exv4w35






Exhibit 4.35




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/Dissolution Rights
	 
	 	 	 	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 upon resultant dissolution, 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




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	 	 	 	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), a six month wind-down period of the operations of the
Company will commence on July 1, 2007. The last wafer out of the Company will
be not later than January 1, 2008. A period of winding up the affairs of the
Company will begin on January 1, 2008 and will end upon service upon the
Shareholders by the Company of a copy of the Cloture de la Liquidation or
January 1, 2009, whichever is earlier. For avoidance of doubt, the dissolution
of the Company 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 dissolving the Company shall be borne equally by the
Shareholders.




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	 	(d.)	 	 Notwithstanding the effects of the application of Section
11.08(b) and Section 11.08(c) upon the financial aspects of dissolving 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 twenty million United States dollars
($20,000,000.00) upon service of the Cloture de la Liquidation according to
1.) (b.) above, but not later than January 1, 2009. In the event that the
Cloture de la Liquidation 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 achieve Cloture de la Liquidation. 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 thirteen and one half million Euro
(€13,500,000.00) for the price of one Euro (€1.00). In the event Section
11.08(b) and 11.08(c) have not been fully applied on January 1, 2009, 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 one hundred thirty million Euro (€130,000,000.00).
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.
	 
	 	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).




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	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
	 	 	 	 	 	 	Infineon
	 	 	Compagnie	 	Technologies
	Year	 	IBM France	 	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:






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	 	 	Average Product Purchase Percentage
	 	 	 	 	 	 	Infineon
	 	 	Compagnie	 	Technologies
	Year	 	IBM France	 	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).





	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]	 	 
	 

	 	 
	 	 	 	 	 	 	 	 





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	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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