exv4w25w4






Exhibit 4.25.4




Amendment 5




Whereas Infineon and IBM entered:



Amendment 4 to Shareholder Agreement of Altis Semiconductor (“Altis”)

(“Amendment 4”) and other Agreements and Amendments relevant to Amendment 4 and amended therein;



WHEREAS, the parties now wish to make further changes as necessary to the foregoing ,



NOW THEREFORE, the foregoing cited Amendment 4 and other Agreements and Amendments, as necessary,
are amended as set forth below:




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Amendment 5





	1.)	 	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
Change the last sentence of the first paragraph from “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.” to:


“Not later than January 31 2010 , 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.”




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	2.)	 	Change in Section 3 in the IBM Agreement for Purchase of Products between Compagnie IBM
France and the Company, as amended by Amendment 4:






From: “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.”




To: “The term of this Agreement will begin upon the Closing Date and will end on
the earlier of 31 May 2010 or the date of the expiration of the term of the Participation
Agreement, unless a later end date is required by law, or the Parties mutually agree to a
later end date”.




	3.)	 	Change in Section 3 in the Infineon Agreement for Purchase of Products between Infineon
Technologies AG and the Company, as amended by Amendment 4:






From: “The term of this Agreement will begin upon the Closing Date and will end on the
earlier of 31 May 2010 or the date of the expiration of the term of the Participation
Agreement.”




To: “The term of this Agreement will begin upon the Closing Date and will end on the
earlier of 31 May 2010 or the date of the expiration of the term of the Participation
Agreement, unless a later end date is required by law, or the Parties mutually agree to a
later end date”.



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	4.)	 	For clarity, this Amendment 5 changes , in any Agreement or Amendment between the Parties in
which it appears, any reference to the date by which notice of the contemplation to continue
the operation (i.e. solely own) of the Company should at latest be given by Infineon France
Shareholder to “January 31, 2010”.





D. DEFINITIONS, RULES OF CONSTRUCTION AND DOCUMENTARY CONVENTIONS




Unless amended by this Amendment 5 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 supersede
all prior written and oral agreements and understandings with respect to such subject matter. For
avoidance of doubt, Amendment 5 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 a meeting and positive vote of the
Shareholders Council is necessary to effectuate any of the foregoing, the signatories to Amendment
5 to the Shareholders Agreement, et al., agree to so act to effectuate this Amendment.





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In witness whereof, Amendment 5 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/ Stephan Klingler
	 	 	 	By:
	 	/s/ Louis Marie Launay
	 

	 	 
	 	 	 	 	 	 
	 

	 	Date: November 30, 2009
	 	 	 	 	 	Date: November 30, 2009
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Infineon Technologies AG	 	 	 	IBM Corporation
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dr. Benno Fritzler
	 	 	 	By:
	 	/s/ Michael Cadigan
	 

	 	 
	 	 	 	 	 	 
	 

	 	Date: November 30, 2009
	 	 	 	 	 	Date: November 30, 2009
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dr. Horst Meyer	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Date: November 30, 2009	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Compagnie IBM France	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Daniel Chaffraix	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 

	 	Date: November 30, 2009	 	 	 	 	 	 






PREPARED BY OUTSIDE COUNSEL




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