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                                                                    EXHIBIT 4.11

     THIS AGREEMENT is made the 24th day of November One Thousand Nine Hundred
and Ninety-Nine (1999) Between

CHARTERED SILICON PARTNERS PTE LTD, a company incorporated in the Republic
of Singapore and having its registered office at 60 Woodlands Industrial Park D,
Street 2 Singapore 738406 (hereinafter called "the Company") of the one part;
And

ECONOMIC DEVELOPMENT BOARD, a Corporate Body established in the Republic of
Singapore by The Economic Development Board Act (Cap. 85) of 250, North Bridge
Road, #24-00 Raffles City Tower Singapore 179101 (hereinafter called "the
Board") of the other part.

WHEREAS:

(1)  The Company has applied to the Board for a term loan up to a maximum
     aggregate principal amount of Singapore Dollars Four Hundred and Fifty
     Million (S$450,000,000.00) under the Capital Assistance Scheme of the
     Board, hereinafter known as the Principal Amount.

(2)  The Board is willing to grant the term loan to the Company, upon the terms
     and subject to the conditions hereinafter set forth.


NOW THIS AGREEMENT WITNESSETH AS FOLLOWS:-

1.   DEFINITIONS

1.1  In this Agreement, unless the context otherwise requires, the following
     words or expressions shall have the following meanings respectively:-

     (a)  "Business Day" means a day on which banks in Singapore are open for
          business excluding Saturday and Sunday.

     (b)  "Day" means a calendar day.

     (c)  "Dollars" and the sign "$" respectively mean the lawful currency of
          the Republic of Singapore.

     (d)  "Drawing" means any, each or all (as the context may require) of the
          drawings made by the Company under the Term Loan and includes the
          First Drawing as defined hereof.

     (e)  "Event of Default" and " Events of Default" mean any, each or all (as
          the context may require) of the Events of Default described in Clause
          15 hereof.

     (f)  "First Drawing" means the first of the drawings made by the Company
          under the Term Loan.

     (g)  "Fixed Productive Assets" means the equipment for the wafer
          fabrication of semiconductor devices at a facility established in
          Woodlands in Singapore for the CSP semiconductor fabrication project.

     (h)  "Guarantee" means each of the bank Guarantees issued or to be issued
          severally by banks acceptable to the Board at the request of the
          Company and duly executed under seal or signed by the said banks'
          authorised signatories, in favour of the Board and in the form and
          substance acceptable to the Board.

     (i)  "Interest Rate" means the rates of interest determined in accordance
          with Clause 7.2 hereof.
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     (j)  "Interest Payment Dates" means the day falling on the first Business
          Day of March or the first Business Day of September as the case may be
          and the first Interest Payment Date shall be the payment date (either
          1st March or 1st September) falling more than 90 days from the date of
          the first drawdown.

     (k)  "Interest Period" means the period or periods determined as follows:-

          (i)   the Interest Period in relation to the First Drawing shall begin
                on the date on which that Drawing is made hereunder and shall
                end on the first Interest Payment Date;

          (ii)  the Interest Period in respect of any subsequent Drawing shall
                begin on the date on which the relevant subsequent Drawing is
                made and shall end on the Interest Payment Date falling
                immediately thereafter;

          (iii) each successive Interest Period shall begin on the last Interest
                Payment Date and shall end on the Interest Payment Date falling
                six (6) months immediately following;

          (iv)  if any Interest Period would otherwise end on a day which is not
                a Business Day that Interest Period shall be extended to the
                next succeeding day which is a Business Day;

          (v)   if any Interest Period is extended by the application of (iv)
                above, the following Interest Period shall (without prejudice to
                the application of (iv) above) end on the day on which it would
                have ended if the preceding Interest Period had not been so
                extended; and

          (vi)  any amount to be repaid under clause 8 shall have a final
                Interest Period expiring on the relevant Repayment Date.

     (l)  "Minimum Prepayment" means (a) in relation to a Drawing having a
          principal amount equal to S$100,000,000.00 or higher, S$5,000,000.00
          (b) in relation to a Drawing having a principal amount of not less
          than S$10,000,000.00 but not more than S$100,000,000.00,
          S$2,000,000.00; and (c) in relation to a Drawing having a principal
          amount of less than S$10,000,000.00, S$500,000.00.

     (m)  "Month" means a calendar month.

     (n)  "person" shall include a company, body of persons, association or body
          corporate or unincorporated.

     (o)  "Repayment Dates" means the first Day of March and the first Day of
          September of each year.

     (p)  "Term Loan" means the loan facility in the aggregate amount of
          Singapore Dollars Four Hundred and Fifty Million (S$450,000,000.00) to
          be made available to the Company by the Board in accordance with the
          terms and conditions set out in this Agreement and shall also be
          deemed to include the whole or any part thereof.

     (q)  "Year" means a calendar year.

1.2  Unless the context otherwise requires, words importing the singular number
     include the plural number and vice versa.
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1.3  The words "hereof", "herein", "hereon" and "hereunder" and words of similar
     import, when used in this Agreement, refer to this Agreement as a whole and
     not to any particular provision of this Agreement.

1.4  The headings to the Clauses hereof shall not be deemed to be a part thereof
     or be taken in consideration in the interpretation or construction thereof
     or of this Agreement.

1.5  References herein to Clauses are references to Clauses of this Agreement.


2.   TERM LOAN

     Subject to the provisions of this Agreement and in particular those of
     Clause 3 hereof, the Board will make available to the Company the Term Loan
     at the times and in the manner as hereinafter provided. The Term Loan shall
     be for a period of Eight (8) years, inclusive of a three(3) year grace
     period for repayment of the Term Loan as provided in Clause 8 herein.


3.   CONDITIONS PRECEDENT AND AVAILABILITY

     The right of the Company to make any Drawing or Drawings under the Term
     Loan, and the obligations of the Board to make available the same shall be
     subject to the following conditions precedent, that is to say:-

     (a)  There shall not exist at or prior to any Drawing, any Event of Default
          or any condition, event or act which, with the giving of notice or
          lapse of time, or both, would constitute such an Event of Default.

     (b)  All representations, warranties and statements contained herein, or
          otherwise made in writing in connection herewith or in any certificate
          or statement furnished pursuant to any provision of this Agreement or
          in any document referred to herein made by the Company shall be true
          and correct with the same effect as though made on the date on which
          the Drawing is to be made.

     (c)  The Board shall have received, in form and substance satisfactory to
          the Board, the following:-

          (i)   A copy of the Memorandum and Articles of Association of the
                Company duly certified by a Director and the Secretary of the
                Company to be a true copy thereof;

          (ii)  A copy, certified by a Director and Secretary of the Company, of
                the resolution of the Board of Directors of the Company, which
                is in full force and effect, approving the terms and conditions
                contained in this Agreement and authorising a person or persons
                to sign this Agreement and any other document to be given to the
                Board from time to time by the Company;

          (iii) Specimen signatures of the persons authorised to sign this
                Agreement on behalf of the Company, and to sign the notices of
                Drawing and any other document to be given from time to time by
                the Company, such specimens to be certified by a Director or the
                Secretary of the Company to be the true signatures of such
                persons respectively; and

          (iv)  The Guarantee(s) relating to the particular Drawing to be made
                and duly executed.

     (d)  All acts, conditions and things required to be done and performed and
          to have happened precedent to the execution and delivery of this
          Agreement and the Guarantee(s) and to constitute this Agreement and
          the
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            Guarantee(s) legal, valid and binding obligations enforceable in
            accordance with their respective terms, shall have been done and
            performed and have happened in compliance with all applicable laws.

     (e)    There is no breach by the Company of any of the terms, conditions
            and undertakings herein contained.


4.   PURPOSE OF THE TERM LOAN

4.1  Subject to the terms and conditions herein contained and in particular to
     those of Clause 3, the Term Loan will be made available by the Board to the
     Company for financing the purchase of Fixed Productive Assets. Under this
     Agreement, the Company shall be required to invest a minimum of Singapore
     Dollars One Thousand Five Hundred Million (S$1,500,000,000) cumulatively in
     Fixed Productive Assets (excluding land) by 31 December 2003.

4.2  Upon advance of a Drawing under Clause 5, the Company shall apply all the
     proceeds thereof for the purposes described in Clause 4.1 above and for no
     other purpose whatsoever.


5.   DRAWINGS OF TERM LOAN

5.1  Subject to the terms and conditions of this Agreement and in particular to
     all the conditions of Clause 3 being complied with the Board will make
     available drawings under the Term Loan in accordance with a disbursement
     schedule submitted by the Company and approved by the Board at least 45
     days before the First Drawing of the Term Loan.

5.2  The Company shall give notice of Drawing to the Board not later than thirty
     (30) Business Days prior to the intended date of Drawing and each notice of
     Drawing shall be substantially in the form set out in the Appendix I hereto
     and shall:-

     (i)    state the date (which must be a Business Day) and the amount of
            the proposed Drawing;

     (ii)   be irrevocable;

     (iii)  commit the Company to borrow the amount and on the date stated; and

     (iv)   constitute a representation and warranty that at the date
            thereof the warranties and representations set out in Clause 12
            are true and no Event of Default and no event or act which with
            the giving of notice or lapse of time or both would constitute
            such an Event of Default has occurred.

5.3  The First Drawing shall be made not later than 30 June 2000 or such other
     later date as may be approved by the Chairman of the Board or his lawful
     representative.

5.4  (a)    The Company shall have the option to request the Board to advance
            the amount of a Drawing provided that written notice is given by the
            Company to the Board indicating the amount to be advanced, not later
            than fourteen (14) Business Days prior to the intended date of
            Drawing;

     (b)    The written notice to be furnished in clause 5.4(a) hereabove shall
            include documentary proof pertaining to the order, lease or purchase
            of approved Productive Fixed Assets equivalent to the amount
            requested in advance.

     (c)    In respect of any monies advanced under this clause, the Company
            shall, without demand, produce to the Board, within sixty-five (65)
            Days of the date of the Drawing, all documentary proof showing that
            the Company has fully utilise the said Drawing for the
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          payment of approved Productive Fixed Assets, and that such payment was
          made within 60 Days after advance of the said Drawing.

     (d)  Any amount advanced under a Drawing that is in excess of the aggregate
          amount actually paid by the Company in respect of approved Productive
          Fixed Assets at the expiry of 60 days after Drawing (the "Excess
          Amount") shall be subject to interest. Interest to be applied on the
          Excess Amount shall be at the rate of three per cent (3%) per annum
          above the average prevailing prime lending rate as reported by the
          Monetary Authority of Singapore from the date of the relevant Drawing
          to the date that the Excess Amount is eventually paid by the Company
          for approved Productive Fixed Assets

5.5  The amount of each Drawing shall not exceed S$200,000,000.00 at any one
     time.


6.   AVAILABILITY OF TERM LOAN

     The Term Loan shall be available for Drawing for a period of eighteen (18)
     Months from the date of the First Drawing, after which date any part of the
     Term Loan not drawn shall be cancelled. The First Drawing must be made not
     later than 30 June 2000.


7.   INTEREST

7.1  The Company shall pay to the Board on each Interest Payment Date interest
     in arrears on the amounts drawn and outstanding under the Term Loan from
     time to time in respect of each Interest Period relating thereto determined
     in accordance with clause 1.1(k) and at the Interest Rate determined in
     accordance with sub-clause 7.2 hereof.

7.2  Interest will be charged by the Board at the rate of four and one quarter
     per cent (4 1/4%) per annum (the "Interest Rate") and shall be payable in
     arrears at six-monthly intervals, the first payment to be made on the
     Interest Payment Date as defined in Clause 1.1 (j) hereof.

7.3  The amount of interest payable on the drawings under the Term Loan from
     time to time owing and outstanding shall be calculated at the Interest Rate
     on the basis of a year of three hundred and sixty-five (365) Days for the
     actual number of Days elapsed.

7.4  The certificate of the Board in writing as to the determination of the
     amount of interest payable on each Interest Payment Date shall be
     conclusive and binding upon the parties hereto, save for manifest error.

7.5  The Company recognises and accepts that it is commercial practice for
     interest on amounts in default to be charged and that the rate of interest
     to be applied by the Board on the amounts in default shall be three per
     cent (3%) per annum above the average prevailing prime interest rate as
     reported by the Monetary Authority of Singapore compounded on a monthly
     basis, which will represent a genuine estimate of the damage the Board
     would suffer in the event of a failure by the Company in the payment on the
     due date of any principal and/or interest on the amounts due and payable to
     the Board.


8.   REPAYMENT OF THE TERM LOAN

8.1  The Company shall repay the principal of the amounts drawn under the Term
     Loan in 11 equal consecutive six-monthly instalments on the Repayment
     Dates. The first of such instalments shall be paid on the first Repayment
     Date following three (3) Years from the date of the First Drawing of the
     Term Loan or such other later date as the Board may determine in its
     absolute discretion.
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8.2  The Board shall only on request by the Banks or the Company, confirm the
     receipt of any repayment and that such confirmation shall not be
     unreasonably withheld.


9.   PAYMENT PROVISIONS

9.1  All payments to be made by the Company under this Agreement shall be made
     not later than 11 a.m. (Singapore time) on the relevant day to the Board at
     its address described above or at such other address as the Board may from
     time to time designate by notice in writing to the Company not less than
     ten (10) Business Days prior to the date of any such payment hereunder.

9.2  If any sum becomes due for payment under this Agreement on a day that is
     not a Business Day, such payment shall be made on the next succeeding
     Business Day and all calculation of interest shall be adjusted accordingly.


10.  PREPAYMENT

10.1 The Company may prepay the entire Term Loan or any part of the Term Loan
     which is the Minimum Prepayment amount, before maturity on paying accrued
     interest on the amount prepaid and a prepayment fee amounting to 0.125 per
     cent of the amount prepaid and any other sum due under this Agreement.

10.2 The Company shall give the Board seven (7) Days' prior written notice of
     the intention to prepay any amount described in Clause 10.1.

10.3 In the event the Company is required to prepay the principal sum owing
     under the Term Loan pursuant to Clause 15.2 (a) hereof the Company shall
     pay to the Board the fee at the rate described In Clause 10.1 above on the
     principal sum owing.


11.  SECURITY

     Prior to each Drawing of the Term Loan, the Company shall procure the
     requisite Guarantee(s) to be given in favour of the Board


12.  WARRANTIES AND REPRESENTATIONS

12.1 The Company hereby warrants and represents to the Board as follows:-

     (a)  that it is lawfully incorporated, validly existing and in good
          standing under the laws of the Republic of Singapore;

     (b)  that it has the corporate power and authority to carry on the business
          as now being conducted;

     (c)  that it has the corporate power to execute and perform be this
          Agreement and to borrow hereunder;

     (d)  that the execution, delivery and performance of this Agreement and the
          borrowings hereunder have been duly authorised by all requisite
          corporate action and will not violate any provision of any agreement
          or other instrument to which the Company is a party;

     (e)  that its latest balance sheet and financial statements submitted to
          the Board are correct and complete and accurately represent the
          financial condition of the Company on the date thereof and the results
          of its operation for the period then ended and each such
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          balance sheet shows all known present and future liabilities, direct
          or contingent, of the Company as of the date thereof and each
          financial statement referred to herein was prepared in accordance with
          generally accepted accounting principles;

     (f)  save as disclosed in writing to the Board there has been no material
          adverse change in the business activities, operations or financial
          condition of the company since the date of the latest financial
          statements referred to in sub-paragraph (e) above;

     (g)  save as otherwise disclosed to the Board, there are no actions, suits
          or proceedings pending or, to the knowledge of the Company, threatened
          against the Company or its parent or any of its subsidiaries, at law
          or in equity (whether or not purportedly on behalf of the Company, its
          parent or any of its subsidiaries) before any court or competent body
          adjudicating such matters, which involve the possibility of any
          judgement or liability which may result in any material adverse change
          in the business, operations, properties or assets, or in the
          condition, financial or otherwise of the Company or its parent or any
          of its subsidiaries and adversely affect the Company's ability to make
          repayment of the Term Loan;

     (h)  that to the best of the knowledge of the Company no steps have been
          taken or are being taken to appoint a receiver and/or manager or
          judicial manager or liquidator or any other person over it or any of
          its assets or in any winding up action.

12.2 Each of the warranties and representations contained in the preceding
     sub-clause shall  survive  and  continue  to have full force and effect
     after the execution of this  Agreement  and that they will be true and
     correct and fully observed as though made on the date of Drawing or each
     Interest Payment Date with reference to the facts and circumstances then
     subsisting.


13.  AFFIRMATIVE UNDERTAKING

     The  Company hereby undertakes and agrees with the Board as follows:-

     (a)  that the Term Loan granted by the Board under the provisions of this
          Agreement and every part thereof shall be used solely for the purpose
          and in the manner herein before stipulated and not for any other
          purpose or manner save with the prior written consent of the Board.

     (b)  that it will carry on and conduct its business and affairs with due
          diligence and efficiency in accordance with sound technical financial
          industrial and managerial standards and practices including the
          maintenance of adequate records with qualified personnel and in
          accordance with its Memorandum and Articles of Association.

     (c)  that it will furnish and provide the Board with and permit the Board
          to obtain all such statements information explanation and data, except
          information of a confidential nature, as the Board may reasonably
          require, by prior written notice, regarding the affairs operations
          administration financial or other whatsoever state or condition of the
          Company or any of the matters in this Clause mentioned.

     (d)  that it will furnish to the Board particulars of any kind of immovable
          property hereafter acquired by the Company.

     (e)  that the Board shall have the right as it may reasonably request, by
          prior written notice, to inspect any land or premises where the
          Company carries on its business and inspect the same and all property
          and assets whatsoever therein or thereon and all accounts records and
          statements wherever the same may be situate and to make inventories
          and record thereof.
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     (f)  that it will supply to the Board certified copies of all resolutions
          passed which materially affect the financial state and condition of
          the Company at general and/or special meetings of the Company within
          seven (7) Days from the date of the passing of such resolutions.

     (g)  that it will deliver to the Board every year immediately after the
          issue of the audited accounts a copy of the Company's audited balance
          sheet and profit and loss accounts audited by a firm of auditors of
          international repute together with Auditors' and Directors' Reports
          and will also deliver to the Board copy of the annual return which the
          Company is required by law to file with the Registrar of Companies.

     (h)  that it shall punctually pay all rents rates assessments taxes and all
          outgoings payable in respect of any land/or premises belonging to the
          Company or at which it carries on business and obtain all necessary
          licences and comply with all laws regulations rules and orders
          relating to the carrying on of its business on such premises.

     (i)  that it will keep all its plant machinery equipment buildings
          constructions fixtures fittings implements and other effects in good
          and substantial repair and proper working condition to the
          satisfaction of the Board.

     (j)  that it shall not dismantle pull down or remove any part of the
          buildings fixtures plant machinery and equipment, except in cases
          where such dismantling pulling down or removal shall in the opinion of
          the Company be rendered necessary by reason of the same being obsolete
          worn out or damaged, in which case the Company shall give sufficient
          written notice to the Board and will replace such property by property
          of similar nature and value after giving intimation to the Board.

     (k)  that it shall give to the Board such written authorities or other
          directions and provide such facilities and access as the Board may
          require for the aforesaid inspection and shall pay all costs fees
          travelling and other out- of-pocket expenses whether legal or
          otherwise in respect of such inspection.

     (l)  that it shall continue with its best efforts to bring strategic equity
          shareholders into the Company with the prior approval of the Board.

     (m)  that insofar as may be necessary the Company shall amend its
          Memorandum and Articles of Association so as to enable it to observe
          and perform all the covenants undertakings terms stipulations
          conditions and other provisions of this Agreement.


14.  NEGATIVE UNDERTAKINGS

     The Company hereby undertakes and agrees with the Board that it shall not
     without the written consent of the Board, which consent shall not be
     unreasonably withheld:-

     (a)  embark on any new project or substantial expansion or diversification
          of its present business and operations, which are not related to its
          present business activities;

     (b)  invest its funds by way of deposits (other than deposits with banks
          licensed by the Monetary Authority of Singapore), loans, share capital
          or otherwise in any other concern or issue or give guarantee(s) for
          the account or on behalf of any person or otherwise become
          contingently liable for or in connection with any obligations or
          indebtedness of any person;

     (c)  effect any form of reconstruction including amalgamation with another
          company which will result in Chartered Semiconductor Manufacturing
          Limited holding less than 51% of the share capital of the Company;
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     (d)  create or permit to arise or subsist, any mortgage, charge (whether
          fixed or floating), pledge, lien or other encumbrances whatsoever
          (except those which have been specifically disclosed to and approved
          by the Board respectively) on any of its properties or assets, both
          present and future whatsoever and wheresoever situate;

     (e)  declare or pay any dividend or make any income or capital
          distribution, whether in cash or in specie, to its shareholders or any
          of them; or

     (f)  raise, borrow, take, make, issue or give, as the case may be, any
          loans, debentures, bonds or credits from or to any persons.


15.  EVENTS OF DEFAULT

15.1 If any one or more of the following Events of Default shall occur, that is
     to say:

     (a)  if the Company shall fail to pay or otherwise discharge when due any
          sums of money, whether principal, interest, fees or otherwise, payable
          under this Agreement;

     (b)  if the Company shall default in the payment of any principal or
          interest or any other obligation for borrowed money (whether or not to
          the Board) beyond any period of grace provided in respect thereof;

     (c)  if any representation or warranty made in or in pursuance of this
          Agreement or in any certificate, statement or other document delivered
          in connection with the execution and delivery hereof or in pursuance
          of this Agreement shall be or become incorrect in any material
          respect;

     (d)  if the Company defaults in the due performance of any undertaking,
          condition or obligation on its part to be performed and observed
          hereunder (other than the payment of any sum due hereunder) and such
          default (if capable of being rectified) shall not be rectified for a
          period of thirty (30) Days after the date of receipt by the Company of
          written notice of such default from the Board;

     (e)  if a petition is presented in any court of competent jurisdiction or a
          resolution is passed for the winding-up of the Company or its parent
          or for the filing or any application for placing the Company or its
          parent under judicial management or any similar or analogous
          proceedings are taken against any of them and are not withdrawn within
          thirty (30) Days after being presented;

     (f)  if any encumbrancer or lessor shall take possession or a receiver
          and/or manager, judicial manager, liquidator or other similar officer
          is appointed of the whole of the undertaking, property or assets, or
          any part thereof, of the Company or its parent;

     (g)  if a distress or execution is levied or enforced upon or sued out
          against any part of the property or assets of the Company and is not
          discharged within thirty (30) Days of being levied and the Board is of
          the reasonable opinion that such an event will be materially
          prejudicial to the interests of the Board;

     (h)  if a judgement or order is made against the Company and is not
          discharged within sixty (60) Days or if legal proceedings suits or
          actions of any kind whatsoever (whether criminal or civil) shall be
          instituted against the parent of the Company and the Board is in that
          case of the reasonable opinion that the said legal proceedings suits
          or actions will materially affect the Company's ability to perform and
          observe its obligations under this Agreement;

     (i)  if the Company becomes insolvent or is unable or deemed unable to pay
          its debts or admits in writing its inability to pay its debts, as they
          mature, or enters into composition, compromise or arrangement with its
          creditors or makes a general
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          assignment for the benefit of its creditors and the Board is of the
          opinion that any such event will be materially prejudicial to the
          interests of the Board;

     (j)  if a winding-up petition is presented by or against the guarantor(s)
          of any Guarantee(s) or analogous proceedings shall be taken by or
          against it and is not discharged within thirty (30) Days after being
          presented;

     (k)  if the Company ceases or threatens to cease to carry on its business
          and the Board is of the opinion that it will materially affect the
          ability of the Company to perform and observe its obligations under
          this Agreement;

     (l)  if any licence, consent or approval of any authority at any time
          necessary to enable the Company to comply with and perform its
          obligations under this Agreement to a material extent shall be
          revoked, withheld or materially modified or shall otherwise not be
          granted or fail to remain in full force and effect;

     (m)  if any of the consents, authorities, approvals, waivers or resolutions
          referred to in Clause 3 shall be modified in a manner unacceptable to
          the Board or shall be wholly or partly revoked, withdrawn, suspended
          or terminated or shall expire and not be renewed or shall otherwise
          fail to remain in full force and its effect and such circumstances are
          considered by the Board to be material;

     (n)  if without the prior written consent of the Board there is any change
          in the shareholding of the Company which will result in Chartered
          Semiconductor Manufacturing Ltd holding less than 51% of the share
          capital of the Company or if there is any change in the shareholding
          of its parent;

     (o)  if a situation shall have arisen, which shall make it improbable that
          the Company will be able to perform its obligations under this
          Agreement;

     (p)  if the Board determines in its absolute discretion that its interests
          under the Guarantee(s) is or are in jeopardy;

then and in any of such event, the Board may, by notice in writing to the
Company declare that an Event of Default has occurred and such declaration shall
be deemed to take effect from the date of such an Event of Default.

15.2 Upon the declaration by the Board that an Event of Default has occurred:-

     (a)  the whole of the principal sum drawndown and owing under the Term
          Loan, interest thereon and all other sums agreed to be paid under this
          Agreement shall immediately become due and payable without any demand
          or notice of any kind by the Board to the Company; and

     (b)  it shall be lawful for the Board to exercise all or any rights, powers
          or remedies under this Agreement, the Guarantee(s) given to the Board
          or any one or more of them.

15.3 In the event of an occurrence of an Event of Default before the Term Loan
     shall have been fully drawn or utilised hereunder, the Board's obligations
     hereunder shall automatically and forthwith cease.

15.4 After the declaration by the Board that an Event of Default has occurred,
     all moneys received or recovered by the Board (whether such moneys shall
     have been received or recovered as a result of or arising from its exercise
     of all or any rights, powers or remedies under this Agreement, the
     Guarantee(s) or any one or more of them or by way of a set-off or
     otherwise) shall be held by it and shall be applied as follows:-
<PAGE>   11
                                       11

     (a)  Firstly, in or towards payment of all costs charges and expenses, if
          any, incurred in enforcing this Agreement, the Guarantee(s) or any one
          or more of them.

     (b)  Secondly, in or towards payment to the Board of all moneys and
          liabilities for the time being due, owing or outstanding under this
          Agreement and where such moneys and liabilities are of a contingent
          nature, in or towards making full and adequate provisions for payment
          of such moneys and liabilities as and when they become due and
          payable; and

     (c)  Thirdly, any surplus shall be paid to the Company.


16.  NOTICES

16.1 Except as otherwise expressly provided herein, any notice, request, demand
     or other communication to be given or served hereunder by one of the
     parties hereto to or on the other or others may be delivered at or sent by
     prepaid registered post or by facsimile to the address or addresses herein
     specified of the other party or parties and shall be deemed to be duly
     served:

     (a)  if it is delivered, at the time of delivery,

     (b)  if it is sent by prepaid registered post, one (1) Day after posting
          thereof, or

     (c)  if it is sent by facsimile, immediately after transmission thereof, if
          the date of transmission is a Business Day, and if such a date is not
          a Business Day, then the notice by facsimile shall be deemed to be
          served on the next succeeding day which is a Business Day.

     Except as otherwise expressly provided herein, all notices, requests,
     demands or other communications which are required by this Agreement to be
     in writing may be made by facsimile.

16.2 For the purpose of this Clause 16 each of the parties hereto shall from
     time to time notify the other party in writing of an address in Singapore
     where such notice, request, demand or other communication as aforesaid can
     be given or served and such notification shall be effective only when it is
     actually received. In the absence of such notification, the notice,
     request, demand or other communication aforesaid may be given or served at
     the addresses of the respective parties as stated above.


17.  WAIVER NOT TO PREJUDICE RIGHT OF BOARD

     The Board may from time to time and at any time waive either
     unconditionally or on such terms and conditions as it may deem fit any
     breach by the Company of any of the undertakings stipulations terms and
     conditions herein contained and any modification thereof but without
     prejudice to its powers rights and remedies for enforcement thereof,
     provided always that:-

     (a)  no neglect or forbearance of the Board to require and enforce payment
          of any moneys hereunder or the performance and observance of any
          undertaking stipulation term or condition herein contained, nor any
          time which may be given to the Company shall in any way prejudice or
          affect any of the rights powers or remedies of the Board at any time
          afterwards to act strictly in accordance with the provisions hereof;

     (b)  no such waiver of any such breach as aforesaid shall prejudice the
          rights of the Board in respect of any other or subsequent breach of
          any of the undertakings stipulations terms or conditions aforesaid.
<PAGE>   12
                                       12

18.  INDULGENCE OF THE BOARD

     The liability of the Company hereunder shall not be impaired or discharged
     by reason of any time or other indulgence being granted by or with the
     consent of the Board to any person who or which may be in any way liable to
     pay any of the moneys secured hereby by any other security in favour of the
     Board or by reason of any arrangement being entered into or composition
     accepted by the Board which has the effect of modifying the operation of
     law or otherwise its rights and remedies under the provisions of this
     Agreement.


19.  SEVERABILITY

     In case any provision in this Agreement shall be, or at any time shall
     become invalid, illegal or unenforceable in any respect under any law, such
     invalidity, illegality or unenforceability shall not in any way affect or
     impair the other provisions of this Agreement but this Agreement shall be
     construed as if such invalid or illegal or unenforceable provision
     contained herein or therein did not form a part of this Agreement.


20.  GOVERNING LAW

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


21.  MISCELLANEOUS

21.1 All legal and other professional fees, out-of-pocket expenses, charges and
     expenses of and in connection with this Agreement shall be paid by the
     Company.

21.2 The Company shall further pay all legal fees as between solicitor and
     client and other costs and disbursements incurred in connection with or
     demanding and enforcing payment of moneys due under this Agreement and
     Guarantee(s) and otherwise howsoever in enforcing the performance of any
     other undertakings stipulations terms conditions or provisions of hereof
     and thereof.

21.3 A certificate signed by a duly authorised officer for the time being of the
     Board as to the amount of moneys and liabilities for the time being due to
     the Board or incurred by the Board under this Agreement and Guarantee(s)
     shall be conclusive and binding on the Company, save for any computation or
     clerical error.

21.4 This Agreement shall be binding upon the successors of the Company and
     shall inure to the benefit of the Board and its successors and assigns.

21.5 Any provision of this Agreement may be amended or supplemented only if the
     Board and the Company so agree in writing prior to such amendment and
     supplement.
<PAGE>   13
                                       13

IN WITNESS WHEREOF the parties hereto have hereunto affixed their respective
common seals.


The Common Seal of
CHARTERED SILICON PARTNERS PTE LTD
was hereunto  affixed in
the presence of:-



                                            /s/ Barry Waite
                                            -----------------------------------
                                            Name: Barry Waite
                                            Designation: Director



                                            /s/ Chua Su Li
                                            -----------------------------------
                                            Name: Chua Su Li (Mrs)
                                            Designation: Secretary


The Common Seal of the ECONOMIC
DEVELOPMENT BOARD was
hereunto affixed in the presence of:-



                                           /s/ Philip Yeo
                                           ------------------------------------
                                           Name: Philip Yeo
                                           Designation: Chairman



                                           /s/ Susan Wang
                                           ------------------------------------
                                           Name: Susan Wang
                                           Designation: Secretary
<PAGE>   14
                                       14

                                                                     APPENDIX I



ECONOMIC DEVELOPMENT BOARD
250 North Bridge Road
#24-00 Raffles City Tower
Singapore 179101

Dear Sirs,

NOTICE OF DRAWING
TERM LOAN OF  S$[          ]

Pursuant to Clause 5 of the EDB Loan Agreement dated      1999 in respect of the
above Term Loan we hereby give you notice for a Drawing of Dollars [           ]
[$       ] on            19

We confirm--

     (i)   that the conditions precedent under Clause 3 of the EDB Loan
           Agreement have been complied with in every respect;

     (ii)  that each of the representations and warranties contained in Clause
           12 of the EDB Loan Agreement are true and accurate in all respects as
           though made on the date of this Notice with reference to facts and
           circumstances presently subsisting and will be true and accurate in
           all respects on the date of the intended Drawing as though made on
           the date of the intended Drawing with reference to facts and
           circumstances then subsisting; and

     (iii) that as at the date hereof no Event of Default has occurred and no
           event has occurred which, with the giving of notice and/or the lapse
           of time and/or upon you making any necessary determination under
           Clause 15 of the EDB Loan Agreement, might constitute an Event of
           Default, and we undertake that no Event of Default and none of the
           events aforesaid will exist at the date of the intended Drawing.

In addition to the above documents kindly let us know if you require copies of
any opinion approval or other documents.

Dated this          day of         19


Yours faithfully


Director/Authorised Signatory