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Exhibit 4.35  


Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote such ommissions. 


 
 

Amendment 1  
    


to Shareholder Agreement of Altis Semiconductor between Infineon Technologies

Holding France and Compagnie IBM France dated as of June 24, 1999

("Shareholders Agreement");  


to the Participation Agreement dated as of June 24, 1999 among Infineon

Technologies AG I.G. and International Business Machines Corporation

("Participation Agreement")  


and to the Purchase of Products Agreements referred to in Section 6.01. Purchase of

Products thereof  


this Amendment 1 hereinafter referred to as "Amendment 1"  


WHEREAS
Infineon and IBM acknowledge that IBM has agreed to participate in the Process Development Projects pursuant to the 3-Way Agreement with Chartered Semiconductor executed
contemporaneously herewith, and Infineon is agreeing to take on capacity obligations in the Company as specified in this Amendment 1, 


NOW
THEREFORE the agreements cited in the heading are amended as set forth below: 


	A.
	Shareholders
Agreement



	l.)
	Add
to the Shareholders Agreement new section 11.08 as follows: 



Section 11.08
Additional Purchase of Shareholder Interest/[* *] 


In
addition to any other rights of the parties pursuant to the Operative Documents, and only for the purpose of establishing the amount due upon the purchase of a Shareholders interest as set forth
below, or failing such purchase, the steps involved and amounts due [* *], and to provide for those other rights and obligations expressly provided for herein, not
later than January 1, 2007, the Infineon France Shareholder and the IBM France Shareholder will discuss the future of the Company. Not later than July 1, 2007, Infineon France
Shareholder will notify IBM France Shareholder (for purposes of Amendment 1, IBM XXI (SAS)) whether Infneon France Shareholder will purchase the interest of the IBM France Shareholder in the
Company on January 31, 2008. 


	(a.)
	In
the event Infineon France Shareholders elects to so continue, the Infineon France Shareholder will purchase the IBM France Shareholder's interest in the Company by paying, no
later than January 31, 2008, the IBM France Shareholder an amount equal to the then-current equity and debt on Altis' balance sheet (net book value) due to the IBM France Shareholder. The
mechanics of the sale will be in accordance with Section 10.07(a) and (b) as if this new Section 11.08 were recited in the second line of each. 






 






Additionally,
the Infineon France Shareholder shall have the option to purchase the IBM France Shareholder's interest in the Company at any time before the foregoing provision would otherwise be
effective by providing the IBM France Shareholder six (6) months prior written notice. In such event, the payment to the IBM France Shareholder will be an amount equal to the current equity and
debt on Altis' balance sheet (net book value) due to the IBM France Shareholder on the date of purchase. 



In
the event this option is exercised in advance of the January 31, 2007, IBM retains its right, but shall not be obligated, to purchase products from the Company, up to the amount specified in
the Participation Agreement and Compagnie IBM France Purchase of Products Agreement, as amended herein. 



	(b.)
	In
the event the Infineon France Shareholder elects not to so continue (which election, as provided for herein, would be deemed unanimous written consent of the Shareholders pursuant
to Section 11.02 of the Shareholders Agreement), [* *] the Company will commence on [* *]. The
[* *] Company will be not later than [* *] the Company will begin [* *] and will end upon
service upon the Shareholders by the Company of a copy of [* *], whichever is earlier. For avoidance of doubt, [* *] will be
in accordance with Sections 11.04 through Section 11.07 inclusive, with the exception of the provisions allowing Infineon France Shareholder to purchase IBM France Shareholder's interest at any
value other than as defined in Section 11.08(a) above or unless otherwise provided in this Amendment 1. Any net proceeds from the disposition of assets will be split equally, except that
for such net proceeds for any tools purchased with the expenditures discussed in 4. below, will be paid to the Infineon France Shareholder.



	(c.)
	In
addition to the foregoing actions pursuant to Section 11.08(b), to the extent not otherwise so divided by Section 11.08(b), and unless specifically provided for
otherwise (e.g. site environmental cleanup costs) the total cost of [* *] the Company shall be borne equally by the Shareholders.



	(d.)
	Notwithstanding
the effects of the application of Section 11.08(b) and Section 11.08(c) upon the financial aspects of [* *] the
Company pursuant to Section 11.08, and whether or not Section 11.08(b) and 11.08(c) have been applied fully, Infineon France Shareholder will pay to IBM France Shareholder the amount of
[* *] United States dollars ($[* *]) upon service of [* *] according to 1.) (b.) above,
but not later than [* *]. In the event that [* *] has not been served in accordance with 1.) (b.) above and site environmental
cleanup is the reason or one of the reasons for such non-service, the foregoing payment will be delayed until completion of such environmental cleanup. The Shareholders will use their
reasonable best efforts to achieve such environmental cleanup completion at the earliest possible date. The Shareholders will also use their reasonable best efforts to
[* *]. Notwithstanding the foregoing, as an adjustment, on the same day as the aforementioned payment, IBM France Shareholder will transfer to Infineon France
Shareholder that portion of its interest in the Company equal to [* *] Euro (€[* *]) for the price of
[* *] Euro (€[* *]). In the event Section 11.08(b) and 11.08(c) have not been fully applied on
[* *], their application will be promptly concluded thereafter.






	2.)
	Amend
the Shareholders Agreement to add new Section 6.04 as follows: In no event will the total capital expenditures of the Company, beyond what is indicated in the year 2003
Business Plan, exceed [* *] Euro (€[* *]). Further, amend Section 10.05 to provide that whenever
Section 10.05 would be applicable, an amount equal to the current equity and debt on the Altis balance sheet (net book value) due to the Shareholder whose interest is being purchased will be
substituted for Appraised Value. 


2





 
	3.)
	Amend
the Shareholders Agreement to add a new sentence at the end of second sentence of Section 6.02(b): Such Indebtedness shall exclude any Indebtedness deemed unique
Indebtedness by reason of such Indebtedness having been incurred for the benefit of only one Shareholder (e.g. a unique tool purchase or lease for the production of only Infineon products pursuant to
the Infineon Technologies Aktiengesellschaft i.G. Agreement for Purchase of Products, pursuant further to Section 6.02 of the Participation Agreement).



	B.
	Participation
Agreement 



        Amend
the Participation Agreement as follows: Reference Section 6.01. Purchase of Products and add after the first sentence of Section 6.01(b):
Starting in January 1, 2004, Compagnie IBM France's and its Affiliates' entitlement and obligation to purchase Products will begin to decline, ending completely in December 31, 2006.
Correspondingly, Infineon Technologies Holding France's and its Affiliates' entitlement and obligation will increase. The schedule for such modification to the obligations set forth in the
Participation Agreement will occur as follows and the Business Plan will be deemed to so reflect: 



	 
	 	Average Product Purchase Percentage
	 
	Year
 
	 	Compagnie IBM France
	 	Infineon Technologies

Holding France
	 
	2004	 	37.5	%	62.5	%
	2005	 	25	%	75	%
	2006	 	12.5	%	87.5	%
	2007 and beyond	 	0	%	100	%





Within
each year, the decline and corresponding increase will be approximately linear by month (i.e. 1/12 of the total per calendar month). 


	C.
	Purchase
of Products Agreements



	1.)
	Amend
the Purchase of Products Agreements of Compagnic IBM France and Infineon Technologies Aktiengesellschaft i.G. cited in Section 6.01 of the Participation Agreement as
follows: 




Change
Section 1.14 Capacity Allocation by adding at its end: Each Shareholder and its Affiliates shall be entitled to and obliged to purchase Products utilizing 50% of the manufacturing
capacity of the Facility. Starting in January 1, 2004, Compagnie IBM France's and its Affiliates' entitlement and obligation to purchase Products will begin to decline, ending completely in
December 31, 2006. Correspondingly, lnfineon Technologies Holding France's and its Affiliates' entitlement and obligation will increase. The schedule for such modification to the obligations
set forth in the Participation Agreement will occur as follows and the Business Plan will be deemed to so reflect: 




	 
	 
	 	Average Product Purchase Percentage
	 
	 
	Year
 
	 	Compagnie IBM France
	 	Infineon Technologies

Holding France
	 
	 	2004	 	37.5	%	62.5	%
	 	2005	 	25	%	75	%
	 	2006	 	12.5	%	87.5	%
	 	2007 and beyond	 	0	%	100	%






Within
each year, the decline and corresponding increase will be approximately linear by month (i.e. 1/12 of the total per calendar month). 




3





 




	2.)
	Change
Section 3.06 in the Purchase of Products Agreements between Compagnie IBM France and the Company, Term of Agreement to read: The term of this Agreement will end on
December 31, 2006. 



        To
the extent that any legal formalities such as a meeting and positive vote of the Shareholders Council is necessary to effectuate any of the foregoing, the signatories to Amendment 1
agree to so act to effectuate this Amendment 1. 


        Unless
amended by this Amendment 1, all provisions of the Operative Documents shall remain in full force and effect as herein amended. For avoidance of doubt, Amendment 1
incorporates by the reference Appendix A, Definitions, Rules of Construction and Documentary Conventions. Facsimile signatures below shall have the same effect as original signatures. 



        In
witness whereof, Amendment 1 has been executed and delivered by each party as of the date written below. 



	 	 	Infineon Technologies

Holding France	 	 	 	IBM XXI (SAS)
	

By:	
 	

/s/ [illegible]
	
 	

By:	
 	

/s/ [illegible]

	Title:	 	Senior Vice President
	 	Title:	 	President IBM XXI

	Date:	 	June 26, 2003
	 	Date:	 	June 26, 2003

	

 	
 	

Infineon Technologies AG	
 	

 	
 	

IBM
	

By:	
 	

/s/ [illegible]
	
 	

By:	
 	

/s/ [illegible]

	Title:	 	Senior Vice President
	 	Title:	 	VP Alliances

	Date:	 	June 26, 2003
	 	Date:	 	June 26, 2003

	

 	
 	

 	
 	

 	
 	

Compagnie IBM France
	

 	
 	

 	
 	

By:	
 	

/s/ [illegible]

	 	 	 	 	Title:	 	Regional Counsel

	 	 	 	 	Date:	 	June 26, 2003





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