<PAGE>   1


                                                                     EXHIBIT 4.3




                        Dated this 16th day of April, 2000




                                    Between





                           DIALOG SEMICONDUCTOR GMBH
                            AND ALL ITS SUBSIDIARIES


                                      And


                   CHARTERED SEMICONDUCTOR MANUFACTURING LTD
                     SILICON MANUFACTURING PARTNERS PTE LTD
                       CHARTERED SILICON PARTNERS PTE LTD




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

                            MANUFACTURING AGREEMENT

                   ------------------------------------------
<PAGE>   2


                                    CONTENTS

<TABLE>
<CAPTION>
CLAUSE                                                 PAGE
------                                                 ----
<S>                                                    <C>
1.   Definitions....................................... 1
2.   Manufacture of Wafers............................. 3
3.   Qualification and Modification.................... 4
4.   Production Planning............................... 5
5.   Purchase Orders................................... 6
6.   Pricing and Payment Terms......................... 7
7.   Quality Control and Inspection.................... 8
8.   Procedure for Customer Returns.................... 8
9.   Rescheduling and Production Halts................. 9
10.  Delivery.......................................... 9
11.  Terms and Termination............................. 10
12.  Force Majeure..................................... 11
13.  Use Restriction and Limitation of Liability....... 12
14.  Confidentiality................................... 13
15.  Notices........................................... 14
16.  Waiver and Remedies............................... 14
17.  Severance......................................... 15
18.  Entire Agreement.................................. 15
19.  No Assignment of Sub-Contracting.................. 16
20.  Governing Law..................................... 16

Price Agreements                                         Appendix A
Qualification of process and product and
Electrical Test and Electrical Parameters                Appendix B
Acceptance Criteria                                      Appendix C
Foundry Change Request Procedure                         Appendix D
Process Change Requests                                  Appendix E
Specifications Relating to the Wafer Sort,
Assembly and/or Final Test of Products                   Appendix F
Procedure for Customer Returns                           Appendix G
Cancellation Fee                                         Appendix H
Purchase and Capacity Commitment                         Appendix I
</TABLE>


<PAGE>   3
THIS MANUFACTURING AGREEMENT is made this 16th day of April 2000 (the "Effective
Date") by and between:-

(1)  DIALOG SEMICONDUCTOR GMBH AND ALL ITS SUBSIDIARIES, a company incorporated
     in Germany, with its principal place of business at Neue Strass 95, 73230
     Kirchheim u. Teck-Nabern, Germany (hereinafter referred to as "Customer");
     and

(2)  CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in the
     Republic of Singapore, with its principal place of business at 60 Woodlands
     Industrial Park D, Street 2, Singapore 738406 (hereinafter referred to as
     "Chartered"); and

(3)  SILICON MANUFACTURING PARTNERS PTE LTD, a company incorporated in the
     Republic of Singapore, with its principal place of business at 60 Woodlands
     Industrial Park D, Street 2, Singapore 738406 (hereinafter referred to as
     "SMP"); and

(4)  CHARTERED SILICON PARTNERS PTE LTD, a company incorporated in the Republic
     of Singapore, with its principal place of business at 60 Woodlands
     Industrial Park D, Street 2, Singapore 738406 (hereinafter referred to as
     "CSP").

WHEREAS

(A)  Customer has designed and developed certain integrated circuit products and
     desires to have such products manufactured to its specifications;

(B)  Foundry is in the business of providing Wafer fabrication and/or Wafer sort
     and/or assembly and/or final test services to semiconductor suppliers and
     manufacturers of electronic systems; and

(C)  Customer and Foundry desire to enter into an agreement for the purpose of
     having Foundry manufacture and sell Products to Customer.

NOW IT IS HEREBY AGREED as follows:-

1.   DEFINITIONS

1.1  In this Agreement, unless otherwise defined or the context otherwise
     requires, the following words and expressions shall bear the following
     meanings:-

     "Acceptance Criteria" shall mean the visual inspection criteria, electrical
     test and electrical parameters and other criteria mutually agreed upon the
     Parties, for each Customer Device to be met by Foundry prior to delivery of
     Products. The Acceptance Criteria are set out in Appendix C;


                                       1
<PAGE>   4
     "Customer Devices" shall means Customer's integrated circuit products
     identified by Customer's product part numbers listed in Customer's purchase
     orders;

     "day(s)" shall (unless otherwise stated) means calendar day(s).

     "Business days" shall means Monday through Friday except public holidays.

     "Foundry" shall mean the Party that is manufacturing the products for
     Customer.

     "Masks" shall mean the masks and reticle sets used by Foundry in the
     production of Wafers for Customer;

     "month(s)" shall mean calendar month(s);

     "Product" shall mean Customer Devices, which are manufactured by Foundry,
     whether in Wafer, diced or Unit form.

     "Scheduled Availability Date: has the meaning set out in Clause 5.1;

     "Services" shall means the Wafer fabrication, Wafer sort, assembly and/or
     final test services to be provided by Foundry and/or Subcontractor with
     respect to the Products.

     "Subcontractor" shall mean the subcontractor appointed by Foundry to
     perform the Wafer sort and/or assembly and/or final test services;

     "Technical Matters" shall mean all matters relating to (a) Test Program
     transfer, evaluation and release, (b) probecard/loadboard configuration,
     (c) determination of gross/net die per Wafer, (d) determination of test
     time, (e) tester platform and package information, (f) test flow, (g)
     bonding diagram, (h) marking instructions, (i) assembly process flow
     requirements, (j) assembly qualification approval, (k) bill of materials,
     and (l) such other matters that the Parties may mutually designate in
     writing as "Technical Matters";

     "Test Program" shall mean the Wafer sort test and/or final test program(s)
     supplied by Customer for the performance of the Services;

     "Units" shall mean finished die for the Customer Devices in packaged form;

     "Wafers" shall mean   *

     "year(s)" shall mean calendar year(s).


                                       2





<PAGE>   5

1.2  References to recitals, clauses and appendices are references to recitals,
     clauses and appendices of this Agreement.

1.3  The headings in this Agreement are inserted for convenience only and shall
     be ignored in the interpretation of this Agreement.

1.4  Unless the context otherwise requires, words denoting the singular number
     shall include the plural and vice versa, words importing the masculine
     gender shall include the feminine gender and words importing a person shall
     include a company or corporation and vice versa.

2.   MANUFACTURE OF PRODUCTS

2.1  Foundry shall manufacture Products in accordance with the terms of this
     Agreement.

2.2  Customer shall furnish Foundry with all requisite technical support and
     assistance in starting up the manufacture of Products at Foundry's wafer
     manufacturing facilities, and, if turnkey services are provided, at
     Subcontractor's facilities (if applicable) (collectively "the facilities")
     on terms and conditions to be mutually agreed. Customer shall bear all
     non-recurring engineering costs as previously agreed by separate quotation
     incurred in the start-up of the manufacture of the Products at the
     facilities.

2.3  Customer shall provide at its own expense as agreed all requisite masks,
     substrate and frame tooling, mould die set tooling, probecards/loadboards,
     and change kits (collectively the "Hardware") which meet Foundry's tooling
     specifications, to Foundry within a reasonable time for the manufacture of
     the Products. Such Hardware shall remain the property of the Customer. In
     particular Customer shall provide to Foundry at Customer's cost with
     respect to each Customer Device, one probecard and loadboard per tester to
     be run, plus one spare back-up thereof. The Parties agree that lot starts
     for the Services shall be initiated only after the Hardware meets Foundry's
     or Subcontractor's tooling and other specifications. Customer shall pay for
     any wafers put on hold by reason of the non-availability of the Hardware.
     Alternatively, Customer may authorise Foundry to procure, at Customer's
     expense and on terms mutually agreed beforehand, the Hardware from a
     designated third-party contractor. Such Hardware will be subject to
     Foundry's or Subcontractor's (if applicable) in-coming inspection criteria
     and qualification process.

2.4  Customer shall provide at its own expense all Test Programs and the latest
     version of the build kits and bonding diagrams to be used in the Services.
     Customer shall also supply an agreed number of specialized correlation
     units with appropriate datalog for correlation, including probecard wafers
     and golden wafers. If required by Customer, Foundry may engage
     Subcontractor, on Customer's behalf and at Customer's expense, to develop
     Test Programs or undertake Test Program conversion, on such terms and
     conditions to be


                                       3

<PAGE>   6


     mutually agreed. Foundry shall, unless otherwise advised in writing by
     Customer, be entitled to assume that the latest version of the build kit
     furnished by Customer is the Customer's latest version of the build kit,
     and shall be entitled to rely on that assumption.

2.5  In the event that any non-recurring engineering ('NRE') effort is
     cancelled at Customer's request, unless cancellation is due to the failure
     of the Foundry to deliver Customer shall pay all or part of the related
     NRE charge as follows:

     (a)  Customer shall be liable for 100% of tooling costs incurred by
          Foundry at the time of NRE cancellation; and

     (b)  Unless by prior written agreement Customer shall be liable for all
          other NRE charges based upon the amount of work completed but not
          less than 50% of the total NRE charge.

     Customer shall be liable to pay Foundry for any existing inventory or
     work-in-progress in accordance with Clause 9.3 herein.

2.6  Where expedient, Foundry may authorise Customer to communicate directly
     with Subcontractor on any Technical Matters, provided however, that in
     respect of all other matters, Customer shall communicate directly with
     Foundry. For the avoidance of doubt, Foundry shall not be responsible for
     any loss or damage suffered by Customer arising out of any new
     specifications and procedures, or changes to existing specifications and
     procedures, agreed between Customer and Subcontractor without the prior
     approval of Foundry.

2.7  Customer shall not have the authority, nor hold out to Subcontractor as
     having any authority or right to assume, create or undertake any
     obligation of any kind whatsoever, express or implied, on behalf of
     Foundry.

2.8  Foundry shall provide factory engineering support to Customer for yield
     monitoring and where applicable yield improvement of products.


3.   QUALIFICATION AND MODIFICATION

3.1  The Parties shall, where required by Customer, proceed in accordance with
     mutually agreed terms with the qualification of a Customer Device using
     the relevant Foundry process to be used in the manufacture of Products for
     Customer. Design rules shall not be waived by Foundry except through the
     Design Rule Waiver Request Procedure referenced in Appendix B. The
     qualification of a Customer Device using the Foundry process shall be in
     accordance with the applicable Foundry Readiness to Ramp Procedure and the
     Release To Customer Production and Risk Waiver Agreements specifications
     referenced in Appendix B. Foundry shall provide to Customer the applicable
     electrical test and electrical parameters for each qualified process.


                                       4


<PAGE>   7
3.2  In the event that Customer requests Foundry to manufacture more than 100
     Wafers prior to the issue of a Release To Customer Production document by
     Foundry, Customer shall execute Foundry's standard Risk Waiver Agreement
     ("RW") referred to in Foundry's standard Release To Customer Production and
     Risk Waiver Agreement specification referenced in Appendix B. The terms of
     the RW shall govern the manufacture of the specific quantity of Wafers
     referred to in the RW.

3.3  Upon successful qualification of a Customer Device on a manufacturing
     process, Foundry shall manufacture the Products to conform with the
     Acceptance Criteria set out in Appendix C.

3.4  If changes to the Acceptance Criteria are made otherwise than to correct
     any defects in the manufacture of Products hereunder, the parties shall in
     good faith re-negotiate any existing terms and conditions of purchase
     (including pricing and delivery commitments) which require amendment as a
     result of such changes.

3.5  Any Customer requests for changes to the manufacturing process flow for a
     Customer Device and/or lot of Products shall be evaluated by Foundry in
     accordance with the Foundry's Process Request Form (PRF) Procedure
     referenced in Appendix E, where applicable. Foundry shall review on a
     case-by-case basis, any requested process changes that are not governed by
     the Process Request From Procedure, including a request by Customer for a
     non-standard process flow.

3.6  Foundry's manufacturing processes and materials shall not be changed except
     in accordance with the Change Request Procedures set out in Appendix D.

3.7  Foundry's handling of any Customer specific requirements shall conform to
     Section II of the QS-9000 Quality System Requirements, if applicable.

4.   PRODUCTION PLANNING

4.1  With effect from a date to be agreed by the Parties, Customer shall provide
     to Foundry on a monthly basis, its rolling 12-month forecast of its monthly
     volume requirements for Products for each Customer Device to be
     manufactured hereunder. Such rolling forecast does not constitute a binding
     agreement to supply or purchase Products and shall be used for planning
     purposes only.

4.2  *


                                       5
<PAGE>   8


4.3  If requested by Customer, Foundry shall establish an in-line production
     wafer bank for Customer upon mutually agreed terms. Foundry reserves the
     right to levy additional charges in the event that in-line inventory is
     requested.

4.4  Customer and Foundry may, on mutually agreed terms, agree to a purchase
     and capacity commitment on terms and conditions set out in Appendix I.

4.5  *


5.   PURCHASE ORDERS

5.1  The purchase and supply of Products under this Agreement shall commence
     only when:-

     (a)  Customer has issued a purchase order to the relevant Foundry. For the
          avoidance of doubt and by way of example, if Chartered is the Party
          manufacturing the Products, then the purchase order shall be issued
          to Chartered. Likewise, if SMP is the Party manufacturing the
          Products, then the purchase order shall be issued to SMP; and if CSP
          is the Party manufacturing the Products, then the purchase order
          shall be issued to CSP; and

     (b)  Foundry has issued, within 3 business days of Foundry's receipt of
          Customer's purchase order, an order acknowledgement to Customer
          acknowledging Customer's purchase order and confirming the scheduled
          date on which Products will be available for delivery (the "Scheduled
          Availability Date"). If Customer has not received an order
          acknowledgement within 3 business days of transmission of customers
          order the order is deemed not to have been accepted.

     (c)  Test Programs (if applicable) have been released or mutually agreed
          by the Parties; and

     (d)  Customer has forwarded to Foundry, and Foundry has agreed to, all
          necessary specifications and procedures for the manufacture of
          Products.

5.2  All purchase orders issued by Customer shall reference this Agreement. The
     terms and conditions of this Agreement shall exclusively govern the
     purchase and supply of Products hereunder and shall override any
     conflicting, amending and/or additional terms contained in Customer's
     purchase order and/or Customer's acceptance documents. No variation or
     addition to the terms and


                                       6

<PAGE>   9
     conditions contained in this Agreement shall be binding unless agreed in
     writing between the authorised representatives of the Parties.

5.3  The Customer's purchase order once acknowledged shall (except with
     Foundry's consent and subject to termination clauses) be irrevocable, and
     shall contain the Wafer part number, Customer Device code revision number,
     Foundry Product code, quantity of Products required, requested delivery
     dates for such Products, price per unit of the Products, and the following
     items if applicable: turnkey part number, test program revision number or
     latest revision thereof, marking instructions, build kits, bonding diagram
     specifications and other purchase requirements.

5.4  Customer shall request delivery dates consistent with Foundry's production
     cycle-times to be for the relevant Customer Device. Foundry will provide
     quarterly cycle-time projections to Customer at least 1 month prior to the
     calendar quarter for each Product stated in the Foundry Quotation (as
     hereinafter defined), or in the Price Agreement (as hereinafter defined).

5.5  Within 6 months of the date of the Customers purchase order Customer shall
     have given Foundry a schedule all Products.

6. PRICING AND PAYMENT TERMS

6.1  The purchase price of Products charged to Customer shall be in accordance
     with the terms of a mutually agreed Pricing Agreement as defined in
     Appendix A of this Agreement or the relevant Foundry quotation (the
     "Foundry Quotation") for the Products to be purchased.

6.2  Unless otherwise set out in the applicable Foundry Quotation or Price
     Agreement, payment for Products ordered shall be made by Customer in United
     States dollars on or before the 20th day of each month for invoices issued
     by Foundry up to the last day of the preceding month. Customer shall make
     payment by telegraphic transfer to an account nominated by Foundry, or by
     such other payment mode as notified by Foundry. Any late payment for
     Products shall be subject to interest charges of 1.5% per month on the
     unpaid balance calculated from the due date of payment up to and including
     the date of actual payment.

6.3  All invoices issued by Foundry shall identify the Products and the relevant
     Customer purchase order number, Customer Device part number, purchase order
     line and release number, Lot ID, description of items and quantity of items
     shipped. Unless otherwise agreed by Customer and Foundry in writing,
     invoices may be mailed no earlier than the relevant date of shipment.

6.4  In the event of any dispute over the amount invoiced, Customer shall first
     make payment of the undisputed portion in accordance with Clause 6.3
     pending resolution of the dispute between the Parties.
<PAGE>   10

6.5 Customer shall pay, in addition to the agreed prices of Products, the
     amount of any freight, insurance, handling and other duties levied on the
     shipment of Products to Customer. Customer shall also pay for all sales,
     use, excise or other similar taxes levied on the purchase of Products by
     Customer herein.

6.6  Except where payments are withheld under section 6.4 Foundry may, at its
     sole discretion upon written notice to Customer, change the terms of
     payment to cash, cash-on-delivery or letter of credit or place Customer on
     credit hold in the event that Customer is late in its payments under this
     Agreement.

7.   QUALITY CONTROL AND INSPECTION

7.1  Foundry will use commercially reasonable efforts to manufacture the
     Products such that Products conform with the Acceptance Criteria set out in
     Appendix C. Turnkey services will be performed in accordance with
     procedures set out in Appendix F. Prior to delivery, Foundry and/or
     Subcontractor (if applicable) shall perform on the Products manufactured,
     the tests specified in the Acceptance Criteria. Foundry will deliver only
     Products which meet the Acceptance Criteria, unless Customer waives such
     obligation in accordance with the Waiver Request Procedures specified in
     Appendix B, or as mutually agreed between the Parties.

8.   PROCEDURE FOR CUSTOMER RETURNS

8.1  The Procedure for Customer Returns as set out in Appendix G shall apply to
     Products manufactured under this Agreement. The time limit for the return
     of any Wafers due to low sort yield is 60 days from Foundry's date of
     delivery of the said Wafers. The time limit for the return of defective
     sorted Wafers or defective Units is 60 days from the date of delivery of
     the said sorted Wafers and/or Units. The time limit for the return of
     Wafers will field reliability failures is 14 months from the date of
     delivery of the said Wafers.

8.2  Foundry shall have no liability and shall not be obliged to accept the
     return of Products after the relevant period of 60 days or 14 months, as
     the case may be. In addition, Foundry shall be under no liability for
     defects in the Products caused by static discharge, abnormal working
     conditions, fair wear and tear, accident, wilful damage, abuse, misuse,
     neglect, improper installation, improper repair or improper alteration by
     persons other than Foundry or its appointed Subcontractor (if applicable),
     improper testing and/or improper storage and/or improper handling or use
     contrary to any instructions issued by Foundry which are in keeping with
     generally accepted industry practices. Further, Foundry shall be under no
     liability for any parts or materials it has not manufactured.

8.3  Foundry shall have the discretion to decide whether or not to conduct
     failure analysis at its expense, alternatively, if insisted upon by
     Customer at Customers expense on the Products returned by Customer, and if
     such failure analysis is conducted, Foundry will, at Customer's request,
     provide Customer with copies of the results of such analysis. If Foundry's
     failure analysis determines that the


                                       8
<PAGE>   11
     defects are due to causes other than the causes specified in Clause 8.2,
     then Customer may at its option elect for either a credit for the purchase
     price paid for such Products, or Foundry's retest/rework/replacement of the
     defective Products returned to Foundry. If Customer elects for the
     retest/rework/replacement of defective Products, the manufacture of such
     Products shall have high priority on Foundry's production schedule.
     Specifically for replacement the manufacture of such Products shall being
     given hot lots where possible.

8.4  The cost of retest/rework/replacement, repacking, handling and shipping of
     such retested/reworked/replaced Products back to Customer shall be borne by
     Customer unless the cause of failure is due to the fault of Foundry or its
     Subcontractor, in which case Foundry shall bear the cost of
     retest/rework/replacement, repacking, handling and shipping.

8.5  THE FOREGOING STATES FOUNDRY'S ENTIRE LIABILITY, WHETHER IN CONTRACT OR IN
     TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, FOR ALL CLAIMS BASED ON FAILURE
     OR DEFECTS IN PRODUCTS. THE EXPRESS TERMS OF THIS AGREEMENT ARE IN LIEU OF
     ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, AND OBLIGATIONS IMPLIED BY
     STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE OF DEALING OR OTHERWISE,
     ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED TO THE FULLEST EXTENT PERMITTED
     BY LAW AND FOUNDRY SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY
     OR FITNESS FOR A PARTICULAR PURPOSE.

9.   RESCHEDULING AND PRODUCTION HALTS

9.1  Customer may at any time prior to commencement of the manufacturing
     process, but not less than 30 days prior to the Scheduled Availability Date
     (the "Original Scheduled Availability Date"), request Foundry to reschedule
     (without additional cost to Customer and not exceeding one reschedule per
     line item in Customer's purchase order) any line item in Customer's
     purchase order for Products to a later date (the "Revised Scheduled
     Availability Date") being the earlier of (a) 90 days from the Original
     Scheduled Availability Date, or (b) the last day of the calendar quarter of
     the Original Scheduled Availability Date. If the Revised Scheduled
     Availability Date extends beyond the earlier of (a) 90 days from the
     Original Scheduled Availability Date, or (b) the last day of the calendar
     quarter of the Original Scheduled Availability Date, Foundry shall be
     entitled to invoice Customer for the full sale price of the rescheduled
     Products. Customer may reschedule outside the last day of the calendar
     quarter without penalty provided that the reschedule is replaced by
     equivalent loading in the same technology.

9.2  Customer may not reschedule orders of production lot Products once the
     manufacturing process has commenced on such order.



                                       9
<PAGE>   12
 9.3 If Customer decides to cancel its order for Products, Customer shall pay
     to Foundry a Cancellation Fee based on the formula set out in Appendix H.
     Customer shall be allowed to cancel an order for less than 100 wafers that
     is more than 30 days late from the original Scheduled Availability Date
     provided that the order stated the wafers were for a critical product
     introduction.

10.  DELIVERY

10.1 Foundry shall use its commercially reasonable efforts to deliver the exact
     quantity of Products stipulated in the relevant Customer purchase order.
     However if for each purchase order the aggregate quantity of Products
     delivered by Foundry is within either plus or minus 5% of the quantity
     ordered per quarter, such quantity shall constitute compliance with
     Customer purchase order. Furthermore, Customer shall be deemed to have
     waived any claims for shipment shortage if within 45 days of actual
     delivery date of the Product Customer fails to inform Foundry of such fact.

10.2 All deliveries are Exworks (Foundry's factory in Singapore) (INCOTERMS
     2000) for Wafer sales, and Exworks (Subcontractor's factory) for turnkey
     sales (INCOTERMS 2000). Title shall pass to Customer at the delivery point.
     Foundry shall use commercially reasonable efforts to make the Wafers
     available for shipment within the Scheduled Availability Date. However if
     for each purchase order, Products are delivered within plus 2 or minus 7
     days of the Scheduled Availability Date, such delivery shall constitute
     compliance with Customer purchase order. Scheduled Availability Dates are
     best estimates only. Foundry shall promptly give Customer written notice of
     any prospective failure to make the Products available for shipment within
     plus 2 or minus 7 days of the Scheduled Availability Date.

10.3 All quantities of Products shall be delivered in Foundry or Subcontractor
     standard containers with proper labels identifying the specific Customer
     Device and lot number and shall be accompanied by a packing list specifying
     the relevant purchase order number, Product lot number, Product quantity
     and number of good un-inked die (if Wafers have been sorted) and other
     agreed upon processing documentation.

10.4 If Customer fails to take delivery of any quantity of Products or fails to
     give adequate delivery instructions (otherwise than by reason of any cause
     beyond Customer's reasonable control or by reason of Foundry's fault), then
     without prejudice to any other right or remedy available to Foundry,
     Foundry may at its option, store such Products until actual delivery and
     charge Customer for reasonable costs of storage (including insurance).

10.5 All reject Products that have not been shipped by Foundry will be scrapped
     by Foundry at the expiry of 30 days from the Scheduled Availability Date of
     the Products, unless Customer notifies Foundry otherwise during that
     period.


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<PAGE>   13


11.  TERM AND TERMINATION

11.1 This Agreement shall commence on the Effective Date and shall continue
     until 31 December 2003, unless otherwise extended by the mutual agreement
     of the Parties or earlier terminated in the following events:-

     (a)  by agreement of the Parties; or

     (b)  forthwith by Foundry if Customer fails to pay any sum due to Foundry
          hereunder which has been outstanding for a period of 60 days; or

     (c)  forthwith by any Party if the other commits any material breach of
          any term of this Agreement and which in the case of a breach capable
          of being remedied shall not have been remedied within 60 days of a
          written request to remedy the same; or

     (d)  at the option of any Party, in any of the following events:-

          (i)   the inability of the other Party to pay its debts in the normal
                course of business; or

          (ii)  the other Party ceasing or threatening to cease wholly or
                substantially to carry on its business, otherwise than for the
                purpose of a reconstruction or amalgamation without insolvency;
                or

          (iii) any encumbrancer taking possession of or a receiver, trustee or
                judicial manager being appointed over the whole or any
                substantial part of the undertaking, property or assets of the
                other Party; or

          (iv)  the making of an order by a court of competent jurisdiction or
                the passing of a resolution for the winding-up of the other
                Party or any company controlling the other Party, otherwise
                than for the purpose of a reconstruction or amalgamation
                without insolvency; or

          (v)   a third party acquires directly or indirectly, 50% or more of
                the outstanding stocks, shares and/or capital of the other
                Party or acquires management control of the other Party,
                otherwise than for the purposes of insolvency. Notwithstanding
                the foregoing, any increase or decrease of Chartered's
                shareholding in either SMP or CSP shall not amount to an event
                of default under this Clause 11.1(d)(v).

11.2 Termination of this Agreement pursuant to Clause 11.1 shall take effect
     immediately upon the issue of a written notice to that effect by the Party
     terminating the Agreement to the others. The termination of this Agreement

                                       11

<PAGE>   14
     however caused shall be without prejudice to any obligations or rights of
     either Party which have accrued prior to such termination and shall not
     affect any provision of this Agreement which is expressly or by implication
     provided to come into effect or to continue in effect after such
     termination.

12.  FORCE MAJEURE

12.1 Each Party shall not be liable for delays in delivery or failure to perform
     its obligations under this Agreement due to a force majeure event affecting
     such Party or Subcontractor, such as act of God, flood, earthquake, fire,
     explosion, interruption or defect in the supply of electricity or water,
     act of government, war, civil commotion, insurrection, embargo, riots,
     lockouts, inability to obtain raw materials, or labour disputes of non
     Foundry work force. Upon the occurrence of a force majeure event, the
     affected Party shall notify the other Party in writing of the same and
     shall by written notice after the cessation of such force majeure event
     inform the other Party of the date on which that Party's obligation under
     this Agreement shall be reinstated.

12.2 Upon the occurrence of a force majeure event affecting either Party, the
     Scheduled Availability Date shall be deemed extended for a period equal to
     the time lost by such Party by reason of the force majeure event also the
     relevant Monthly Average Commitment undeliverable shall be deducted from
     the Foundry Supply Commitment. If such force majeure event continues for a
     period exceeding 6 consecutive months without a prospect of a cure of such
     event, the other Party shall have the option, in its sole discretion, to
     terminate this Agreement. Such termination shall take effect immediately
     upon the written notice to that effect from the other Party to the Party
     affected by the force majeure event.

13.  USE RESTRICTION AND LIMITATION OF LIABILITY

13.1 Customer accepts all responsibility for any use or action taken by Customer
     with respect to Products manufactured by Foundry, once Foundry has
     satisfactorily delivered the said Products to Customer or Customer's
     agent(s) in Singapore in accordance with the terms of this Agreement.

13.2 CUSTOMER HEREBY AGREES THAT THE PRODUCTS ARE NOT AUTHORIZED FOR USE AS
     CRITICAL OR IMPORTANT COMPONENTS IN (A) ANY MEDICAL, LIFE SAVING OR LIFE
     SUPPORT DEVICES OR SYSTEMS, OR (B) ANY SAFETY DEVICES OR SYSTEMS IN ANY
     AUTOMOTIVE APPLICATIONS AND MECHANISMS (INCLUDING BUT NOT LIMITED TO
     AUTOMOTIVE BRAKE SYSTEMS OR AIRBAG SYSTEMS). FOUNDRY SHALL NOT BE
     RESPONSIBLE OR LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY UNAUTHORIZED
     USE OF THE PRODUCTS, AS USED HEREIN:


                                       12

<PAGE>   15
     (i)  MEDICAL, LIFE SAVING OR LIFE SUPPORT DEVICES OR SYSTEMS ARE DEVICES OR
          SYSTEMS WHICH ARE INTENDED (AA) FOR SURGICAL IMPLANT INTO THE HUMAN
          BODY, OR (BB) TO SUPPORT OR SUSTAIN LIFE, AND WHOSE MALFUNCTION OR
          FAILURE TO PERFORM MAY RESULT IN SIGNIFICANT INJURY OR DEATH TO THE
          USER.

     (ii) A CRITICAL OR IMPORTANT COMPONENT IS ANY COMPONENT OF A MEDICAL, LIFE
          SAVING, LIFE SUPPORT OR SAFETY DEVICE OR SYSTEM WHOSE MALFUNCTION OR
          FAILURE TO PERFORM MAY CAUSE THE FAILURE OF SUCH DEVICE OR SYSTEM, OR
          TO AFFECT ITS EFFECTIVENESS. IF CUSTOMER SHOULD USE THE PRODUCTS IN OR
          UNDER ANY OF THE ABOVE CIRCUMSTANCES CUSTOMER WILL INDEMNIFY FOUNDRY
          AGAINST ANY AND ALL ACTIONS ARISING FROM THE USE OF THE PRODUCTS.

13.3 THE TOTAL LIABILITY OF FOUNDRY ON ALL CLAIMS OF ANY KIND, WHETHER IN
     CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE
     ARISING OUT OF THE PERFORMANCE OR BREACH OF THIS AGREEMENT OR USE OF THE
     PRODUCTS SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY FOUNDRY FROM
     CUSTOMER IN RESPECT OF THE SALE OF THE PRODUCTS WHICH GIVES RISE TO THE
     CLAIM.

13.4 In no event shall either Party be liable to the other for any damages with
     respect to any subject matter of this Agreement under any contract, tort
     (including negligence), strict liability or other legal or equitable theory
     for any incidental, consequential, special or indirect damages of any sort
     even if such Party has been informed of the possibility of such damages.

14.  CONFIDENTIALITY

14.1 All Confidential Information shall be kept confidential by the recipient
     unless or until the recipient Party can reasonably demonstrate that any
     such Confidential Information is, or part of it is, in the public domain
     through no fault of its own, whereupon to the extent that it is in the
     public domain or is required to be disclosed by law this obligation shall
     cease. For the purposes of this Agreement, 'Confidential Information' shall
     mean all communications between the Parties, and all information and other
     materials supplied to or received by either of them from the other (a)
     prior to or on the date of this Agreement whether or not marked
     confidential; (b) after the date of this Agreement which is marked
     confidential with an appropriate legend, marking, stamp or other obvious
     written identification by the disclosing Party, and (c) all information
     concerning the business transactions and the financial arrangements of the
     Parties with any person with whom any of them is in a confidential
     relationship with regard to the matter in question coming to the knowledge
     of the recipient.



                                       13
<PAGE>   16


14.2 The Parties shall take all reasonable steps to minimise the risk of
     disclosure or Confidential Information, by ensuring that only they
     themselves and such of their employees, directors and Foundry's
     subcontractors whose duties will require them to possess any of such
     information shall have access thereto, and will be instructed to treat the
     same as confidential.

14.3 The obligation contained in this Clause 14 shall survive the termination
     of this Agreement for a period of 5 years thereafter.


15.  NOTICES

15.1 Addresses

     All notices, demands or other communications required or permitted to be
     given or made under or in connection with this Agreement shall be in
     writing and shall be sufficiently given or made (a) if delivered by hand
     or commercial courier or (b) sent by pre-paid registered post or (c) sent
     by legible facsimile transmission (provided that the receipt of such
     facsimile transmission is confirmed and a copy thereof is sent immediately
     thereafter by pre-paid registered post or commercial courier) addressed to
     the intended recipient at its address or facsimile number set out below. A
     Party may from time to time notify the others of its change of address or
     facsimile number in accordance with this Clause 15.

     Foundry

     60 Woodlands Industrial Park D
     Street 2
     Singapore 738406
     Facsimile no: (65) 362 2909
     Attention: The Legal Department

     Customer

     Neue Strass 95,
     73230 Kirchheim u. Teck-Nabern
     Germany
     Facsimile no: 49-7021-941410
     Attention: Gary Duncan, Vice President Operations

15.2 Deemed Delivery

     Any such notice, demand or communication shall be deemed to have been duly
     served (a) at the time of delivery - if delivered by hand or commercial
     courier, or sent by pre-paid registered post; or (b) at the time of
     dispatch - if made by successfully transmitted facsimile transmission,
     (provided that the receipt of such facsimile transmission is confirmed and
     that immediately after such dispatch, a copy thereof is sent by pre-paid
     registered post or commercial courier).

                                       14

<PAGE>   17


16.  WAIVER AND REMEDIES

16.1 No delay or neglect on the part of either Party in enforcing against the
     other Party any term or condition of this Agreement or in exercising any
     right or remedy under this Agreement shall either be or be deemed to be a
     waiver or in any way prejudice any right or remedy of that Party under
     this Agreement.

16.2 No remedy conferred by any of the provisions of this Agreement is intended
     to be exclusive of any other remedy which is otherwise available at law,
     in equity, by statute or otherwise and each and every other remedy shall
     be cumulative and shall be in addition to every other remedy given
     hereunder or now or hereafter existing at law, in equity, by statute or
     otherwise. The election of any one or more of such remedies by either of
     the Parties shall not constitute a waiver by such Party of the right to
     pursue any other available remedy.


17.  SEVERANCE

17.1 If any provision or party of this Agreement is rendered void, illegal or
     unenforceable in any respect under any enactment or rule of law, the
     validity, legality and enforceability of the remaining provisions shall
     not in any way be affected or impaired thereby.


18.  ENTIRE AGREEMENT

18.1 This Agreement and the Appendices constitutes the entire agreement between
     Foundry and Customer and shall supersede all previous agreements and
     undertakings between Parties with respect to the subject matter hereof.

18.2 The following Appendices are hereby deemed a part of this Agreement and
     incorporated herein by reference. The term "Agreement" includes the
     following Appendices:-

     Appendices A   Price Agreements
     Appendices B   Qualification of process and product and Electrical Test
                    and Electrical Parameters
     Appendices C   Acceptance Criteria
     Appendices D   Foundry Change Request Procedure
     Appendices E   Process Change Requests
     Appendices F   Specifications Relating to the Wafer Sort,
                    Assembly and/or Final Test of Products
     Appendices G   Procedure for Customer Returns
     Appendices H   Cancellation Fee
     Appendices I   Purchase and Capacity Commitment


                                       15

<PAGE>   18

18.3 Customer acknowledges that Foundry's procedures and specifications set
     out in the Appendices may be amended by Foundry from time to time, and
     Customer consents to the notification by Foundry of such amendments through
     Foundry's Customer On Line Access System ("COLAS").

18.4 The terms and conditions of the Price Agreements and this Agreement shall
     exclusively govern the purchase and supply of Products and shall override
     any conflicting, amending and/or additional terms contained on Customer's
     purchase order and/or acceptance documents which have been or may hereafter
     be issued by Customer. Furthermore, in the event of any conflict or
     inconsistency between the terms of this Agreement and a Price Agreement,
     the terms of the Price Agreement shall prevail.

19.  NO ASSIGNMENT OR SUB-CONTRACTING

     Unless otherwise agreed in writing by the Parties, this Agreement may not
     be assigned or sub-contracted by either Party to any third party without
     the prior written consent of the other Party.

20.  GOVERNING LAW AND ARBITRATION

20.1 This Agreement shall be governed by and construed in accordance with the
     substantive laws of Singapore. The Parties hereby irrevocably submit to the
     non-exclusive jurisdiction of the courts of Singapore.

20.2 The Parties hereby specifically exclude the application of the United
     Nations Convention on Contracts for the International Sale of Goods to this
     Agreement.

20.3 Each party will make best efforts to resolve amicably any disputes or
     claims under this Agreement among the Parties. In the event that a
     resolution is not reached among the Parties within thirty (30) days after
     written notice by any Party of the dispute or claim, the dispute or claim
     shall be finally settled by binding arbitration of the International
     Chamber of Commerce in the Hague by three (3) arbitrators appointed in
     accordance with such rules. The arbitration proceeding shall be conducted
     in English.


                                       16
<PAGE>   19

IN WITNESS WHEREOF the Parties have hereunto entered into this Agreement as at
the date first above written.



Roland Pudelko  30/6/00
-----------------------
Name:  Roland Pudelko
Title: President & Managing Director
for and on behalf of
DIALOG SEMICONDUCTOR GMBH




Robert Baxter  19/5/00
----------------------
Name: Robert Baxter
Authorized Signatory
for and on behalf of
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
SILICON MANUFACTURING PARTNERS PTE LTD
CHARTERED SILICON PARTNERS PTE LTD


                                       17
<PAGE>   20


                                   APPENDIX A
                               (Ref: Clause 6.1)


                                PRICE AGREEMENTS

1.1  The prices to be charged for all Products manufactured for Customer under
     this Agreement shall be separately negotiated by the Parties and set out
     in one or more written Price Agreement agreed to by the Parties in
     writing. Each Price Agreement shall be valid only for the period specified
     therein.

1.2  Notwithstanding the generality of Clause 1.1 of this Appendix A, the
     Parties have agreed to the following prices for the calendar years 2000
     and 2001:

*

     *

1.3  If the parties are unable to agree on a new price for future periods, even
     after non binding arbitration, then prices in Clause 1.2 shall be used or
     the agreement may be terminated in accordance with section 11.

1.4  Die Pricing

     During the term of the contract products may be supplied from Foundry
     under die pricing. The die price of each product shall be assessed
     individually and attached hereunder.

     Die pricing of device * shall be allowed on the following basis.

*

     *

     Both parties agree to provide the required engineering support to improve
     wafer yield for die based products.


                                       18


<PAGE>   21


                                   APPENDIX B
                             (Ref: Clause 3.1, 3.2)


            QUALIFICATION OF PROCESS AND PRODUCT AND ELECTRICAL TEST
                           AND ELECTRICAL PARAMETERS

The Foundry specifications set out in the following documents are deemed a part
of and are incorporated into this Agreement by reference:


*


                                       *

The agreed Electrical Test and Electrical Parameters for each Customer Device
shall be based on the relevant Foundry process which has been qualified, as
evidenced by a Release to Customer Production document issued by Foundry.


                                       19


<PAGE>   22


                                   APPENDIX C
                            (Ref: Clauses 3.3, 7.1)


                              ACCEPTANCE CRITERIA

The Acceptance Criteria for each Customer Device shall comprise the following:-

A.   Electrical Test based on the relevant Foundry process which has been
     qualified, as evidenced by a Release to Customer Production document
     issued by Foundry; and

B.   The Wafer Quality and Reliability Criteria set out in this Appendix C.

                                       *


                                       20

<PAGE>   23


                                   APPENDIX D
                               (Ref: Clause 3.6)


                        FOUNDRY CHANGE REQUEST PROCEDURE

The following Foundry procedures shall apply. All manufacturing processes and
materials shall be subject to change by Foundry in accordance with the Change
Request Procedure set out in this Appendix D.

                                       *



                                       21

<PAGE>   24


                                   APPENDIX E
                               (Ref: Clause 3.5)


                            PROCESS CHANGE REQUESTS

The Foundry specifications set out in the following documents are deemed a part
of and are incorporated into this Agreement by reference:

                                       *


                                       22

<PAGE>   25


                                   APPENDIX F
                               (Ref: Clause 7.1)


              SPECIFICATIONS RELATING TO THE WAFER SORT, ASSEMBLY
                         AND/OR FINAL TEST OF PRODUCTS


                                       *


Such other specifications and procedures that may be specified by Subcontractor
from time to time.


                                       23

<PAGE>   26


                                   APPENDIX G
                               (Ref: Clause 8.1)


                         PROCEDURE FOR CUSTOMER RETURNS

The Foundry specifications set out in the following documents are deemed a part
of and are incorporated into this Agreement by reference:

<TABLE>
<CAPTION>
FOUNDRY        DOCUMENT NO.        DOCUMENT TITLE
-------        ------------        --------------
<S>            <C>                 <C>
Chartered      QX-038              Procedure for Customer Returns
SMP            SM-QX-0103          (includes amendments thereto)
CSP            QX-038
</TABLE>



                                       24


<PAGE>   27

                                   APPENDIX H
                               (Ref: Clause 9.3)

                                CANCELLATION FEE

The Cancellation Fee payable by Customer upon cancellation of delivery of each
Product in a purchase order will be the sum of:-

(A)       *





or

(B)       *



and

(C)       *




                                       25
<PAGE>   28
                                   APPENDIX I
                               (Ref: Clause 4.4)

                        PURCHASE AND CAPACITY COMMITMENT

1.   Foundry Supply Commitment

1.1    *






1.2  The Foundry Supply Commitment is subject to the timely delivery,
     installation and qualification of manufacturing equipment in each
     respective Foundry's fab, as well as the availability of sort, assembly or
     final test capacity at Subcontractor's facilities. Notwithstanding anything
     in Clause 1.1 of this Appendix, in the event of any such delays in the
     delivery, installation and/or qualification of manufacturing equipment or
     delays due to the non-availability of sort, assembly or final test capacity
     at Subcontractor's facility, Foundry shall be entitled to adjust and amend
     the Foundry Supply Commitment.


                                       26


<PAGE>   29
1.3  The Monthly Average Commitment shall mean the monthly average of the
     Foundry Supply Commitment as set out in Clause 1.1 or as determined
     pursuant to Clause 1.3 above.

1.4  *





1.5  Parties may, from time to time, mutually agree to adjust the technology mix
     of the Foundry Supply Commitment to cater for the advanced technology
     requirements of Customer.

1.6  Foundry reserves the right to terminate a manufacturing process in
     accordance with Foundry's Process Technology End of Life procedure
     (BX-021).

2.

2.1  *



2.2  *



2.3  After 31 December 2003, Customer shall have the option of either:-

     *




                                       27
<PAGE>   30


     *

2.4  In the event of any earlier termination of this Agreement (in accordance
     with Clause 11 of this Agreement) or of this Appendix I (in accordance
     with Clause 6.1 of this Appendix), Foundry shall return to Customer such
     amount of the Deposit that is remaining with Foundry within ninety (90)
     days after the date of such termination, without interest thereon.

2.5  *

2.6  All portions of the Deposit returned by Foundry to Customer pursuant to
     this Agreement shall be without interest and are subject to any deductions
     made by Foundry pursuant to the terms of this Agreement.

2.7  In the event Customer desires to vary the business arrangement regarding
     the Deposit, the Parties agree to discuss such arrangements in good faith.
     Amendments and variations, if any, to this Agreement shall be made only
     by the mutual agreement of the Parties in writing.


3.   Base Loading Commitment

3.1  Except for the First BLC (as defined in Clause 3.4 of this Appendix I), on
     or prior to 1 April and 1 October of each calendar year, the Parties will
     mutually agree in writing on a base loading commitment ("BLC") for the
     calendar year half (ie. 6 months) immediately following.

3.2  Each BLC shall set out Customer's monthly loading commitment for the
     6-month period, including the technology mix ("Customer Loading


                                       28


<PAGE>   31


     Commitment"). Foundry may, but shall not be obliged to, agree to a BLC in
     which:-

     *

3.3  In the event the Parties are unable to agree on the quantities and/or
     technology mix of Wafers for any Customer Loading Commitment in a BLC, the
     Foundry Supply Commitment for the corresponding 2 quarters set out in
     Clause 1.1 above shall apply by default and form the BLC for that period.

3.4  As at the date of this Agreement, the Parties have mutually agreed in
     writing on the first BLC setting out the Customer Loading Commitment for
     each month following the date of this Agreement until July 2000 (instead
     of a calendar year half) ("First BLC"). All other terms and conditions
     applicable to BLCs as set out in this Appendix shall apply to the First
     BLC.


4.   Customer Loading Commitment

4.1  The quantity of Wafers which are shipped in a month by Foundry to Customer
     pursuant to purchase orders placed by Customer with Foundry shall be known
     as the "Customer Actual Loading".

4.2  Customer undertakes to ensure that, without prior written approval from
     Foundry,:-

                                       *


                                       29

<PAGE>   32


                                       *

4.3  Foundry shall not be obliged to acknowledge or accept any purchase order
     from Customer which does not comply with either or both restrictions set
     out in Clause 4.2 of this Appendix.


5.   *

                                       30


<PAGE>   33


     where

     *

5.4  The SSF is payable by Foundry within * days after the end of the quarter
     in which the SSF was incurred.


6.   Termination of Appendix

6.1  This Appendix shall commence on the Effective Date and shall expire on 31
     December 2003, unless earlier terminated or extended by the mutual
     agreement of the Parties.


                                       31