exv4w25w3






Exhibit 4.25.3




Confidential Materials omitted and filed separately with the

Securities and Exchange Commission. Asterisks denote omissions.




Amendment 4




Whereas Infineon and IBM entered:



Amendment 3 to Shareholder Agreement of Altis Semiconductor (“Altis”) (“Amendment 3”) and other
Agreements and Amendments relevant to Amendment 3 and amended therein;



WHEREAS, the parties now wish to make further changes as necessary to the foregoing concerning,
inter alia, in the possible winding-down and winding-up of Altis,



NOW THEREFORE, the foregoing cited Amendment 3 and other Agreements and Amendments are amended as
set forth below:




A. Shareholders Agreement





	1.	 	Article III, Section 3.0.3 (c) (i) Amend this paragraph at the end to read as follows:
“Notwithstanding the above, if for any reason the Shareholders do not agree on a business plan
for January to May 2010 by December 15, 2009, the Business Plan for Q4 2009 shall continue in
effect and be deemed accepted by the Shareholders for the period January to May 2010 on a
prorated basis, subject, however, to the applicable quarterly average volumes set out below in
Section 6.01(b) of the Participation Agreement and Section 1.14 of the Product Purchase
Agreements as amended below from Amendment 3.”





Amendment 2





	2.)	 	Amend the amendment of the replacement of Section 11.08 to the Shareholders Agreement as
follows:
	 
	 	 	Section 11.08 Additional Purchase of Shareholder Interest/Dissolution Rights





			
	 	 	 
	Infineon Amendment No. 4, Edgar (2)
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	 	 	Change the last sentence of the first paragraph from “Not later than July 1, 2009 Infineon
France Shareholder will notify IBM XXI (SAS) whether Infineon France Shareholder will
continue operation of the Company after January 1, 2010.” to:

“Beginning November 7, 2009, and not later than November 30, 2009, unless otherwise agreed
by Infineon and IBM, Infineon France Shareholder will notify IBM XXI (SAS) whether Infineon
France Shareholder contemplates the possibility of continuing operation of (i.e. solely
owning) the Company after May 31, 2010.”
	 
	 	 	In the event that Infineon France Shareholder notifies IBM XXI (SAS) that Infineon France
Shareholder contemplates the possibility of not continuing operation of the Company after
May 31, 2010, upon such information and prior to any final decision of the Shareholders on
Altis’ future, any and all procedures required by law, including Information and
Consultation of Altis’ works council with respect to a winding-up of Altis shall be duly
launched (hereinafter referred to as the “Consultation”).
	 
	 	 	Within not more than 2 weeks after the completion of such Consultation, the Founding
Shareholders will make a final decision and agree upon the future of Altis.”
	 
	3.)	 	Change the Amendment 3 amendment of Section 11.08 (i.e. Section 13 (a) changes) wherever “28
February 2010” appears to “31 May 2010”.
	 
	4.)	 	Amend the amendment of Section 11.08 (b) as follows: “...a wind-down period of the
operations of the Company will commence in the event that the resolution by the Founding
Shareholders on the future of Altis discussed herein two paragraphs above is to dissolve and
liquidate Altis. Such wind-down period will end with last wafer out. All product and
work-in-progress remaining in inventory after 31 May 2010 will, at Infineon’s direction,
either be shipped to Infineon or be scrapped, and Infineon will be responsible to pay the
inventory book value for any such wafers started by Altis based upon valid authorization by
Infineon. A period of winding-up the affairs of the





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	 	 	Company will begin immediately after end of the wind-down. For the avoidance of doubt,
nothing set out herein or any other provision in the Shareholder Agreement or the Amendments
shall result in any obligation by Infineon to purchase IBM France Shareholder’s interest in
the Company.”
	 
	5.)	 	Add a new provision to Section 11.04 (iii), as follows:






	 	(iii)	 	IBM and Infineon will equally share any idle costs that occur after August 31, 2009
until commencement of wind-up period. It is agreed that idle cost, as used in this Section,
shall mean the unavoidable cost component of the difference between the full cost of Altis
and Altis revenue from Sales to Infineon of wafers (based upon the wafer costs being
calculated based on the costing assumption of Altis being fully loaded at [**] wafer starts
per day and staffed accordingly). For the avoidance of doubt, Infineon will be responsible
to pay for any wafers started by Altis based upon valid authorization by Infineon. It is
further understood that depreciation of idle Infineon Unique Tools are to be borne solely by
Infineon. The calculation of such idle cost will be based on the “Total Net Cost” of the
Business Plan for the quarter during which such idle cost occurs. An example calculation is
shown in Exhibit 1 of Amendment 3.






	6.)	 	Add at the end of Section 7.01 (a) of the Shareholders Agreement, as amended by Amendment 2:
	 
	 	 	“(vi) All of the net profit in [**] resulting from the [**]% mark-up paid by the Infineon
France Shareholder and its Affiliates in accordance with the Infineon Agreement for Product
Purchase will be allocated to Infineon France Shareholder, and all of the net profit in [**]
resulting from the [**]% mark-up paid by the IBM France Shareholder and its Affiliates in
accordance with the IBM Agreement for Product Purchase will be allocated to IBM France
Shareholder”.





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Amendment 3:





	7.)	 	Change in Section 8 b ii. of Amendment 3:
	 
	 	 	From “[**] WSD”


to “[**] WSD”





B Participation Agreement





	8.)	 	Modify table in the last amendment of Section 6.01(b) of the Participation Agreement in
Amendment 3 to read:





	 	 	 	 	 
	 	 	Average Product Purchase Percentage
	 	 	 	 	Infineon Technologies
	Year	 	Compagnie IBM France	 	Holding France
	 
	 	 	 	 
	2007 to 2009

	 	0%	 	100%
	January 1 to
May 31, 2010

	 	[**]% with cap at

[**] wafer outs per day
	 	[**]%
with cap at

[**] wafer outs per day







C. Product Purchase Agreements





	9.)	 	Change Section 3 in the Agreement for Purchase of Products between Compagnie IBM France and
the Company, Term of Agreement, to read:
	 
	 	 	“The term of this Agreement will begin on the Closing Date of the Participation Agreement
and will expire on the earlier of six months after the Founding Shareholders’ resolution to
dissolve and liquidate the Company or the date of the expiration of the term of the
Participation Agreement, unless mutually agreed otherwise by the parties.
	 
	10.)	 	Modify table in Section 1.14 as amended in Amendment 3 to read:





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	 	 	Average Product Purchase Percentage
	 	 	 	 	Infineon Technologies
	Year	 	Compagnie IBM France	 	Holding France
	 
	 	 	 	 
	2007 to 2009

	 	0%	 	100%
	January 1 to
May 31, 2010

	 	[**]%
with cap at

[**] wafer outs per day
	 	[**]% with cap at

[**] wafer outs per day








	11.)	 	Change in Section 3 in the Infineon Agreement for Purchase of Products between Infineon
Technologies AG and the Company, as amended by Amendment 3:From
“28 February 2010” to to the earlier of “31 May 2010” or the date of the expiration of the term of the
Participation Agreement.





D. DEFINITIONS, RULES OF CONSTRUCTION AND DOCUMENTARY CONVENTIONS



Unless amended by this Amendment 4 to the Shareholders Agreement, et al., all provisions of the
Operative Documents, as amended, shall remain in full force and effect as amended, and together
constitute the entire agreement of the parties hereto regarding their subject matter and supercede
all prior written and oral agreements and understandings with respect to such subject matter. For
avoidance of doubt, Amendment 4 incorporates by the reference Appendix A to the Participation
Agreement, Definitions, Rules of Construction and Documentary Conventions. Facsimile signatures
below shall have the same effect as original signatures. Both Shareholders are under a general
obligation to vote and to cause their representatives in the Shareholder Council to vote in favor
of all resolutions and to undertake all other measures as required to implement the requirements of
this Amendment. To the extent that any legal formalities such as




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a meeting and positive vote of the Shareholders Council is necessary to effectuate any of the
foregoing, the signatories to Amendment 4 to the Shareholders Agreement, et al., agree to so act to
effectuate this Amendment.



In witness whereof, Amendment 4 to the Shareholders Agreement, et al., has been executed and
delivered by each party as of the date first above written.




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Infineon Technologies Holding France	 	 	 	IBM XXI (SAS)	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By	 	/s/ Louis de Franclieu	 	 	 	By	 	/s/ Didier Legrez	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Date August 26, 2009
	 	 	 	Date August 24, 2009	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Infineon Technologies AG	 	 	 	IBM Corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By	 	/s/ Dr. Reinhard
Ploss      Peter Gruber	 	 	 	By	 	/s/ Michael J. Cadigan	 	 
	 	 	 	 	 	 	 	 	 	 	 
	Date 23 August 2009
	 	 	 	Date 8-21-2009	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Compagnie IBM France	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By	 	/s/ Daniel Chaffraix	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 
	Date August 24, 2009	 	 	 	 	 	 	 	 	 	 






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