other amounts accrued under the Finance Documents immediately
            due and payable, whereupon the Facility will be cancelled and all
            such outstanding amounts will become immediately due and payable.

7.3   UNDRAWN FACILITY

      Any part of a Facility which is undrawn by the Borrower at close of
      business in Singapore on the last day of its Availability Period shall be
      deemed to have been cancelled by the Borrower.

7.4   VOLUNTARY CANCELLATION

      The Borrower may, if it gives the Agent not less than five Business Days'
      (or such shorter period as the Majority Lenders may agree) prior notice,
      cancel the whole or any part (being a minimum amount of US$10,000,000 or a
      higher integral multiple of US$1,000,000) of an Available Facility. Any
      cancellation under this Clause 7.4 shall reduce the Commitments of the
      Lenders rateably under that Facility.

7.5   VOLUNTARY PREPAYMENT OF LOANS

      (a)   The Borrower may, if it gives the Agent not less than five Business
            Days' (or such shorter period as the Majority Lenders may agree)
            prior notice, prepay the whole or any part of a Loan (but if in
            part, being an amount that reduces the amount of that Loan by a
            minimum amount of US$10,000,000 or a higher integral multiple of
            US$1,000,000).

      (b)   A Loan may be prepaid on the last day of any of its Interest
            Periods.

      (c)   Any prepayment under this Clause 7.5 shall satisfy the obligations
            under Clause 6 (Repayment) in inverse chronological order.

7.6   RIGHT OF REPAYMENT AND CANCELLATION IN RELATION TO A SINGLE LENDER

      (a)   IF:

            (i)   any sum payable to any Lender by the Borrower is required to
                  be increased under paragraph (c) of Clause 12.2 (Tax
                  gross-up);

            (ii)  any Lender claims indemnification from the Borrower under
                  Clause 12.3 (Tax indemnity) or Clause 13.1 (Increased costs);
                  or

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<PAGE>

            (iii) the rate notified by a Lender in relation to a particular
                  Interest Period under Clause 10.2(a)(ii) is higher than the
                  lowest rate notified by any other Lender under that Clause,

            the Borrower may, whilst the circumstance giving rise to the
            requirement or indemnification continues, give the Agent notice of
            cancellation of the Commitment of that Lender and its intention to
            procure the repayment of that Lender's participation in the Loans.

      (b)   On receipt of a notice referred to in paragraph (a) above, the
            Commitment of that Lender shall immediately be reduced to zero.

      (c)   On the last day of each Interest Period which ends after the
            Borrower has given notice under paragraph (a) above (or, if earlier,
            the date specified by the Borrower in that notice), the Borrower
            shall repay that Lender's participation in that Loan.

7.7   RESTRICTIONS

      (a)   Any notice of cancellation or prepayment given by any Party under
            this Clause 7 shall be irrevocable and, unless a contrary indication
            appears in this Agreement, shall specify the date or dates upon
            which the relevant cancellation or prepayment is to be made and the
            amount of that cancellation or prepayment.

      (b)   Any prepayment under this Agreement shall be made together with
            accrued interest on the amount prepaid and, subject to any Break
            Costs, without premium or penalty.

      (c)   The Borrower may not reborrow any part of a Facility which is
            prepaid.

      (d)   The Borrower shall not repay or prepay all or any part of the Loans
            or cancel all or any part of the Commitments except at the times and
            in the manner expressly provided for in this Agreement.

      (e)   No amount of the Total Commitments cancelled under this Agreement
            may be subsequently reinstated.

      (f)   If the Agent receives a notice under this Clause 7 it shall promptly
            forward a copy of that notice to either the Borrower or the affected
            Lender(s), as appropriate.

8.    INTEREST

8.1   CALCULATION OF INTEREST

      The rate of interest on each Loan for each Interest Period is the
      percentage rate per annum which is the aggregate of:

      (a)   the Margin; and

      (b)   the applicable LIBOR.

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<PAGE>

8.2   PAYMENT OF INTEREST

      The Borrower shall pay accrued interest on each Loan on the last day of
      each Interest Period.

8.3   DEFAULT INTEREST

      (a)   If the Borrower fails to pay any amount payable by it under a
            Finance Document on its due date, interest shall accrue on the
            overdue amount from the due date up to the date of actual payment
            (both before and after judgment) at a rate which, subject to
            paragraph (b) below, is the sum of 1.5 per cent. and the rate which
            would have been payable if the overdue amount had, during the period
            of non-payment, constituted a Loan for successive Interest Periods,
            each of a duration selected by the Agent (acting reasonably). Any
            interest accruing under this Clause 8.3 shall be immediately payable
            by the Borrower on demand by the Agent.

      (b)   If any overdue amount consists of all or part of a Loan which became
            due on a day which was not the last day of an Interest Period
            relating to that Loan:

            (i)   the first Interest Period for that overdue amount shall have a
                  duration equal to the unexpired portion of the current
                  Interest Period relating to that Loan; and

            (ii)  the rate of interest applying to the overdue amount during
                  that first Interest Period shall be the sum of 1.5 per cent.
                  and the rate which would have applied if the overdue amount
                  had not become due.

      (c)   Default interest (if unpaid) arising on an overdue amount will be
            compounded with the overdue amount at the end of each Interest
            Period applicable to that overdue amount but will remain immediately
            due and payable.

8.4   NOTIFICATION OF RATES OF INTEREST

      The Agent shall promptly notify the Lenders and the Borrower of the
      determination of a rate of interest under this Agreement.

9.    INTEREST PERIODS

9.1   SELECTION OF INTEREST PERIODS

      (a)   The Borrower may select an Interest Period for a Loan in the
            Utilisation Request for that Loan or (if the Loan has already been
            borrowed) in a Selection Notice.

      (b)   Each Selection Notice for a Loan is irrevocable and must be
            delivered to the Agent by the Borrower not later than the Specified
            Time.

      (c)   If the Borrower fails to deliver a Selection Notice to the Agent in
            accordance with paragraph (b) above, the relevant Interest Period
            will be six Months.

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<PAGE>

      (d)   Subject to this Clause 9, the Borrower may select an Interest Period
            of one, two, three or six Months or any other period agreed between
            the Borrower and the Agent (acting on the instructions of all the
            Lenders).

      (e)   An Interest Period for a Loan shall not extend beyond the
            Termination Date. In addition, the Borrower may select an Interest
            Period of less than one Month for any one or more Loans if
            necessary, to ensure that there are sufficient Loans which have an
            Interest Period ending on a Repayment Date for the Borrower to repay
            the instalment due on that Repayment Date.

      (f)   Each Interest Period for a Loan shall start on the Utilisation Date
            or (if already made) on the last day of its preceding Interest
            Period.

      (g)   The first Interest Period for a Loan shall, subject to this Clause
            9, end (in the case of the first Loan) on the date falling one, two,
            three or six Months thereafter, as so selected by the Borrower, and
            (in the case of any subsequent Loan) on the same date as the then
            current Interest Period relating to the first Loan.

9.2   NON-BUSINESS DAYS

      If an Interest Period would otherwise end on a day which is not a Business
      Day, that Interest Period will instead end on the next Business Day in
      that calendar month (if there is one) or the preceding Business Day (if
      there is not).

10.   CHANGES TO THE CALCULATION OF INTEREST

10.1  ABSENCE OF QUOTATIONS

      Subject to Clause 10.2 (Market disruption), if LIBOR is to be determined
      by reference to the Reference Banks but a Reference Bank does not supply a
      quotation by the Specified Time on the Quotation Day, the applicable LIBOR
      shall be determined on the basis of the quotations of the remaining
      Reference Banks.

10.2  MARKET DISRUPTION

      (a)   If a Market Disruption Event occurs in relation to a Loan for any
            Interest Period, then the rate of interest on each Lender's share of
            that Loan for that Interest Period shall be the rate per annum which
            is the sum of:

            (i)   the Margin; and

            (ii)  the rate notified to the Agent by that Lender as soon as
                  practicable and in any event before interest is due to be paid
                  in respect of that Interest Period, to be that which expresses
                  as a percentage rate per annum the cost to that Lender of
                  funding its participation in that Loan from whatever source it
                  may reasonably select.

      (b)   In this Agreement "MARKET DISRUPTION EVENT" means:

            (i)   at or about noon (London time) on the Quotation Day for the
                  relevant Interest Period the Screen Rate is not available and
                  none or only one

                                       16
<PAGE>

                  of the Reference Banks supplies a rate to the Agent to
                  determine LIBOR for US Dollars for the relevant Interest
                  Period; or

            (ii)  before close of business in Singapore on the Quotation Day for
                  the relevant Interest Period, the Agent receives notifications
                  from a Lender or Lenders (whose participations in a Loan
                  exceed 51 per cent. of that Loan) that the cost to it or them
                  of obtaining matching deposits in the London interbank market
                  would be in excess of LIBOR.

10.3  ALTERNATIVE BASIS OF INTEREST OR FUNDING

      (a)   If a Market Disruption Event occurs and the Agent or the Borrower so
            requires, the Agent and the Borrower shall enter into negotiations
            (for a period of not more than thirty days) with a view to agreeing
            a substitute basis for determining the rate of interest.

      (b)   Any alternative basis agreed pursuant to paragraph (a) above shall,
            with the prior consent of all the Lenders and the Borrower:

            (i)   be binding on all Parties;

            (ii)  be the basis upon which interest on each Lender's share of
                  that Loan for that Interest Period shall be determined and
                  paid; and

            (iii) override and replace the rate of interest, determined under
                  Clause 10.2(a) on each Lender's share of that Loan for that
                  Interest Period.

10.4  BREAK COSTS

      (a)   The Borrower shall, within five Business Days of demand by a Finance
            Party, pay to that Finance Party its Break Costs attributable to all
            or any part of a Loan or an Unpaid Sum being paid by the Borrower on
            a day other than the last day of an Interest Period for that Loan or
            that Unpaid Sum.

      (b)   Each Lender shall, together with its demand made pursuant to
            paragraph (a) above, provide a certificate confirming the amount,
            and setting out the computation of its Break Costs for any Interest
            Period in which they accrue.

11.   FEES

11.1  MANAGEMENT FEE

      The Borrower shall pay to the Agent (for the account of the Original
      Lenders) a management fee in the amount and at the times agreed in a Fee
      Letter.

11.2  AGENCY FEE

      The Borrower shall pay to the Agent (for its own account) an agency fee in
      the amount and at the times agreed in a Fee Letter.

12.   TAX GROSS UP AND INDEMNITIES

12.1  DEFINITIONS

      (a)   In this Clause 12:

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<PAGE>

            "PROTECTED PARTY" means a Finance Party which is or will be subject
            to any liability, or required to make any payment, for or on account
            of Tax in relation to a sum received or receivable (or any sum
            deemed for the purposes of Tax to be received or receivable) under a
            Finance Document.

            "TAX CREDIT" means a credit against, relief or remission for, or
            repayment of any Tax.

            "TAX DEDUCTION" means a deduction or withholding for or on account
            of Tax from a payment under a Finance Document.

            "TAX PAYMENT" means an increased payment made by the Borrower to a
            Finance Party under Clause 12.2 (Tax gross-up) or a payment under
            Clause 12.3 (Tax indemnity).

      (b)   In this Clause 12 a reference to "DETERMINES" or "DETERMINED" means
            a determination made reasonably by the person making that
            determination.

12.2  TAX GROSS-UP

      (a)   The Borrower shall make all payments to be made by it without any
            Tax Deduction, unless a Tax Deduction is required by law, in which
            case the amount of the payment due from the Borrower shall be
            increased to an amount which (after making any Tax Deduction) leaves
            an amount equal to the payment which would have been due if no Tax
            Deduction had been required.

      (b)   The Borrower or a Lender shall promptly upon becoming aware that the
            Borrower must make a Tax Deduction (or that there is any change in
            the rate or the basis of a Tax Deduction) notify the Agent
            accordingly. If the Agent receives such notification from a Lender
            it shall promptly notify the Borrower.

      (c)   If the Borrower is required to make a Tax Deduction, it shall make
            that Tax Deduction and any payment required in connection with that
            Tax Deduction within the time allowed and in the minimum amount
            required by law.

      (d)   Within thirty days of making either a Tax Deduction or any payment
            required in connection with that Tax Deduction, the Borrower shall
            deliver to the Agent for the Finance Party entitled to the payment
            evidence reasonably satisfactory to that Finance Party that the Tax
            Deduction has been made or (as applicable) any appropriate payment
            has been paid to the relevant taxing authority.

12.3        TAX INDEMNITY

      (a)   The Borrower shall (within five Business Days of demand by the
            Agent) pay to a Protected Party an amount equal to the loss,
            liability or cost which that Protected Party determines has been
            suffered for or on account of Tax by that Protected Party in respect
            of a Finance Document.

      (b)   Paragraph (a) above shall not apply with respect to any Tax assessed
            on a Finance Party:

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<PAGE>

            (i)   under the law of the jurisdiction in which that Finance Party
                  is incorporated; or

            (ii)  under the law of the jurisdiction in which that Finance
                  Party's Facility Office is located in respect of amounts
                  received or receivable in that jurisdiction,

            if that Tax is calculated by reference to the net income received or
            receivable (but not any sum deemed to be received or receivable) by
            that Finance Party.

      (c)   A Protected Party making, or intending to make, a claim under
            paragraph (a) above shall promptly notify the Agent of the event
            which will give, or has given, rise to the claim, following which
            the Agent shall promptly notify the Borrower in writing.

      (d)   A Protected Party shall, on receiving a payment from the Borrower
            under this Clause 12.3, notify the Agent.

12.4  TAX CREDIT

      If the Borrower makes a Tax Payment and the relevant Finance Party
      determines that:

      (a)   a Tax Credit is attributable either to an increased payment of which
            that Tax Payment forms part or to that Tax Payment; and

      (b)   that Finance Party has obtained and utilised that Tax Credit,

      the Finance Party shall pay an amount to the Borrower which that Finance
      Party determines will leave it (after that payment) in no better and no
      worse position in respect of its worldwide Tax liabilities than it would
      have been in had the Tax Payment not been required to be made by the
      Borrower.

12.5  STAMP DUTIES

      The Borrower shall, within five Business Days of demand, pay and indemnify
      each Finance Party against any cost, loss or liability that Finance Party
      incurs in relation to all stamp duty, registration and other similar Taxes
      payable in respect of any Finance Document.

12.6  GOODS AND SERVICES TAX

      The Borrower shall also within five Business Days of demand, in addition
      to any amount payable by the Borrower to the relevant Finance Party under
      a Finance Document, pay any goods and services, value added or similar Tax
      payable in respect of that amount (and references in that Finance Document
      to that amount shall be deemed to include any such Taxes payable in
      addition to it).

13.   INCREASED COSTS

13.1  INCREASED COSTS

      (a)   Subject to Clause 13.3 (Exceptions) and Clause 22.2 (Conditions of
            assignment or transfer) the Borrower shall, within five Business
            Days of a demand by the Agent, pay for the account of a Finance
            Party the amount of

                                       19
<PAGE>

            any Increased Costs incurred by that Finance Party or its Holding
            Company as a result of (i) the introduction of or any change in (or
            in the interpretation, administration or application of) any law or
            regulation in Singapore or the jurisdiction of its head office,
            Facility Office or Holding Company, in each case, after the date of
            this Agreement or (ii) compliance with any law or regulation in
            Singapore or the jurisdiction of its head office, Facility Office or
            Holding Company made after the date of this Agreement.

      (b)   In this Agreement "INCREASED COSTS" means:

            (i)   a reduction in the rate of return from the Facility or on a
                  Finance Party's (or its Holding Company's) overall capital;

            (ii)  an additional or increased cost; or

            (iii) a reduction of any amount due and payable under any Finance
                  Document,

            which is incurred or suffered by a Finance Party or its Holding
            Company to the extent that it is attributable to that Finance Party
            having entered into its Commitment or funding or performing its
            obligations under any Finance Document.

13.2  INCREASED COST CLAIMS

      (a)   A Finance Party intending to make a claim pursuant to Clause 13.1
            (Increased costs) shall notify the Agent of the event giving rise to
            the claim, following which the Agent shall promptly notify the
            Borrower.

      (b)   Each Finance Party shall, together with its notification to the
            Agent pursuant to paragraph (a) above, provide a certificate
            confirming the amount of its Increased Costs.

13.3  EXCEPTIONS

      (a)   Clause 13.1 (Increased costs) does not apply to the extent any
            Increased Cost is:

            (i)   attributable to a Tax Deduction required by law to be made by
                  the Borrower;

            (ii)  compensated for by Clause 12.3 (Tax indemnity) (or would have
                  been compensated for under Clause 12.3 (Tax indemnity) but was
                  not so compensated solely because any of the exclusions in
                  paragraph (b) of Clause 12.3 (Tax indemnity) applied); or

            (iii) attributable to the breach by the relevant Finance Party or
                  its Holding Company of any law or regulation or is an amount
                  which would not have been payable by the relevant Finance
                  Party or its Holding Company but for its negligence in failing
                  to comply with any law or regulation.

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<PAGE>

      (b)   In this Clause 13.3, a reference to a "TAX DEDUCTION" has the same
            meaning given to the term in Clause 12.1 (Definitions).

14.   OTHER INDEMNITIES

14.1  CURRENCY INDEMNITY

      (a)   If any sum due from the Borrower under the Finance Documents (a
            "SUM"), or any order, judgment or award given or made in relation to
            a Sum, has to be converted from the currency (the "FIRST CURRENCY")
            in which that Sum is payable into another currency (the "SECOND
            CURRENCY") for the purpose of:

            (i)   making or filing a claim or proof against the Borrower; or

            (ii)  obtaining or enforcing an order, judgment or award in relation
                  to any litigation or arbitration proceedings,

            the Borrower shall as an independent obligation, within five
            Business Days of demand, indemnify each Finance Party to whom that
            Sum is due against any cost, loss or liability arising out of or as
            a result of the conversion including any discrepancy between (A) the
            rate of exchange used to convert that Sum from the First Currency
            into the Second Currency and (B) the rate or rates of exchange
            available to that person at the time of its receipt of that Sum.

      (b)   The Borrower waives any right it may have in any jurisdiction to pay
            any amount under the Finance Documents in a currency or currency
            unit other than that in which it is expressed to be payable.

14.2  OTHER INDEMNITIES

      The Borrower shall, within five Business Days of demand, indemnify each
      Finance Party against any cost, loss or liability incurred by that Finance
      Party as a result of:

      (a)   the occurrence of any Event of Default;

      (b)   a failure by the Borrower to pay any amount due under a Finance
            Document on its due date, including without limitation, any cost,
            loss or liability arising as a result of Clause 26 (Sharing among
            the Lenders);

      (c)   funding, or making arrangements to fund, its participation in a Loan
            requested by the Borrower in a Utilisation Request but not made by
            reason of the operation of any one or more of the provisions of this
            Agreement (other than by reason of default or negligence by that
            Lender alone); or

      (d)   a Loan (or part of a Loan) not being prepaid in accordance with a
            notice of prepayment given by the Borrower.

14.3  INDEMNITY TO THE AGENT

      The Borrower shall promptly indemnify the Agent against any cost, loss or
      liability incurred by the Agent (acting reasonably) as a result of:

      (a)   investigating (after consultation with the Borrower) any event which
            it reasonably believes is a Default; or

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<PAGE>

      (b)   acting or relying on any notice, request or instruction purportedly
            by the Borrower which it reasonably believes to be genuine, correct
            and appropriately authorised.

15.   MITIGATION BY THE LENDERS

15.1  MITIGATION

      (a)   Each Finance Party shall, in consultation with the Borrower, take
            all reasonable steps to mitigate any circumstances which arise and
            which would result in any amount becoming payable under, or
            cancelled pursuant to, any of Clause 7.1 (Illegality), Clause 12
            (Tax Gross Up and Indemnities) or Clause 13 (Increased Costs)
            including (but not limited to) transferring its rights and
            obligations under the Finance Documents to another Affiliate or
            Facility Office.

      (b)   Paragraph (a) above does not in any way limit the obligations of the
            Borrower under the Finance Documents.

15.2  LIMITATION OF LIABILITY

      (a)   The Borrower shall indemnify each Finance Party for all costs and
            expenses reasonably incurred by that Finance Party as a result of
            steps taken by it under Clause 15.1 (Mitigation).

      (b)   A Finance Party is not obliged to take any steps under Clause 15.1
            (Mitigation) if, in the opinion of that Finance Party (acting
            reasonably), to do so is likely to be prejudicial to it.

16.   COSTS AND EXPENSES

16.1  TRANSACTION EXPENSES

      The Borrower shall within five Business Days of demand pay the Agent and
      the Arranger the amount of all costs and expenses (including legal fees)
      reasonably incurred by any of them in connection with the negotiation,
      preparation, printing, execution and syndication of:

      (a)   this Agreement and any other Finance Documents referred to in this
            Agreement; and

      (b)   any other Finance Documents executed after the date of this
            Agreement.

16.2  AMENDMENT COSTS

      If the Borrower requests an amendment, waiver or consent, the Borrower
      shall, within five Business Days of demand, reimburse the Agent for the
      amount of all costs and expenses (including legal fees) reasonably
      incurred by the Agent in responding to, evaluating, negotiating or
      complying with that request.

16.3  ENFORCEMENT COSTS

      The Borrower shall, within five Business Days of demand, pay to each
      Finance Party the amount of all costs and expenses (including legal fees)
      incurred by that Finance

                                       22
<PAGE>

      Party in connection with the enforcement of, or the preservation of any
      rights under, any Finance Document.

17.   REPRESENTATIONS

      The Borrower makes the representations and warranties set out in this
      Clause 17 to each Finance Party on the date of this Agreement.

17.1  STATUS

      (a)   It is a corporation, duly incorporated and validly existing under
            the law of Singapore.

      (b)   It and each of its Subsidiaries has the power to own its assets and
            carry on its business as it is being conducted.

17.2  BINDING OBLIGATIONS

      The obligations expressed to be assumed by it in each Finance Document
      are, subject to any general principles of law limiting its obligations
      which are specifically referred to in any legal opinion delivered pursuant
      to Clause 4 (Conditions of Utilisation), legal, valid, binding and
      enforceable obligations.

17.3  NON-CONFLICT WITH OTHER OBLIGATIONS

      The entry into and performance by it of, and the transactions contemplated
      by, the Finance Documents do not and will not conflict with:

      (a)   any law or regulation applicable to it;

      (b)   its constitutional documents; or

      (c)   any agreement or instrument binding upon it or any of its assets or
            (to an extent which would have a Material Adverse Effect on it) any
            of its Subsidiaries or any of its Subsidiaries' assets.

17.4  POWER AND AUTHORITY

      It has the power to enter into, perform and deliver, and has taken all
      necessary action to authorise its entry into, performance and delivery of,
      the Finance Documents and the transactions contemplated by those Finance
      Documents.

17.5  VALIDITY AND ADMISSIBILITY IN EVIDENCE

      All Authorisations required:

      (a)   to enable it lawfully to enter into, exercise its rights and comply
            with its obligations in the Finance Documents; and

      (b)   to make the Finance Documents admissible in evidence in Singapore,

      have been obtained or effected and are in full force and effect.

17.6  NO FILING OR STAMP TAXES

      It is not necessary, under Singapore law, that the Finance Documents be
      filed, recorded or enrolled with any court or other authority in that
      jurisdiction or that any

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<PAGE>

      stamp, registration or similar tax be paid on or in relation to the
      Finance Documents or the transactions contemplated by the Finance
      Documents.

17.7  NO DEFAULT

      (a)   No Event of Default is continuing or might reasonably be expected to
            result from the making of any Utilisation.

      (b)   No other event or circumstance is outstanding which constitutes a
            default under any other agreement or instrument which is binding on
            it or any of its Subsidiaries or to which its (or any of its
            Subsidiaries') assets are subject which, in each case, might
            reasonably be expected to have a Material Adverse Effect.

17.8  NO MISLEADING INFORMATION

      (a)   Any material written factual information provided by it in relation
            to this Agreement was true and accurate in all material respects as
            at the date it was provided or as at the date (if any) at which it
            is stated.

      (b)   Nothing has occurred or been omitted from the factual information so
            provided that results in the information referred to in paragraph
            (a) above provided by it being untrue or misleading in any material
            respect.

17.9  FINANCIAL STATEMENTS

      (a)   Its Original Financial Statements were prepared in accordance with
            GAAP consistently applied.

      (b)   Its Original Financial Statements give a true and fair view of its
            consolidated financial condition and operations as at the end of and
            for the relevant financial year.

      (c)   There has been no change in its financial condition (or the
            consolidated financial condition of the Group) since 30 September
            2004 which has a material adverse effect on the ability of the
            Borrower to perform and comply with its payment or other material
            obligations under this Agreement.

17.10 PARI PASSU RANKING

      Its payment obligations under the Finance Documents rank at least pari
      passu with the claims of all its other unsecured and unsubordinated
      creditors, except for obligations mandatorily preferred by law in
      Singapore applying to companies generally.

17.11 WINDING-UP

      No meeting has been convened for the winding-up of it or any of its
      Subsidiaries or for the appointment of a receiver, trustee, judicial
      manager, administrator, administrative receiver, compulsory manager or
      other similar officer of it, any of its Subsidiaries or any of their
      respective assets, no such step is intended by it or any of its
      Subsidiaries and, so far as it is aware, no petition, application or the
      like is outstanding for the winding-up of it or any of its Subsidiaries or
      for the appointment of a receiver, trustee, judicial manager,
      administrator, administrative receiver, compulsory manager or other

                                       24
<PAGE>

      similar officer of it, any of its Subsidiaries or any of their respective
      assets or any of them.

17.12 NO PROCEEDINGS PENDING OR THREATENED

      No litigation, arbitration or administrative proceedings of or before any
      court, arbitral body or agency which, if adversely determined, might
      reasonably be expected to have a Material Adverse Effect have (to the best
      of its knowledge and belief) been started or threatened against it or any
      of its Subsidiaries.

17.13 REPETITION

      The Repeating Representations are deemed to be made by the Borrower by
      reference to the facts and circumstances then existing on the date of each
      Utilisation Request and on the first day of each Interest Period.

18.   INFORMATION UNDERTAKINGS

      The undertakings in this Clause 18 remain in force from the date of this
      Agreement for so long as any amount is outstanding under the Finance
      Documents or any Commitment is in force.

18.1  FINANCIAL STATEMENTS

      The Borrower shall supply to the Agent in sufficient copies for all the
      Lenders:

      (a)   as soon as the same become available, but in any event within 180
            days after the end of each of its financial years, its audited
            consolidated financial statements for that financial year; and

      (b)   as soon as the same become available, but in any event within 60
            days after the end of each quarter of each of its financial years,
            its unaudited consolidated financial statements for that financial
            quarter.

18.2  COMPLIANCE CERTIFICATE

      (a)   The Borrower shall supply to the Agent, with each set of financial
            statements delivered pursuant to Clause 18.1 (Financial statements),
            a Compliance Certificate setting out (in reasonable detail)
            computations as to compliance with Clause 19 (Financial Covenants)
            as at the date as at which those financial statements were drawn up.

      (b)   Each Compliance Certificate shall be signed by a director or an
            authorised signatory of the Borrower.

18.3  REQUIREMENTS AS TO FINANCIAL STATEMENTS

      (a)   Each set of financial statements delivered by the Borrower pursuant
            to Clause 18.1 (Financial statements) shall (unless certified by the
            Borrower's auditors) be certified by a director, an authorised
            signatory or senior officer on its behalf as giving a true and fair
            view of its consolidated financial condition and operations as at
            the end of and for the period in relation to which those financial
            statements were drawn up.

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<PAGE>

      (b)   The Borrower shall procure that each set of financial statements
            delivered pursuant to Clause 18.1 (Financial statements) is prepared
            using GAAP.

18.4  INFORMATION: MISCELLANEOUS

      The Borrower shall supply to the Agent (in sufficient copies for all the
      Lenders, if the Agent so requests):

      (a)   all documents despatched by the Borrower to its shareholders (or any
            class of them) or its creditors generally at the same time as they
            are despatched;

      (b)   promptly upon becoming aware of them, the details of any litigation,
            arbitration or administrative proceedings which are current,
            threatened or pending against any member of the Group, and which
            would, if adversely determined, be reasonably expected to have a
            Material Adverse Effect; and

      (c)   promptly, such further information regarding the financial
            condition, business and operations of any member of the Group as any
            Finance Party (through the Agent) may reasonably request, except to
            the extent that:

            (i)   disclosure of such information would breach any law,
                  regulation or stock exchange requirement; or

            (ii)  where the Borrower is of the reasonable opinion that the
                  information is of a price-sensitive nature or is of a
                  proprietary nature and its disclosure would be prejudicial to
                  any member of the Group,

            Provided that such information shall be promptly supplied to the
            Agent, in accordance with this Clause 18.4 in the event that it
            should subsequently request for the same if, at the time of such
            subsequent request, the Borrower has determined in good faith that
            (A) such disclosure would not result in such a breach or, as the
            case may be, (B) such opinion no longer applies.

18.5  NOTIFICATION OF DEFAULT

      (a)   The Borrower shall notify the Agent of any Default (and the steps,
            if any, being taken to remedy it) promptly upon becoming aware of
            its occurrence.

      (b)   Promptly upon a request by the Agent, the Borrower shall supply to
            the Agent a certificate signed by a director, an authorised
            signatory or a senior officer on its behalf certifying that no
            Default is continuing (or if a Default is continuing, specifying the
            Default and the steps, if any, being taken to remedy it).

19.   FINANCIAL COVENANTS

19.1  FINANCIAL CONDITION

      The Borrower shall ensure that:

      (a)   Consolidated Net Worth will not at any time be less than
            US$1,000,000,000; and

      (b)   Consolidated Total Gross Debt will not at any time exceed 180 per
            cent. of Consolidated Net Worth.

                                       26
<PAGE>

19.2  FINANCIAL COVENANT CALCULATIONS

      (a)   Consolidated Net Worth and Consolidated Total Gross Debt shall be
            calculated and interpreted on a consolidated basis in accordance
            with the GAAP applicable to the Original Financial Statements and
            shall be expressed in US Dollars.

      (b)   Consolidated Net Worth and Consolidated Total Gross Debt shall be
            determined (except as needed to reflect the terms of this Clause 19)
            from the financial statements of the Group and Compliance
            Certificates delivered under Clause 18.1 (Financial statements) and
            Clause 18.2 (Compliance Certificate).

19.3  DEFINITIONS

      In this Clause 19.3:

      "CONSOLIDATED NET WORTH" means the aggregate of the paid-up share capital
      and reserves of the Borrower and its Subsidiaries or any other accounts of
      the Borrower and its Subsidiaries that are included as shareholders' fund,
      less non-monetary revaluation reserves and goodwill arising from any Major
      Acquisition.

      "CONSOLIDATED TOTAL GROSS DEBT" means, as at any particular time, the
      aggregate outstanding principal, capital or nominal amount (and any fixed
      or minimum premium payable on prepayment or redemption) of the Financial
      Indebtedness of members of the Group (other than any indebtedness referred
      to in paragraphs (g) and (i) of the definition of Financial Indebtedness
      and any guarantee or indemnity in respect of that indebtedness).

      For this purpose, any amount outstanding or repayable in a currency other
      than US Dollars shall on that day be taken into account in its US Dollars
      equivalent at the rate of exchange that would have been used had an
      audited consolidated balance sheet of the Group been prepared as at that
      day in accordance with the GAAP applicable to the Original Financial
      Statements.

      "MAJOR ACQUISITION" means an acquisition by the Borrower or any of its
      Subsidiaries of shares or other equity interest in an entity where the
      aggregate consideration for such acquisition exceeds US$300,000,000 (or
      its equivalent in any other currency or currencies).

20.   GENERAL UNDERTAKINGS

      The undertakings in this Clause 20 remain in force from the date of this
      Agreement for so long as any amount is outstanding under the Finance
      Documents or any Commitment is in force.

20.1  AUTHORISATIONS

      The Borrower shall promptly:

      (a)   obtain, comply with and do all that is necessary to maintain in full
            force and effect; and

                                       27
<PAGE>

      (b)   supply certified copies to the Agent of,

      any Authorisation required under any law or regulation of Singapore to
      enable it to perform its obligations under the Finance Documents and to
      ensure the legality, validity, enforceability or admissibility in evidence
      in Singapore of any Finance Document.

20.2  COMPLIANCE WITH LAWS

      The Borrower shall comply in all respects with all laws to which it may be
      subject, if failure so to comply would materially impair its ability to
      perform its obligations under the Finance Documents.

20.3  NEGATIVE PLEDGE

      The Borrower will not, and will procure that none of its Material
      Subsidiaries will, create or permit to subsist any Security 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 credit or
      loan facilities or International Investment Securities without (a) at the
      same time or prior thereto securing the Facilities equally and rateably
      with such securities or otherwise in a manner satisfactory to the Lenders
      or (b) providing such other security for the Facilities as the Lenders may
      deem to be not materially less beneficial Provided, however, that the
      foregoing restriction shall not apply to:

      (i)   any Security upon the whole or a part of any property or assets of
            the Borrower or any of its Material Subsidiaries, which Security is
            to secure any indebtedness arising from credit or loan facilities or
            International Investment Securities issued by the Borrower or by any
            of its Material Subsidiaries, in each case solely for the purpose of
            financing the cost of the purchase, development, construction,
            equipping, alteration, repair or improvement of any property or
            assets acquired by it or them after 2 April 2001 Provided that (1)
            such Security is confined to such property or assets, (2) the
            principal amount of the International Investment Securities secured
            by such Security shall not exceed the aggregate amount of such cost
            and (3) such Security attaches to such property or assets
            concurrently with or within 120 days after the time of the
            acquisition of such property or assets or the completion of the
            activity being financed;

      (ii)  any Security upon the whole or a part of any property or assets of
            the Borrower or any of its Material Subsidiaries, which Security is
            to secure any indebtedness evidenced by International Investment
            Securities existing on (1) any property or asset of any entity at
            the time the Borrower or one of its Subsidiaries acquire such entity
            after 2 April 2001, whether by merger, consolidation or otherwise or
            (2) any property or asset at the time it is acquired by the Borrower
            or one of its Subsidiaries after 2 April 2001 Provided that, in each
            case, such Security shall not have been created in contemplation of
            or in connection with the acquisition of such entity or, as the case
            may be, the acquisition of such property or asset;

                                       28
<PAGE>



      (iii)  any Security upon the whole or a part of any property or assets of
             the Borrower or any of its Material Subsidiaries, which Security is
             a renewal, extension or replacement (in whole or in part) of any
             Security permitted in paragraphs (i) and/or (ii) above;

      (iv)   the Security over the CSP Debt Service Reserve Account and the
             amounts from time to time deposited and held therein, created in
             favour of the Security Trustee under the CSP Agreement, provided
             that the aggregate of all amounts deposited and held in the CSP
             Debt Service Reserve Account shall not at any time exceed
             US$129,000,000;

      (v)    any netting or set-off arrangement entered into by the Borrower in
             the ordinary course of its banking arrangements for the purpose of
             netting debit and credit balances;

      (vi)   any Security created or to be created in favour of Ex-Im Bank over
             the Ex-Im Bank Facility Anticipation Account and the amounts from
             time to time deposited and held in the Ex-Im Bank Facility
             Anticipation Account, provided that the aggregate of all amounts
             deposited and held in the Ex-Im Bank Facility Anticipation Account
             shall not at any time exceed US$150,000,000;

      (vii)  any Security created pursuant to any Finance Document;

      (viii) any Security created with the prior consent of the Majority
             Lenders; and

      (ix)   any Security securing indebtedness the principal amount of which
             (when aggregated with the principal amount of any other
             indebtedness which has the benefit of Security given by the
             Borrower or any of its Material Subsidiaries other than any
             permitted under this Clause 20.3) does not exceed US$300,000,000
             (or its equivalent in another currency or currencies).

20.4  DISPOSALS

(a)   The Borrower shall not (and shall ensure that no other member of the Group
      will) enter into a single transaction or a series of transactions (whether
      related or not and whether voluntary or involuntary) to sell, lease,
      transfer or otherwise dispose of any asset.

(b)   Paragraph (a) above does not apply to any sale, lease, transfer or other
      disposal:

      (i)    made in the ordinary course of trading and operations of the
             disposing entity (including, without limitation, sales of products
             and stock-in-trade in its manufacturing business);

      (ii)   made by any member of the Group on arm's length terms to another
             member of the Group or to an Associated Company of the Borrower;

      (iii)  of assets in exchange for other assets comparable or superior as to
             type, value and quality;

      (iv)   of obsolete or surplus assets on arm's length terms no longer
             required for the efficient operation of the disposing entity's
             business;

                                       29
<PAGE>

      (v)   made with the prior consent in writing of the Majority Lenders;

      (vi)  of current receivables under or in connection with securitisation
            arrangements on arm's length terms and/or for valuable
            consideration; or

      (vii) of any assets by any member of the Group where the higher of the
            market value or consideration receivable (when aggregated with the
            higher of the market value or consideration receivable for any other
            sale, lease, transfer or other disposal of any other assets) (to the
            extent not permitted under paragraphs (i) to (vi) above) does not
            exceed (1) US$400,000,000 (or its equivalent in any other currency
            or currencies) in any financial year and (2) US$1,000,000,000 during
            the period commencing from the date of this Agreement to the date
            falling 60 Months from the date of this Agreement.

20.5  MERGER

      The Borrower shall not (and shall ensure that no other member of the Group
      will) enter into any amalgamation, demerger, merger or corporate
      reconstruction without the prior written consent of the Majority Lenders
      (such consent not to be unreasonably withheld).

20.6  CHANGE OF BUSINESS

      The Borrower shall procure that no substantial change is made to the
      general nature of the business of the Borrower or the Group from that
      carried on at the date of this Agreement without the prior written consent
      of the Majority Lenders (such consent not to be unreasonably withheld).

20.7  INSURANCE

      The Borrower shall (and shall ensure that each other member of the Group
      will) maintain insurances on and in relation to its business and assets
      with reputable underwriters or insurance companies against those risks,
      and to the extent, usually insured against by prudent companies carrying
      on a similar business in accordance with current industry standards.

20.8  CONDUCT OF AFFAIRS

      The Borrower shall at all times carry on and conduct its affairs in a
      proper and efficient manner.

20.9  DEPRECIATION POLICY

      The Borrower shall, in the event of any change to its depreciation policy
      in relation to any of its financial statements, notify the Agent of such
      change and procure that its auditors deliver to the Agent a description of
      any changes necessary for those financial statements to reflect the
      depreciation policy upon which the Original Financial Statements were
      prepared.

20.10 UNENCUMBERED ASSETS

      The Borrower shall not create or permit to subsist any Security over any
      of its present or future assets if, as a consequence thereof, the book
      value of the Unencumbered

                                       30
<PAGE>

      Assets becomes less than US$800,000,000 (or its equivalent in any other
      currency or currencies).

20.11 FURTHER ASSURANCE

      The Borrower shall from time to time on request by the Agent (or by any
      other Finance Party through the Agent) do or procure the doing of all such
      acts and will execute or procure the execution of all such documents as
      may reasonably be considered necessary for giving full effect to each of
      the Finance Documents or securing to the Finance Parties the full benefits
      of all rights, powers and remedies conferred upon the Finance Parties in
      any of the Finance Documents.

21. EVENTS OF DEFAULT

      Each of the events or circumstances set out in Clause 21 is an Event of
      Default.

21.1  NON-PAYMENT

      The Borrower does not pay on the due date any amount payable pursuant to a
      Finance Document at the place at and in the currency in which it is
      expressed to be payable unless:

      (a)   its failure to pay is caused by administrative or technical error;
            and

      (b)   payment is made within two Business Days of its due date.

21.2  FINANCIAL COVENANTS

(a)   Any requirement of Clause 19 (Financial Covenants) is not satisfied.

(b)   No Event of Default under paragraph (a) above will occur if the failure to
      comply is capable of remedy and is remedied within 30 days of the Agent
      giving notice to the Borrower or the Borrower becoming aware of the
      failure to comply.

21.3  OTHER OBLIGATIONS

(a)   The Borrower does not comply with any provision of the Finance Documents
      (other than those referred to in Clause 21.1 (Non-payment) and Clause 21.2
      (Financial covenants)).

(b)   No Event of Default under paragraph (a) above will occur if the failure to
      comply is capable of remedy and is remedied within 30 days of the Agent
      giving notice to the Borrower or the Borrower becoming aware of the
      failure to comply.

21.4  MISREPRESENTATION

(a)   Any representation or statement made or deemed to be made by the Borrower
      in the Finance Documents or any other document delivered by or on behalf
      of the Borrower under or in connection with any Finance Document is or
      proves to have been incorrect or misleading in any material respect when
      made or deemed to be made.

(b)   No Event of Default under paragraph (a) above will occur if the event or
      circumstance resulting in the representation or statement being incorrect
      or misleading is capable of remedy and is remedied within 30 days of the
      Agent giving notice to the Borrower or

                                       31
<PAGE>

      the Borrower becoming aware of the representation or statement being
      incorrect or misleading.

21.5  CROSS DEFAULT

      (a)   Any Financial Indebtedness of any member of the Group is not paid
            when due nor within any originally applicable grace period.

      (b)   Any Financial Indebtedness of any member of the Group is validly
            declared to be or otherwise becomes due and payable prior to its
            specified maturity as a result of an event of default (however
            described).

      (c)   Any commitment for any Financial Indebtedness of any member of the
            Group is cancelled or suspended by a creditor of any member of the
            Group as a result of an event of default (however described).

      (d)   Any creditor of any member of the Group becomes entitled to declare
            any Financial Indebtedness of any member of the Group due and
            payable prior to its specified maturity as a result of an event of
            default (however described).

      (e)   No Event of Default will occur under this Clause 21.5 if the
            aggregate amount of Financial Indebtedness or commitment for
            Financial Indebtedness falling within paragraphs (a) to (d) above is
            less than US$30,000,000 (or its equivalent in any other currency or
            currencies).

21.6  INSOLVENCY

      (a)   The Borrower or any of its Material Subsidiaries is unable or admits
            inability to pay its debts as they fall due, suspends making
            payments on any of its debts or, by reason of actual or anticipated
            financial difficulties, commences negotiations with one or more of
            its creditors with a view to rescheduling any of its indebtedness.

      (b)   The value of the assets of the Borrower or any of its Material
            Subsidiaries is less than its liabilities (taking into account
            contingent and prospective liabilities).

      (c)   A moratorium is declared in respect of any indebtedness of the
            Borrower or any of its Material Subsidiaries.

21.7  INSOLVENCY PROCEEDINGS

      Any corporate action, legal proceedings or other procedure or step is
      taken in relation to:

      (a)   the suspension of payments, a moratorium of any indebtedness,
            winding-up, dissolution, administration or reorganisation (by way of
            voluntary arrangement, scheme of arrangement or otherwise) of the
            Borrower or any of its Material Subsidiaries (other than a solvent
            liquidation or reorganisation of any of its Material Subsidiaries);

                                       32
<PAGE>

      (b)   a composition, assignment or arrangement with any creditor of the
            Borrower or any of its Material Subsidiaries in relation to any
            indebtedness payable to that creditor;

      (c)   the appointment of a liquidator (other than in respect of a solvent
            liquidation of the Borrower or any of its Material Subsidiaries),
            receiver, administrator, administrative receiver, compulsory manager
            or other similar officer in respect of the Borrower or any of its
            Material Subsidiaries or any of its assets; or

      (d)   enforcement of any Security over any assets of the Borrower or any
            of its Material Subsidiaries,

      or any analogous procedure or step is taken in any jurisdiction.

21.8  CREDITORS' PROCESS

      Any expropriation, attachment, sequestration, distress or execution is
      levied or taken out against all or a material part of the assets of the
      Borrower or any of its Material Subsidiaries and is not discharged within
      30 days.

21.9  NATIONALISATION

      Any step is taken by any person with a view to the seizure, compulsory
      acquisition, expropriation or nationalisation of all or a material part of
      the assets of the Borrower or any of its Material Subsidiaries.

21.10 CESSATION OF BUSINESS

      The Borrower or any of its Material Subsidiaries ceases or threatens to
      cease to carry on all or a substantial part of its business.

21.11 UNLAWFULNESS

      It is or becomes unlawful for the Borrower to perform any of its payment
      or other material obligations under the Finance Documents.

21.12 REPUDIATION

      The Borrower repudiates a Finance Document or evidences an intention to
      repudiate a Finance Document.

21.13 MATERIAL ADVERSE CHANGE

      Any event or circumstance occurs which the Majority Lenders reasonably
      determine might have a Material Adverse Effect.

21.14 DECLARED COMPANY

      The Borrower is declared by the Ministry of Finance to be a company to
      which Part IX of the Companies Act, Chapter 50 of Singapore applies.

21.15 ACCELERATION

      On and at any time after the occurrence of an Event of Default which is
      continuing the Agent may, and shall if so directed by the Majority
      Lenders, by notice to the Borrower:

      (a)   cancel the Total Commitments whereupon they shall immediately be
            cancelled;

                                       33
<PAGE>

      (b)   declare that all or part of the Loans, together with accrued
            interest, and all other amounts accrued or outstanding under the
            Finance Documents be immediately due and payable, whereupon they
            shall become immediately due and payable; and/or

      (c)   declare that all or part of the Loans be payable on demand,
            whereupon they shall immediately become payable on demand by the
            Agent on the instructions of the Majority Lenders.

22.   CHANGES TO THE LENDERS

22.1  ASSIGNMENTS AND TRANSFERS BY THE LENDERS

      Subject to this Clause 22, a Lender (the "EXISTING LENDER") may:

      (a)   assign any of its rights; or

      (b)   transfer by novation any of its rights and obligations,

      to another bank or financial institution (the "NEW LENDER") at the cost
      and expense of the Existing Lender and/or the New Lender and with prior
      notice to but otherwise without the prior consent of the Borrower.

22.2  CONDITIONS OF ASSIGNMENT OR TRANSFER

(a)   An assignment will only be effective on receipt by the Agent of written
      confirmation from the New Lender (in form and substance satisfactory to
      the Agent) that the New Lender will assume the same obligations to the
      other Finance Parties as it would have been under if it was an Original
      Lender.

(b)   A transfer will only be effective if the procedure set out in Clause 22.5
      (Procedure for transfer) is complied with.

(c)   If:

      (i)   a Lender assigns or transfers any of its rights or obligations under
            the Finance Documents or changes its Facility Office; and

      (ii)  as a result of circumstances existing at the date the assignment,
            transfer or change occurs, the Borrower would be obliged to make a
            payment to the New Lender or Lender acting through its new Facility
            Office under Clause 12 (Tax Gross Up and Indemnities) or Clause 13
            (Increased Costs),

      then the New Lender or Lender acting through its new Facility Office is
      only entitled to receive payment under those Clauses to the same extent as
      the Existing Lender or Lender acting through its previous Facility Office
      would have been if the assignment, transfer or change had not occurred.

22.3  ASSIGNMENT OR TRANSFER FEE

      The New Lender shall, on the date upon which an assignment or transfer
      takes effect, pay to the Agent (for its own account) a fee of US$500.

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<PAGE>

22.4  LIMITATION OF RESPONSIBILITY OF EXISTING LENDERS

      (a)   Unless expressly agreed to the contrary, an Existing Lender makes no
            representation or warranty and assumes no responsibility to a New
            Lender for:

            (i)   the legality, validity, effectiveness, adequacy or
                  enforceability of the Finance Documents or any other
                  documents;

            (ii)  the financial condition of the Borrower;

            (iii) the performance and observance by the Borrower of its
                  obligations under the Finance Documents or any other
                  documents; or

            (iv)  the accuracy of any statements (whether written or oral) made
                  in or in connection with any Finance Document or any other
                  document,

            and any representations or warranties implied by law are excluded.

      (b)   Each New Lender confirms to the Existing Lender and the other
            Finance Parties that it:

            (i)   has made (and shall continue to make) its own independent
                  investigation and assessment of the financial condition and
                  affairs of the Borrower and its related entities in connection
                  with its participation in this Agreement and has not relied
                  exclusively on any information provided to it by the Existing
                  Lender in connection with any Finance Document; and

            (ii)  will continue to make its own independent appraisal of the
                  creditworthiness of the Borrower and its related entities
                  whilst any amount is or may be outstanding under the Finance
                  Documents or any Commitment is in force.

      (c)   Nothing in any Finance Document obliges an Existing Lender to:

            (i)   accept a re-transfer from a New Lender of any of the rights
                  and obligations assigned or transferred under this Clause 22;
                  or

            (ii)  support any losses directly or indirectly incurred by the New
                  Lender by reason of the non-performance by the Borrower of its
                  obligations under the Finance Documents or otherwise.

22.5  PROCEDURE FOR TRANSFER

      (a)   Subject to the conditions set out in Clause 22.2 (Conditions of
            assignment or transfer) a transfer is effected in accordance with
            paragraph (b) below when the Agent executes an otherwise duly
            completed Transfer Certificate delivered to it by the Existing
            Lender and the New Lender. The Agent shall, as soon as reasonably
            practicable after receipt by it of a duly completed Transfer
            Certificate appearing on its face to comply with the terms of this
            Agreement and delivered in accordance with the terms of this
            Agreement, execute that Transfer Certificate.

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      (b)   On the Transfer Date:

            (i)   to the extent that in the Transfer Certificate the Existing
                  Lender seeks to transfer by novation its rights and
                  obligations under the Finance Documents the Borrower and the
                  Existing Lender shall be released from further obligations
                  towards one another under the Finance Documents and their
                  respective rights against one another under the Finance
                  Documents shall be cancelled (being the "DISCHARGED RIGHTS AND
                  OBLIGATIONS");

            (ii)  the Borrower and the New Lender shall assume obligations
                  towards one another and/or acquire rights against one another
                  which differ from the Discharged Rights and Obligations only
                  insofar as the Borrower and the New Lender have assumed and/or
                  acquired the same in place of the Borrower and the Existing
                  Lender;

            (iii) the Agent, the Arranger, the New Lender and other Lenders
                  shall acquire the same rights and assume the same obligations
                  between themselves as they would have acquired and assumed had
                  the New Lender been an Original Lender with the rights and/or
                  obligations acquired or assumed by it as a result of the
                  transfer and to that extent the Agent, the Arranger and the
                  Existing Lender shall each be released from further
                  obligations to each other under the Finance Documents; and

            (iv)  the New Lender shall become a Party as a "Lender".

22.6  COMMITMENT INCREASE REQUEST

      (a)   Subject to paragraph (e) below, the Borrower may, at any time up to
            (and including) the date which is 12 Months after the date of this
            Agreement, request the Arranger to invite (within a period of not
            more than 30 days) one or more banks or financial institutions
            (which may include any bank or financial institution specified by
            the Borrower in its request) willing to become an Acceding Lender
            or, in the case of an existing Lender, willing to agree to a
            Commitment Increase, to become a Facility B Lender.

      (b)   If any bank or financial institution invited by the Arranger is
            willing to become an Acceding Lender or, in the case of an existing
            Lender, is willing to agree to a Commitment Increase within such 30
            day period, the Arranger will notify the Borrower.

      (c)   None of the Finance Parties shall have any obligation to procure a
            bank or financial institution to become an Acceding Lender or a
            Commitment Increase Lender.

      (d)   The Borrower shall co-operate with and assist the Arranger with
            respect to its request in paragraph (a) above, including providing
            the Arranger with:

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<PAGE>

            (i)   all information reasonably required by the Arranger in order
                  to assist it in inviting any bank or financial institution to
                  become an Acceding Lender; and

            (ii)  information reasonably requested by any bank or financial
                  institution in connection with any invitation to it to become
                  an Acceding Lender.

      (e)   The aggregate amount comprising the Facility B Commitments of all
            the Acceding Lenders and all the relevant Lenders agreeing to a
            Commitment Increase shall not at any time exceed US$100,000,000.

22.7  ACCEDING LENDER

      If the Borrower agrees that a bank or financial institution (other than an
      existing Lender) invited by the Arranger shall become an Acceding Lender:

      (a)   the Arranger shall arrange the delivery to the Agent of a Lender
            Accession Notice duly executed by such bank or financial institution
            specifying the Accession Date and the amount of such bank's or
            financial institution's Facility B Commitment for the purposes of
            this Agreement;

      (b)   on such Accession Date, such bank or financial institution shall
            become an Acceding Lender for the purposes of this Agreement, and
            the Agent, each such Acceding Lender and the other Parties shall
            acquire the same rights and assume the same obligations between
            themselves as they would have acquired and assumed had such Acceding
            Lender been an original Party hereto as a Lender with a Facility B
            Commitment in the amount expressed in its Lender Accession Notice;
            and

      (c)   the Borrower shall pay to the Arranger such fee as may be mutually
            agreed between the Borrower and the Arranger in respect of such
            Acceding Lender.

22.8  COMMITMENT INCREASE

      If the Borrower agrees to accept the Commitment Increase of an existing
      Lender pursuant to an invitation by the Arranger:

      (a)   the Arranger shall arrange the delivery to the Agent of a Commitment
            Increase Notice duly executed by such Lender specifying the
            Commitment Increase Date, the Aggregate Facility B Commitment (as
            defined in that Commitment Increase Notice) and the Commitment
            Increase;

      (b)   on such Commitment Increase Date, the Facility B Commitment of that
            existing Lender shall be (or if the existing Lender is already a
            Facility B Lender, shall be increased by), the amount of that
            Commitment Increase and the Agent, each Lender and the other Parties
            hereto shall acquire the same rights and assume the same obligations
            between themselves as they would have acquired and assumed had the
            Lender agreeing to the Commitment Increase been an original Party
            hereto with a Facility B Commitment in the amount of the Commitment
            Increase or, as the case may be, the Aggregate Facility B Commitment
            specified (and defined) in that Commitment Increase Notice; and

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<PAGE>

      (c)   the Borrower shall pay to the Arranger such fee as may be mutually
            agreed between the Borrower and the Arranger in respect of such
            Commitment Increase.

22.9  DISCLOSURE OF INFORMATION

      Any Finance Party and any of its officers (as defined in the Banking Act,
      Chapter 19 of Singapore (the "BANKING ACT")) may disclose to any of its
      Affiliates, head office, branches and representative offices and any other
      person:

      (a)   (where that Finance Party is a Lender) to (or through) whom that
            Lender assigns or transfers (or may potentially assign or transfer)
            all or any of its rights and obligations under this Agreement (for
            the purpose of that assignment or transfer);

      (b)   (where that Finance Party is a Lender) with (or through) whom that
            Lender enters into (or may potentially enter into) any
            sub-participation in relation to, or any other transaction under
            which payments are to be made by reference to, this Agreement or the
            Borrower (for the purpose of that sub-participation or such other
            transaction);

      (c)   (where that Finance Party is the Agent) who is succeeding (or may
            potentially succeed) that Finance Party in such capacity;

      (d)   to whom, and to the extent that, information is required to be
            disclosed by any applicable law or regulation;

      (e)   to whom that Finance Party is under a duty to disclose; or

      (f)   who is a person, or who belongs to a class of persons, specified in
            the second column of the Third Schedule to the Banking Act,

      any customer information (as defined in the Banking Act) or any other
      information about the Borrower, the Group and the Finance Documents as
      that Finance Party shall consider appropriate.

      This Clause 22.9 is not, and shall not be deemed to constitute, an express
      or implied agreement by any Finance Party with the Borrower for a higher
      degree of confidentiality than that described in Section 47 of the Banking
      Act and in the Third Schedule to the Banking Act.

23.   CHANGES TO THE BORROWER

      The Borrower may not assign any of its rights or transfer any of its
      rights or obligations under the Finance Documents.

24.   ROLE OF THE AGENT AND THE ARRANGER

24.1  APPOINTMENT OF THE AGENT

      (a)   Each other Finance Party appoints the Agent to act as its agent
            under and in connection with the Finance Documents.

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<PAGE>

      (b)   Each other Finance Party authorises the Agent to exercise the
            rights, powers, authorities and discretions specifically given to
            the Agent under or in connection with the Finance Documents together
            with any other incidental rights, powers, authorities and
            discretions.

24.2  DUTIES OF THE AGENT

      (a)   The Agent shall promptly forward to a Party the original or a copy
            of any document which is delivered to the Agent for that Party by
            any other Party.

      (b)   Except where a Finance Document specifically provides otherwise, the
            Agent is not obliged to review or check the adequacy, accuracy or
            completeness of any document it forwards to another Party.

      (c)   If the Agent receives notice from a Party referring to this
            Agreement, describing a Default and stating that the circumstance
            described is a Default, it shall promptly notify the Finance
            Parties.

      (d)   If the Agent is aware of the non-payment of any principal, interest
            or fee payable to a Finance Party (other than the Agent or the
            Arranger) under this Agreement it shall promptly notify the other
            Finance Parties.

      (e)   The Agent's duties under the Finance Documents are solely mechanical
            and administrative in nature.

24.3  ROLE OF THE ARRANGER

      Except as specifically provided in the Finance Documents (including,
      without limitation, in Clauses 22.6 (Commitment Increase Request), 22.7
      (Acceding Lender) and 22.8 (Commitment Increase)), the Arranger has no
      obligations of any kind to any other Party under or in connection with any
      Finance Document.

24.4  NO FIDUCIARY DUTIES

      (a)   Nothing in this Agreement constitutes the Agent or the Arranger as a
            trustee or fiduciary of any other person.

      (b)   Neither the Agent nor the Arranger shall be bound to account to any
            Lender for any sum or the profit element of any sum received by it
            for its own account.

24.5  BUSINESS WITH THE GROUP

      The Agent and the Arranger may accept deposits from, lend money to and
      generally engage in any kind of banking or other business with any member
      of the Group.

24.6  RIGHTS AND DISCRETIONS OF THE AGENT

      (a)   The Agent may rely on:

            (i)   any representation, notice or document believed by it to be
                  genuine, correct and appropriately authorised; and

            (ii)  any statement made by a director, authorised signatory or
                  employee of any person regarding any matters which may
                  reasonably be assumed to be within his knowledge or within his
                  power to verify.

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<PAGE>

      (b)   The Agent may assume (unless it has received notice to the contrary
            in its capacity as agent for the Lenders) that:

            (i)   no Default has occurred (unless it has actual knowledge of a
                  Default arising under Clause 21.1 (Non-payment)); and

            (ii)  any right, power, authority or discretion vested in any Party
                  or the Majority Lenders has not been exercised.

      (c)   The Agent may engage, pay for and rely on the advice or services of
            any lawyers, accountants, surveyors or other experts.

      (d)   The Agent may act in relation to the Finance Documents through its
            personnel and agents.

      (e)   The Agent may disclose to any other Party any information it
            believes it has received as agent under this Agreement.

      (f)   Notwithstanding any other provision of any Finance Document to the
            contrary, neither the Agent nor the Arranger is obliged to do or
            omit to do anything if it would or might in its reasonable opinion
            constitute a breach of any law or regulation or a breach of a
            fiduciary duty or duty of confidentiality.

24.7  MAJORITY LENDERS' INSTRUCTIONS

      (a)   Unless a contrary indication appears in a Finance Document, the
            Agent shall (i) exercise any right, power, authority or discretion
            vested in it as Agent in accordance with any instructions given to
            it by the Majority Lenders (or, if so instructed by the Majority
            Lenders, refrain from exercising any right, power, authority or
            discretion vested in it as Agent) and (ii) not be liable for any act
            (or omission) if it acts (or refrains from taking any action) in
            accordance with an instruction of the Majority Lenders.

      (b)   Unless a contrary indication appears in a Finance Document, any
            instructions given by the Majority Lenders will be binding on all
            the Finance Parties.

      (c)   The Agent may refrain from acting in accordance with the
            instructions of the Majority Lenders (or, if appropriate, the
            Lenders) until it has received such security as it may require for
            any cost, loss or liability (together with any associated goods and
            service tax) which it may incur in complying with the instructions.

      (d)   In the absence of instructions from the Majority Lenders (or, if
            appropriate, the Lenders), the Agent may act (or refrain from taking
            action) as it considers to be in the best interest of the Lenders.

      (e)   The Agent is not authorised to act on behalf of a Lender (without
            first obtaining that Lender's consent) in any legal or arbitration
            proceedings relating to any Finance Document.

24.8  RESPONSIBILITY FOR DOCUMENTATION

      Neither the Agent nor the Arranger:

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<PAGE>

      (a)   is responsible for the adequacy, accuracy and/or completeness of any
            information (whether oral or written) supplied by the Agent, the
            Arranger, the Borrower or any other person given in or in connection
            with any Finance Document; or

      (b)   is responsible for the legality, validity, effectiveness, adequacy
            or enforceability of any Finance Document or any other agreement,
            arrangement or document entered into, made or executed in
            anticipation of or in connection with any Finance Document.

24.9  EXCLUSION OF LIABILITY

      (a)   Without limiting paragraph (b) below, the Agent will not be liable
            for any action taken by it under or in connection with any Finance
            Document, unless directly caused by its gross negligence or wilful
            misconduct.

      (b)   No Party (other than the Agent) may take any proceedings against any
            officer, employee or agent of the Agent in respect of any claim it
            might have against the Agent or in respect of any act or omission of
            any kind by that officer, employee or agent in relation to any
            Finance Document and any officer, employee or agent of the Agent may
            rely on this Clause. Any third party referred to in this paragraph
            (b) may enjoy the benefit of or enforce the terms of this paragraph
            in accordance with the provisions of the Contracts (Right of Third
            Parties) Act, Chapter 53B of Singapore.

      (c)   The Agent will not be liable for any delay (or any related
            consequences) in crediting an account with an amount required under
            the Finance Documents to be paid by the Agent if the Agent has taken
            all necessary steps as soon as reasonably practicable to comply with
            the regulations or operating procedures of any recognised clearing
            or settlement system used by the Agent for that purpose.

24.10 LENDERS' INDEMNITY TO THE AGENT

      Each Lender shall (in proportion to its share of the Total Commitments or,
      if the Total Commitments are then zero, to its share of the Total
      Commitments immediately prior to their reduction to zero) indemnify the
      Agent, within three Business Days of demand, against any cost, loss or
      liability incurred by the Agent (including, but not limited to, any unpaid
      fees under Clause 11.2) (otherwise than by reason of the Agent's gross
      negligence or wilful misconduct) in acting as Agent under the Finance
      Documents (unless the Agent has been reimbursed by the Borrower pursuant
      to a Finance Document).

24.11 RESIGNATION OF THE AGENT

      (a)   The Agent may resign and appoint one of its Affiliates acting
            through an office in Singapore as successor by giving notice to the
            Lenders and the Borrower.

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<PAGE>

      (b)   Alternatively the Agent may resign by giving notice to the other
            Finance Parties and the Borrower, in which case the Majority Lenders
            (after consultation with the Borrower) may appoint a successor
            Agent.

      (c)   If the Majority Lenders have not appointed a successor Agent in
            accordance with paragraph (b) above within 30 days after notice of
            resignation was given, the Agent (after consultation with the
            Borrower) may appoint a successor Agent (acting through an office in
            Singapore).

      (d)   The retiring Agent shall, at its own cost, make available to the
            successor Agent such documents and records and provide such
            assistance as the successor Agent may reasonably request for the
            purposes of performing its functions as Agent under the Finance
            Documents.

      (e)   The Agent's resignation notice shall only take effect upon the
            appointment of a successor.

      (f)   Upon the appointment of a successor, the retiring Agent shall be
            discharged from any further obligation in respect of the Finance
            Documents but shall remain entitled to the benefit of this Clause
            24. Its successor and each of the other Parties shall have the same
            rights and obligations amongst themselves as they would have had if
            such successor had been an original Party.

      (g)   After consultation with the Borrower, the Majority Lenders may, by
            notice to the Agent, require it to resign in accordance with
            paragraph (b) above. In this event, the Agent shall resign in
            accordance with paragraph (b) above.

24.12 CONFIDENTIALITY

      (a)   In acting as agent for the Finance Parties, the Agent shall be
            regarded as acting through its agency division which shall be
            treated as a separate entity from any other of its divisions or
            departments.

      (b)   If information is received by another division or department of the
            Agent, it may be treated as confidential to that division or
            department and the Agent shall not be deemed to have notice of it.

24.13 RELATIONSHIP WITH THE LENDERS

      The Agent may treat each Lender as a Lender, entitled to payments under
      this Agreement and acting through its Facility Office unless it has
      received not less than five Business Days prior notice from that Lender to
      the contrary in accordance with the terms of this Agreement.

24.14 CREDIT APPRAISAL BY THE LENDERS

      Without affecting the responsibility of the Borrower for information
      supplied by it or on its behalf in connection with any Finance Document,
      each Lender confirms to the Agent and the Arranger that it has been, and
      will continue to be, solely responsible for making its own independent
      appraisal and investigation of all risks arising under or in connection
      with any Finance Document including but not limited to:

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<PAGE>

      (a)   the financial condition, status and nature of each member of the
            Group;

      (b)   the legality, validity, effectiveness, adequacy or enforceability of
            any Finance Document and any other agreement, arrangement or
            document entered into, made or executed in anticipation of, under or
            in connection with any Finance Document;

      (c)   whether that Lender has recourse, and the nature and extent of that
            recourse, against any Party or any of its respective assets under or
            in connection with any Finance Document, the transactions
            contemplated by the Finance Documents or any other agreement,
            arrangement or document entered into, made or executed in
            anticipation of, under or in connection with any Finance Document;
            and

      (d)   the adequacy, accuracy and/or completeness of any information
            provided by the Agent, any Party or by any other person under or in
            connection with any Finance Document, the transactions contemplated
            by the Finance Documents or any other agreement, arrangement or
            document entered into, made or executed in anticipation of, under or
            in connection with any Finance Document.

24.15 REFERENCE BANKS

      If a Reference Bank (or, if a Reference Bank is not a Lender, the Lender
      of which it is an Affiliate) ceases to be a Lender, the Agent shall (with
      the consent of the Borrower, such consent not to be unreasonably withheld)
      appoint another Lender or an Affiliate of a Lender to replace that
      Reference Bank.

24.16 DEDUCTION FROM AMOUNTS OWING

      If any Party owes an amount to the Agent under the Finance Documents the
      Agent may, after giving notice to that Party, deduct an amount not
      exceeding that amount from any payment to that Party which the Agent would
      otherwise be obliged to make under the Finance Documents and apply the
      amount deducted in or towards satisfaction of the amount owed. For the
      purposes of the Finance Documents that Party shall be regarded as having
      received any amount so deducted.

24.17 TRANSFER CERTIFICATE

      Each Party (except for the Lender and any bank or financial institution
      which is seeking the relevant transfer in accordance with Clause 22
      (Changes to the Lenders)) irrevocably authorises the Agent to sign each
      Transfer Certificate on its behalf.

25.   CONDUCT OF BUSINESS BY THE FINANCE PARTIES

      No provision of this Agreement will:

      (a)   interfere with the right of any Finance Party to arrange its affairs
            (tax or otherwise) in whatever manner it thinks fit;

      (b)   oblige any Finance Party to investigate or claim any credit, relief,
            remission or repayment available to it or the extent, order and
            manner of any claim; or

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      (c)   oblige any Finance Party to disclose any information relating to its
            affairs (tax or otherwise) or any computations in respect of Tax.

26.   SHARING AMONG THE LENDERS

26.1  PAYMENTS TO LENDERS

      If a Lender (a "RECOVERING LENDER") receives or recovers any amount from
      the Borrower other than in accordance with Clause 27 (Payment Mechanics)
      and applies that amount to a payment due under the Finance Documents then:

      (a)   the Recovering Lender shall, within three Business Days, notify
            details of the receipt or recovery to the Agent;

      (b)   the Agent shall determine whether the receipt or recovery is in
            excess of the amount the Recovering Lender would have been paid had
            the receipt or recovery been received or made by the Agent and
            distributed in accordance with Clause 27 (Payment Mechanics),
            without taking account of any Tax which would be imposed on the
            Agent in relation to the receipt, recovery or distribution; and

      (c)   the Recovering Lender shall, within three Business Days of demand by
            the Agent, pay to the Agent an amount (the "SHARING PAYMENT") equal
            to such receipt or recovery less any amount which the Agent
            determines may be retained by the Recovering Lender as its share of
            any payment to be made, in accordance with Clause 27.5 (Partial
            payments).

26.2  REDISTRIBUTION OF PAYMENTS

      The Agent shall treat the Sharing Payment as if it had been paid by the
      Borrower and distribute it between the Finance Parties (other than the
      Recovering Lender) in accordance with Clause 27.5 (Partial payments).

26.3  RECOVERING LENDER'S RIGHTS

      (a)   On a distribution by the Agent under Clause 26.2 (Redistribution of
            payments), the Recovering Lender will be subrogated to the rights of
            the Finance Parties which have shared in the redistribution.

      (b)   If and to the extent that the Recovering Lender is not able to rely
            on its rights under paragraph (a) above, the Borrower shall be
            liable to the Recovering Lender for a debt equal to the Sharing
            Payment which is immediately due and payable.

26.4  REVERSAL OF REDISTRIBUTION

      If any part of the Sharing Payment received or recovered by a Recovering
      Lender becomes repayable and is repaid by that Recovering Lender, then:

      (a)   each Finance Party which has received a share of the relevant
            Sharing Payment pursuant to Clause 26.2 (Redistribution of payments)
            shall, upon request of the Agent, pay to the Agent for account of
            that Recovering Lender an amount equal to the appropriate part of
            its share of the Sharing Payment

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            (together with an amount as is necessary to reimburse that
            Recovering Lender for its proportion of any interest on the Sharing
            Payment which that Recovering Lender is required to pay); and

      (b)   that Recovering Lender's rights of subrogation in respect of any
            reimbursement shall be cancelled and the Borrower will be liable to
            the reimbursing Lender for the amount so reimbursed.

26.5  EXCEPTIONS

      (a)   This Clause 26 shall not apply to the extent that the Recovering
            Lender would not, after making any payment pursuant to this Clause,
            have a valid and enforceable claim against the Borrower.

      (b)   A Recovering Lender is not obliged to share with any other Lender
            any amount which the Recovering Lender has received or recovered as
            a result of taking legal or arbitration proceedings, if:

            (i)   it notified the other Lenders of the legal or arbitration
                  proceedings; and

            (ii)  the other Lender had an opportunity to participate in those
                  legal or arbitration proceedings but did not do so as soon as
                  reasonably practicable having received notice and did not take
                  separate legal or arbitration proceedings.

27.   PAYMENT MECHANICS

27.1  PAYMENTS TO THE AGENT

      (a)   On each date on which the Borrower or a Lender is required to make a
            payment under a Finance Document, the Borrower or that Lender shall
            make the same available to the Agent (unless a contrary indication
            appears in a Finance Document) for value on the due date at the time
            and in such funds specified by the Agent as being customary at the
            time for settlement of transactions in the relevant currency in the
            place of payment.

      (b)   Payment shall be made to such account in the principal financial
            centre of the country of that currency with such bank as the Agent
            specifies.

27.2  DISTRIBUTIONS BY THE AGENT

      Each payment received by the Agent under the Finance Documents for another
      Party shall, subject to Clause 27.3 (Distributions to the Borrower) and
      Clause 27.4 (Clawback), be made available by the Agent as soon as
      practicable after receipt to the Party entitled to receive payment in
      accordance with this Agreement (in the case of a Lender, for the account
      of its Facility Office), to such account as that Party may notify to the
      Agent by not less than five Business Days' notice with a bank in the
      principal financial centre of the country of that currency.

27.3  DISTRIBUTIONS TO THE BORROWER

      The Agent may (with the Borrower's consent or in accordance with Clause 28
      (Set-Off)) apply any amount received by it for the Borrower in or towards
      payment (on the

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      date and in the currency and funds of receipt) of any amount due from the
      Borrower under the Finance Documents or in or towards purchase of any
      amount of any currency to be so applied.

27.4  CLAWBACK

      (a)   Where a sum is to be paid to the Agent under the Finance Documents
            for another Party, the Agent is not obliged to pay that sum to that
            other Party (or to enter into or perform any related exchange
            contract) until it has been able to establish to its satisfaction
            that it has actually received that sum.

      (b)   If the Agent pays an amount to another Party and it proves to be the
            case that the Agent had not actually received that amount, then the
            Party to whom that amount (or the proceeds of any related exchange
            contract) was paid by the Agent shall on demand refund the same to
            the Agent together with interest on that amount from the date of
            payment to the date of receipt by the Agent, calculated by the Agent
            to reflect its cost of funds.

27.5  PARTIAL PAYMENTS

      (a)   If the Agent receives a payment that is insufficient to discharge
            all the amounts then due and payable by the Borrower under the
            Finance Documents, the Agent shall apply that payment towards the
            Borrower's obligations under the Finance Documents in the following
            order:

            (i)   FIRST, in or towards payment pro rata of any unpaid fees,
                  costs and expenses of the Agent or the Arranger under the
                  Finance Documents;

            (ii)  SECONDLY, in or towards payment pro rata of any accrued
                  interest, fee or commission due but unpaid under this
                  Agreement;

            (iii) THIRDLY, in or towards payment pro rata of any principal due
                  but unpaid under this Agreement; and

            (iv)  FOURTHLY, in or towards payment pro rata of any other sum due
                  but unpaid under the Finance Documents.

      (b)   The Agent shall, if so directed by the Majority Lenders, vary the
            order set out in paragraphs (a)(ii) to (iv) above.

      (c)   Paragraphs (a) and (b) above will override any appropriation made by
            the Borrower.

27.6  NO SET-OFF BY THE BORROWER

      All payments to be made by the Borrower under the Finance Documents shall
      be calculated and be made without (and free and clear of any deduction
      for) set-off or counterclaim.

27.7  BUSINESS DAYS

      (a)   Any payment which is due to be made on a day that is not a Business
            Day shall be made on the next Business Day in the same calendar
            month (if there is one) or the preceding Business Day (if there is
            not).

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      (b)   During any extension of the due date for payment of any principal or
            an Unpaid Sum under this Agreement interest is payable on the
            principal or Unpaid Sum at the rate payable on the original due
            date.

27.8  CURRENCY OF ACCOUNT

      (a)   Subject to paragraphs (b) to (e) below, US Dollars is the currency
            of account and payment for any sum due from the Borrower under any
            Finance Document.

      (b)   A repayment of an Unpaid Sum or a part of an Unpaid Sum shall be
            made in the currency in which that Unpaid Sum is denominated on its
            due date.

      (c)   Each payment of interest shall be made in the currency in which the
            sum in respect of which the interest is payable was denominated when
            that interest accrued.

      (d)   Each payment in respect of costs, expenses or Taxes shall be made in
            the currency in which the costs, expenses or Taxes are incurred.

      (e)   Any amount expressed to be payable in a currency other than US
            Dollars shall be paid in that other currency.

28.   SET-OFF

      A Finance Party may, at any time after the occurrence of an Event of
      Default, set off any matured obligation due from the Borrower under the
      Finance Documents (to the extent beneficially owned by that Finance Party)
      against any matured obligation owed by that Finance Party to the Borrower,
      regardless of the place of payment, booking branch or currency of either
      obligation. If the obligations are in different currencies, the Finance
      Party may convert either obligation at a market rate of exchange in its
      usual course of business for the purpose of the set-off. That Finance
      Party shall promptly notify the Borrower of any such set-off or
      conversion.

29.   NOTICES

29.1  COMMUNICATIONS IN WRITING

      Any communication to be made under or in connection with the Finance
      Documents shall be made in writing and, unless otherwise stated, may be
      made by fax or letter.

29.2  ADDRESSES

      The address and fax number (and the department or officer, if any, for
      whose attention the communication is to be made) of each Party for any
      communication or document to be made or delivered under or in connection
      with the Finance Documents is:

      (a)   in the case of the Borrower, that identified with its name at the
            end of this Agreement;

      (b)   in the case of each Lender, that notified in writing to the Agent on
            or prior to the date on which it becomes a Party; and

                                       47
<PAGE>

      (c)   in the case of the Agent, that identified with its name at the end
            of this Agreement,

      or any substitute address, fax number or department or officer as the
      Party may notify to the Agent (or the Agent may notify to the other
      Parties, if a change is made by the Agent) by not less than five Business
      Days' notice.

29.3  DELIVERY

      (a)   Any communication or document made or delivered by one person to
            another under or in connection with the Finance Documents will only
            be effective:

            (i)   if by way of fax, when received in legible form; or

            (ii)  if by way of letter, when it has been left at the relevant
                  address or five Business Days after being deposited in the
                  post postage prepaid in an envelope addressed to it at that
                  address,

            and, if a particular department or officer is specified as part of
            its address details provided under Clause 29.2 (Addresses), if
            addressed to that department or officer.

      (b)   Any communication or document to be made or delivered to the Agent
            will be effective only when actually received by the Agent and then
            only if it is expressly marked for the attention of the department
            or officer identified below (or any substitute department or officer
            as the Agent shall specify for this purpose).

      (c)   All notices from or to the Borrower shall be sent through the Agent.

29.4  NOTIFICATION OF ADDRESS AND FAX NUMBER

      Promptly upon receipt of notification of an address and fax number or
      change of address or fax number pursuant to Clause 29.2 (Addresses) or
      changing its own address or fax number, the Agent shall notify the other
      Parties.

29.5  ENGLISH LANGUAGE

(a)   Any notice given under or in connection with any Finance Document must be
      in English.

(b)   All other documents provided under or in connection with any Finance
      Document must be:

      (i)   in English; or

      (ii)  if not in English, and if so required by the Agent, accompanied by a
            certified English translation and, in this case, the English
            translation will prevail unless the document is a constitutional,
            statutory or other official document.

                                       48
<PAGE>

30.   CALCULATIONS AND CERTIFICATES

30.1  ACCOUNTS

      In any litigation or arbitration proceedings arising out of or in
      connection with a Finance Document, the entries made in the accounts
      maintained by a Finance Party are prima facie evidence of the matters to
      which they relate.

30.2  CERTIFICATES AND DETERMINATIONS

      Any certification or determination by a Finance Party of a rate or amount
      under any Finance Document shall set out the computation thereof and is,
      in the absence of manifest error, conclusive evidence of the matters to
      which it relates.

30.3  DAY COUNT CONVENTION

      Any interest, commission or fee accruing under a Finance Document will
      accrue from day to day and is calculated on the basis of the actual number
      of days elapsed and a year of 360 days or, in any case where the practice
      in the London interbank market differs, in accordance with that market
      practice.

31.   PARTIAL INVALIDITY

      If, at any time, any provision of the Finance Documents is or becomes
      illegal, invalid or unenforceable in any respect under any law of any
      jurisdiction, neither the legality, validity or enforceability of the
      remaining provisions nor the legality, validity or enforceability of such
      provision under the law of any other jurisdiction will in any way be
      affected or impaired.

32.   REMEDIES AND WAIVERS

      No failure to exercise, nor any delay in exercising, on the part of any
      Finance Party, any right or remedy under the Finance Documents shall
      operate as a waiver, nor shall any single or partial exercise of any right
      or remedy prevent any further or other exercise or the exercise of any
      other right or remedy. The rights and remedies provided in this Agreement
      are cumulative and not exclusive of any rights or remedies provided by
      law.

33.   AMENDMENTS AND WAIVERS

33.1  REQUIRED CONSENTS

      (a)   Subject to Clause 33.2 (Exceptions) any term of the Finance
            Documents may be amended or waived only with the consent of the
            Majority Lenders and the Borrower and any such amendment or waiver
            will be binding on all Parties.

      (b)   The Agent may effect, on behalf of any Finance Party, any amendment
            or waiver permitted by this Clause.

33.2  EXCEPTIONS

      (a)   An amendment or waiver that has the effect of changing or which
            relates to:

                                       49
<PAGE>

            (i)   the definition of "Majority Lenders" in Clause 1.1
                  (Definitions);

            (ii)  an extension to the date of payment of any amount under the
                  Finance Documents;

            (iii) a reduction in the Margin or a reduction in the amount of any
                  payment of principal, interest, fees or commission payable;

            (iv)  an increase in or an extension of any Commitment;

            (v)   a change to Clause 23 (Changes to the Borrower);

            (vi)  any provision which expressly requires the consent of all the
                  Lenders; or

            (vii) Clause 2.2 (Finance Parties' rights and obligations), Clause
                  22 (Changes to the Lenders), Clause 26 (Sharing among the
                  Lenders), or this Clause 33,

      (b)   An amendment or waiver which relates to the rights or obligations of
            the Agent or the Arranger may not be effected without the consent of
            the Agent or the Arranger.

34.   COUNTERPARTS

      Each Finance Document may be executed in any number of counterparts, and
      this has the same effect as if the signatures on the counterparts were on
      a single copy of the Finance Document.

35.   GOVERNING LAW

      This Agreement shall be governed by, and construed in accordance with, the
      laws of Singapore.

THIS AGREEMENT HAS BEEN ENTERED INTO ON THE DATE STATED AT THE BEGINNING OF THIS
AGREEMENT.

                                       50
<PAGE>

                                   SCHEDULE 1

                              THE ORIGINAL LENDERS

Name of Original Lender                                   Facility A Commitment

Sumitomo Mitsui Banking Corporation, Singapore Branch     US$150,000,000

Oversea-Chinese Banking Corporation Limited               US$50,000,000

                                       51
<PAGE>

                                   SCHEDULE 2

                              CONDITIONS PRECEDENT

1.    THE BORROWER

(a)   A copy of the Memorandum and Articles of Association of the Borrower.

(b)   A copy of a resolution of the board of directors of the Borrower:

      (i)   approving the terms of, and the transactions contemplated by, the
            Finance Documents and resolving that it execute the Finance
            Documents;

      (ii)  authorising a specified person or persons to execute the Finance
            Documents on its behalf; and

      (iii) authorising a specified person or persons, on its behalf, to sign
            and/or despatch all documents and notices (including, if relevant,
            any Utilisation Request and Selection Notice) to be signed and/or
            despatched by it under or in connection with the Finance Documents.

(c)   A specimen of the signature of each person authorised by the resolution
      referred to in paragraph (b) above.

(d)   A certificate of the Borrower (signed by a director) confirming that
      borrowing the Total Commitments would not cause any borrowing or similar
      limit binding on the Borrower to be exceeded.

(e)   A certificate of an authorised signatory of the Borrower certifying that
      each copy document relating to it specified in this Schedule 2 is correct,
      complete and in full force and effect as at a date no earlier than the
      date of this Agreement.

2.    OTHER DOCUMENTS AND EVIDENCE

(a)   The Original Financial Statements.

(b)   Evidence that the fees, costs and expenses then due from the Borrower
      pursuant to Clause 11 (Fees) and Clause 16 (Costs and Expenses) have been
      paid or will be paid by the first Utilisation Date.

                                       52
<PAGE>

                                   SCHEDULE 3

                                    REQUESTS

                                     PART I

                               UTILISATION REQUEST

From: Chartered Semiconductor Manufacturing Ltd.

To:   Sumitomo Mitsui Banking Corporation, Singapore Branch

Dated:

Dear Sirs

                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
                               FACILITY AGREEMENT
                        DATED__________ (THE "AGREEMENT")

1.    We refer to the Agreement. This is a Utilisation Request. Terms defined in
      the Agreement have the same meaning when used in this Utilisation Request
      unless given a different meaning in this Utilisation Request.

2.    We wish to borrow a Loan on the following terms:

      Proposed Utilisation Date:   [______] (or, if that is not a Business Day,
                                   the next Business Day)

      Amount:                      [______] or, if less, the Available Facility

      Interest Period:             [______]

      Facility to be utilised:     [Facility A]/[Facility B]

3.    We confirm that each condition specified in Clause 4.2 (Further conditions
      precedent) is satisfied on the date of this Utilisation Request.

4.    The proceeds of this Loan should be credited to [account].

5.    This Utilisation Request is irrevocable.

                                Yours faithfully

                            ------------------------
                            authorised signatory for

                   Chartered Semiconductor Manufacturing Ltd.

                                       53
<PAGE>

                                     PART II

                                Selection Notice

From: Chartered Semiconductor Manufacturing Ltd.

To:   Sumitomo Mitsui Banking Corporation, Singapore Branch

Dated:

Dear Sirs

                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
                               FACILITY AGREEMENT

                         DATED________ (THE "AGREEMENT")

1.    We refer to the Agreement. This is a Selection Notice. Terms defined in
      the Agreement have the same meaning when used in this Selection Notice
      unless given a different meaning in this Selection Notice.

2.    We refer to the following Loan[s] with an Interest Period ending on
      [_________].*

3.    We request that the next Interest Period for the above Loan[s] is
      [_________].*

4.    This Selection Notice is irrevocable.

                                Yours faithfully

                            ------------------------
                            authorised signatory for

                   Chartered Semiconductor Manufacturing Ltd.

-------------
* Insert details of all Loans which have an Interest Period ending on the same
date.

                                       54
<PAGE>

                                   SCHEDULE 4

                          FORM OF TRANSFER CERTIFICATE

To:   Sumitomo Mitsui Banking Corporation, Singapore Branch

      as Agent

From: [The Existing Lender] (the "EXISTING LENDER") and [The New Lender] (THE
      "NEW LENDER")

Dated:

                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
                               FACILITY AGREEMENT

                         DATED________ (THE "AGREEMENT")

1.    We refer to the Agreement. This is a Transfer Certificate. Terms defined
      in the Agreement have the same meaning when used in this Transfer
      Certificate unless given a different meaning in this Transfer Certificate.

2.    We refer to Clause 22.5 (Procedure for transfer):

      (a)   The Existing Lender and the New Lender agree to the Existing Lender
            transferring to the New Lender by novation all or part of the
            Existing Lender's Commitment, rights and obligations referred to in
            the Schedule in accordance with Clause 22.5 (Procedure for
            transfer).

      (b)   The proposed Transfer Date is [_______].

      (c)   The Facility Office and address, fax number and attention details
            for notices of the New Lender for the purposes of Clause 29.2
            (Addresses) are set out in the Schedule.

3.    The New Lender expressly acknowledges the limitations on the Existing
      Lender's obligations set out in paragraph (c) of Clause 22.4 (Limitation
      of responsibility of Existing Lenders).

4.    This Transfer Certificate shall be governed by, and construed in
      accordance with, the laws of Singapore.

                                       55
<PAGE>

                                  THE SCHEDULE

               COMMITMENT/RIGHTS AND OBLIGATIONS TO BE TRANSFERRED

                            [insert relevant details]

   [Facility Office address, fax number and attention details for notices and
                         account details for payments.]

[Existing Lender]                                                 [New Lender]

By:                                                               By:

This Transfer Certificate is accepted by the Agent and the Transfer Date is
confirmed as [________].

[Agent]

By:

                                       56
<PAGE>

                                   SCHEDULE 5

                         FORM OF COMPLIANCE CERTIFICATE

To:   Sumitomo Mitsui Banking Corporation, Singapore Branch as Agent

From: Chartered Semiconductor Manufacturing Ltd.

Dated:

Dear Sirs

                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.

                               FACILITY AGREEMENT

                        DATED_________ (THE "AGREEMENT")

1.    We refer to the Agreement. This is a Compliance Certificate. Terms defined
      in the Agreement have the same meaning when used in this Compliance
      Certificate unless given a different meaning in this Compliance
      Certificate.

2.    We confirm that:

      (a)   as at [   ], Consolidated Net Worth was [US$ ]; and

      (b)   as at [   ], Consolidated Total Gross Debt was [ ] per cent. of
            Consolidated Net Worth.

3.    [We confirm that no Default is continuing.]*

Signed: .................

[Director] / [Authorised Signatory] of Chartered Semiconductor Manufacturing
Ltd.

----------------
* If this statement cannot be made, the certificate should identify any Default
that is continuing and the steps, if any, being taken to remedy it.

                                       57
<PAGE>

                                   SCHEDULE 6

      FORM OF LENDER ACCESSION NOTICE(S) AND COMMITMENT INCREASE NOTICE(S)

                    Part I - Form of Lender Accession Notice

To:   Sumitomo Mitsui Banking Corporation, Singapore Branch as Agent

Dated:

                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.

                               FACILITY AGREEMENT

                         DATED_______ (THE "AGREEMENT")

1.    We refer to the Agreement. Terms defined in the Agreement have the same
      meaning when used herein.

2.    This undertaking is given pursuant to Clause 22.7 of the Agreement.

3.    In consideration of our being accepted as an Acceding Lender for the
      purposes of the Agreement, we hereby undertake and agree to be bound by
      all the provisions of the Agreement with effect on and from [    ] (the
      "ACCESSION DATE") as if we had originally been a party thereto as a
      Facility B Lender with a Facility B Commitment of US$[ ].

4.    For the purposes of Clause 32 of the Agreement and until further notice to
      you, our address and telefax numbers shall be as follows:

                                Address:

                                Telefax No.

                                                    For and on behalf of
                                                    [Acceding Lender]

                                                    .....................

                                       58
<PAGE>

                      Part II - Commitment Increase Notice

To:   Sumitomo Mitsui Banking Corporation, Singapore Branch as Agent

Dated:

                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD.
                               FACILITY AGREEMENT

                         DATED_______ (THE "AGREEMENT")

1.    We refer to the Agreement. Terms defined in the Agreement have the same
      meaning when used herein.

2.    This undertaking is given pursuant to Clause 22.8 of the Agreement.

3.    In consideration of our Commitment Increase herein being accepted for the
      purposes of the Agreement, we hereby undertake and agree to be bound by
      all the provisions of the Agreement, with effect on and from [      ] (the
      "COMMITMENT INCREASE DATE"), as if we had originally been a party thereto
      with an [INCREASED] aggregate Facility B Commitment (the "AGGREGATE
      FACILITY B COMMITMENT") of US$[ ] (being the sum of (a) our Facility B
      Commitment prior to the date of this Commitment Increase Notice and (b)
      US$[ ] (the "COMMITMENT INCREASE")).

                                              For and on behalf of
                                              [Facility B Lender]

                                              .......................

                                       59
<PAGE>

                                   SCHEDULE 7

                                   TIMETABLES

"D -" refers to the number of Business Days before the relevant Utilisation
Date/the first day of the relevant Interest Period.

Delivery of a duly completed Utilisation                 D - 5
Request (Clause 5.1 (Delivery of a                     11:00 a.m.
Utilisation Request))

Delivery of a duly completed Selection                   D - 2
Notice (Clause 9.1 (Selection of Interest              11:00 a.m.
Periods))

Agent notifies the Lenders of the Loan in                D - 3
accordance with Clause 5.4 (Lenders'                   11:00 a.m.
participation)

LIBOR is fixed                                       Quotation Day
                                             as of 11:00 a.m. (London Time)

                                       60
<PAGE>

IN WITNESS WHEREOF this Agreement has been entered into on the date stated at
the beginning.

THE BORROWER

CHARTERED SEMICONDUCTOR MANUFACTURING LTD.

Address:    60 Woodlands Industrial Park D, Street 2, Singapore 738406

Fax No:     6362 2909

Attention:  George Thomas

By:         /s/ CHIA SONG HWEE
            CHIEF EXECUTIVE OFFICER

THE ARRANGER

OVERSEA-CHINESE BANKING CORPORATION LIMITED

Address:    65 Chulia Street #10-00
            OCBC Centre
            Singapore 049513

Fax No:     6536 9327 / 6536 6449

Attention:  Avril Ng / Richard Lee

By:         /s/ GEORGE LEE LAP WAH
            HEAD, GROUP INVESTMENT BANKING

SUMITOMO MITSUI BANKING CORPORATION

Address:    3 Temasek Avenue #06-01 Centennial Tower
            Singapore 039190

Fax No:     6882 0514

Attention:  Benson Chua, VP / Wendy Theseira, VP

By:         /s/ HIROSHI KOBAYASHI
            GENERAL MANAGER, DEBT CAPITAL MARKETS DEPARTMENT

                                       61
<PAGE>

THE ORIGINAL LENDERS

OVERSEA-CHINESE BANKING CORPORATION LIMITED

Address:    65 Chulia Street #10-00
            OCBC Centre
            Singapore 049513

Fax No:     6536 9327 / 6536 6449

Attention:  Avril Ng / Richard Lee

By:         /s/ GOH CHONG THENG

SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH

Address:    3 Temasek Avenue #06-01 Centennial Tower
            Singapore 039190

Fax No:     6882 0490

Attention:  Ivan Chua, VP / Steven Ho, VP

By:         /s/ MASAMI TASHIRO
            DIRECTOR AND GENERAL MANAGER

THE AGENT

SUMITOMO MITSUI BANKING CORPORATION, SINGAPORE BRANCH

Address:    3 Temasek Avenue #06-01 Centennial Tower
            Singapore 039190

Fax No:     6882 0490

Attention:  Ivan Chua, VP / Steven Ho, VP

By:         /s/ MASAMI TASHIRO
            DIRECTOR AND GENERAL MANAGER

                                       62