Globalfoundries Singapore Pte. 6-K Fourth Amended and Restated Participation Agreement

Exhibit 99.3

[Engrossed on the letterhead of Export-Import Bank Of The United States]

Dated as of April 3, 2009

JP Morgan Chase Bank, National Association
Government Agency Unit
4 Chase Metro Tech Center, 10^th Floor
Brooklyn, NY 11245

Chartered Semiconductor Manufacturing Ltd.
60 Woodlands Industrial Park
Street 2
Singapore 738406

RE:	Ex-Im Bank Transaction No. AP080562XX — Singapore (“Transaction”)
	Ex-Im Bank Facility Agreement dated as of December 23, 2004, among Chartered Semiconductor Manufacturing Ltd. (“Borrower”), JP Morgan Chase Bank, National Association (“Lender” and “Facility Agent”) and the Export-Import Bank of the United States (“Ex-Im Bank”), in the principal amount of $653,130,629 (“Credit Agreement”)
	Guarantee Agreement dated as of December 23, 2004, between the JP Morgan Chase Bank, National Association (“Lender”) and Ex-Im Bank in the principal amount of $653,130,629 (“Guarantee Agreement”)

Ladies and Gentlemen:

     With reference to the request by the Borrower dated as of March 2, 2009 (“Request”), we hereby confirm our agreement, subject to the terms and conditions set forth in this amendment (“Amendment”), to amend the Ex-Im Bank Facility Agreement, as hereinafter provided. The provisions of this Amendment have been agreed to by the parties in consideration of the premises and mutual covenants herein contained. Unless otherwise provided herein, all capitalized terms not defined herein shall have the meanings set forth in the Ex-Im Bank Facility Agreement.

I.	Amendment Applicable to Ex-Im Bank FacilityAgreement
	Section 5.03(b)(iv) is hereby amended by deleting and replacing said section in its entirety with the following:
	(iv) in the event Temasek shall fail to maintain at any time, directly or indirectly, (A) Control of the Borrower, or (B) an ownership interest in the Borrower’s Capital Stock of at least thirty percent (30%), the Loans shall be repaid in full on the date falling thirty (30) days after the occurrence of such event.

II.	Condition Precedent to the Effectiveness of this Amendment
	In order for this Amendment to become effective, Ex-Im Bank must receive from the Borrower (i) one original of this Amendment, fully executed and delivered by the Borrower, the Lender, the Facility Agent and Ex-Im Bank.

III. Miscellaneous — For purposes of this Amendment:

A. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN

ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK, U.S.A.

B.	Full Force and Effect. The Ex-Im Bank Guarantee remains subject to all of the terms and conditions of the Guarantee Agreement. Each of the Guarantee and the Ex-Im Bank Facility Agreement, as modified by this Amendment, is and shall continue to be in full force and effect and is hereby in all respects ratified and confirmed.
C.	Entire Agreement. The Ex-Im Bank Facility Agreement, as amended by this Amendment, contains the entire agreement among the parties hereto regarding the Credit, except for the Guarantee Agreement and any agreements between the Lender and the Borrower regarding obligations of the Borrower not covered by the Ex-Im Bank Guarantee.
D.	Severability. To the extent permitted by applicable law, the illegality or unenforceability of any provision of this Amendment shall not in any way affect or impair the legality or enforceability of the remaining provisions of this Amendment or of the Ex-Im Bank Facility Agreement. In the event that any provision of this Amendment amending a provision of the Ex-Im Bank Facility Agreement is deemed by a court or tribunal of competent jurisdiction to be illegal or unenforceable, it is the intent of the parties hereto that the relevant provision of the Ex-Im Bank Facility Agreement otherwise amended by the terms hereof be reinstated in its entirety.
E.	Counterparts. This Amendment may be signed in separate counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same instrument.

*                              *                              *

     Please confirm your agreement with the above by executing the enclosed copies of this Amendment and returning one of them and all required conditions precedent documentation to:

Export-Import Bank of the United States
811 Vermont Avenue, N.W.
Washington, DC 20571
U.S.A.
Attn: Nestor Sybing, Asset Management Division

     This Amendment constitutes an agreement among the undersigned parties that, upon issuance by Ex-Im Bank’s Asset Management Division of its notification to the Borrower that the required conditions precedent documentation has been received by Ex-Im Bank, in form and substance satisfactory to it, shall amend the Ex-Im Bank Facility Agreement effective as of the date hereof.

EXPORT-IMPORT BANK OF THE UNITED STATES

By	/s/ Richard D. Brackley
	(Signature)
Name	Richard D. Brackley
	(Print)
Title	Managing Director
	Claims & Recoveries Section
	Asset Management Division
	(Print)

Ex-Im Bank Transaction No. AP080562XX — Singapore

AGREED AND ACCEPTED

CHARTERED SEMICONDUCTOR MANUFACTURING LTD., as Borrower

By	/s/ George Thomas
	(Signature)
Name	George Thomas
	(Print)
Title	SVP & CFO
	(Print)

AGREED AND ACCEPTED

JP MORGAN CHASE BANK, NATIONAL ASSOCIATION, as Lender

By	/s/ Marguerite M. Gill
	(Signature)
Name	Marguerite M. Gill
	(Print)
Title	Vice President
	(Print)

AGREED AND ACCEPTED

JP MORGAN CHASE BANK, NATIONAL ASSOCIATION, as Facility Agent

By	/s/ Gamal Boulos
	(Signature)
Name	Gamal Boulos
	(Print)
Title	Assistant Vice President
	(Print)

Ex-Im Bank Transaction No. AP080562XX — Singapore