EXHIBIT C REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 12th, 2001 • Infineon Technologies Ag • Semiconductors & related devices • New York
EXHIBIT D Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with each other on behalf of each of them of this statement on Schedule 13D (including...Joint Filing Agreement • February 12th, 2001 • Infineon Technologies Ag • Semiconductors & related devices
In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, the undersigned hereby agree to the joint filing with each other on behalf of each of them of this statement on Schedule 13D (including amendments thereto) with respect to the Common Stock, $0.01 par value per share, of Ramtron International Corporation, and that this Agreement be included as an Exhibit to such joint filing. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same instrument.
Exhibit J SECURITY AGREEMENT THIS SECURITY AGREEMENT dated March 28, 2002 is made and entered into by and between RAMTRON INTERNATIONAL CORPORATION, a corporation organized and existing under the laws of the State of Delaware and having its principal...Security Agreement • April 9th, 2002 • Infineon Technologies Ag • Semiconductors & related devices
AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 9th, 2002 • Infineon Technologies Ag • Semiconductors & related devices
EXHIBIT 4.4 FORM OF SENIOR INDENTURE INFINEON TECHNOLOGIES AG,Infineon Technologies Ag • March 5th, 2002 • Semiconductors & related devices • New York
EXHIBIT 4.5 FORM OF SUBORDINATED INDENTURE INFINEON TECHNOLOGIES AG,Infineon Technologies Ag • March 5th, 2002 • Semiconductors & related devices • New York
FRAMEWORK AGREEMENTFramework Agreement • December 7th, 2007 • Infineon Technologies Ag • Semiconductors & related devices
This FRAMEWORK AGREEMENT (the “Agreement”), dated as of August 8, 2007, is by and between (1) “GlobalInformService”, a company governed by Russian law having its principal office at 19 2nd Sinichkina Street, building 3, 111020 Moscow, Russia, Main State Registration Number (OGRN) 5077746762539 (“GIS”) and (2) International Business Machines Corporation, a company organized and existing under the laws of the state of New York, U.S.A. having its principal office at New Orchard Road, Armonk, New York 10504, U.S.A. (“IBM”), and Infineon Technologies AG, a company governed by German law having its registered office at Am Campeon 1-12, 85579 Neubiberg, Germany (“Infineon”). GIS, IBM and Infineon are each referred to as a “Party” and collectively as the “Parties.”
Confidential materials omitted and filed separately with the Securities and Exchanges Commission* ASSET PURCHASE AGREEMENT by and between INFINEON TECHNOLOGIES AG as Seller and WIRELINE HOLDING S.À R.L. as Buyer dated as of 7 July, 2009 Infineon...Asset Purchase Agreement • December 22nd, 2009 • Infineon Technologies Ag • Semiconductors & related devices
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is made as of July 7, 2009 by and between INFINEON TECHNOLOGIES AG, a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany, with principal place of business at Am Campeon 1-12, 85579 Neubiberg, Germany, registered with the commercial register (Handelsregister) of the lower court (Amtsgericht) of Munich under HRB 126492 (“Seller”), and Wireline Holding S.à r.l., a company incorporated as a société à responsabilité limitée, existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 412F, Route d’Esch, L-1030 Luxembourg, Grand Duchy of Luxembourg and whose registration with the Luxembourg Trade and Companies’ register under Section B is pending (“Buyer”).
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Fourth Amendment to Joint Venture Agreement dated 13 November 2002Joint Venture Agreement • November 30th, 2006 • Infineon Technologies Ag • Semiconductors & related devices
Nanya Technology Corporation, a company legally established under the laws of the Republic of China and having its head office at Hwa-Ya Technology Park 669, Fuhsing 3rd Road, Kueishan, Taoyuan, Taiwan, Republic of China (hereinafter “NTC”),
EXHIBIT B SHARE PURCHASE AGREEMENT By and Between INFINEON TECHNOLOGIES AGShare Purchase Agreement • February 12th, 2001 • Infineon Technologies Ag • Semiconductors & related devices • Delaware
Dated July 16, 2009 INFINEON TECHNOLOGIES AG and CREDIT SUISSE SECURITIES (EUROPE) LIMITED and DEUTSCHE BANK AG and MERRILL LYNCH INTERNATIONAL and CITIGROUP GLOBAL MARKETS LIMITED CONTRIBUTION AGREEMENT LinklatersContribution Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices • New York
ASSIGNMENT AGREEMENTInfineon Technologies Ag • December 4th, 2002 • Semiconductors & related devices
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. First Amendment to Joint Venture Agreement dated 13 November 2002Joint Venture Agreement • November 23rd, 2005 • Infineon Technologies Ag • Semiconductors & related devices
Nanya Technology Corporation, a company legally established under the laws of the Republic of China and having its head office at Hwa-Ya Technology Park 669, Fuhsing 3rd Road, Kueishan, Taoyuan, Taiwan, Republicof China (hereinafter “NTC”),
SUBORDINATED GUARANTEE by Infineon Technologies AG, Munich, Federal Republic of Germany (the "Guarantor") in favour of the holders of the 4.25% Guaranteed Subordinated Convertible Notes of 2002/2007 in the aggregate principal amount of €1,000,000,000...Infineon Technologies Ag • December 4th, 2002 • Semiconductors & related devices
The Guarantor hereby unconditionally and irrevocably guarantees to the Noteholders (which expression shall, for the purposes of this Subordinated Guarantee, include any Noteholders under any additional Notes issued by the Issuer under § 20 of the Conditions (as defined below)) the due and punctual payment in accordance with the Terms and Conditions of the Notes (the "Conditions") of any and all sums expressed to be payable by the Issuer under the Notes.
RIGHTS AGENT AGREEMENTRights Agent Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices • New York
RIGHTS AGENT AGREEMENT, dated as of July 16, 2009, between Infineon Technologies AG, a public limited company organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), and Deutsche Bank Trust Company Americas (the “Depositary”), a New York banking corporation organized and existing under the laws of the State of New York and an indirect, wholly owned subsidiary of Deutsche Bank AG.
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. REAL - ESTATE LEASING CONTRACT No. 181 – 61 4875Infineon Technologies Ag • November 26th, 2004 • Semiconductors & related devices
The Lessor and the Lessee intend that the complete contract, and thus the subject of the leasing contract, be classified as an "operating lease" in accordance with US GAAP. The anticipated payments to be made by the Lessee after the start of the lease will therefore be calculated so that the [**] of all payments to be incorporated into the [**] in accordance with the provisions of US GAAP, discounted at the lower of (i) [**], or (ii) [**] to be used as the basis [**]. The basic [**] will be the lower value of (i) [**], or (ii) [**].
LOAN AGREEMENT (this "Agreement") between Infineon Technologies Holding B.V., Rotterdam (the "Issuer") and Infineon Technologies AG, Munich ("Infineon Technologies AG")Infineon Technologies Ag • November 21st, 2003 • Semiconductors & related devices
AMENDMENT NO. 1 TO DEPOSIT AGREEMENTInfineon Technologies Ag • November 15th, 2004 • Semiconductors & related devices • New York
AMENDMENT NO. 1 dated as of November 8, 2004 (the "Amendment") to the Deposit Agreement dated as of March 11, 2000 (the "Deposit Agreement"), among Infineon Technologies AG., a company organized under the laws of the Federal Republic of Germany (the "Company"), JPMorgan Chase Bank (f.k.a. Morgan Guaranty Trust Company of New York) as depositary (the "Depositary"), and all holders and beneficial owners from time to time of American Depositary Receipts ("ADRs") issued thereunder.
Amendment 2 to Shareholder Agreement of Altis Semiconductor (designated in Amendment 2 “Altis”) between Infineon Technologies Holding France and Compagnie IBM France (now “IBM XXI (SAS)”) dated as of June 24, 1999 (“Shareholders Agreement”); to the...Participation Agreement • November 30th, 2006 • Infineon Technologies Ag • Semiconductors & related devices
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 with Amendment 1, and Infineon agreed to take on capacity obligations in the Company as specified in Amendment 1,
Dated 16 July 2009 INFINEON TECHNOLOGIES AG and CREDIT SUISSE SECURITIES (EUROPE) LIMITED and DEUTSCHE BANK AG and MERRILL LYNCH INTERNATIONAL and CITIGROUP GLOBAL MARKETS LIMITED UNDERWRITING AGREEMENT LinklatersUnderwriting Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
EXHIBIT L AGREEMENT OF JOINT FILINGAgreement of Joint Filing • November 6th, 2006 • Infineon Technologies Ag • Semiconductors & related devices
This Agreement may be executed in any number of separate counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement.
AMENDMENT NO. 1 TO DEPOSIT AGREEMENTDeposit Agreement • August 6th, 2010 • Infineon Technologies Ag • Semiconductors & related devices • New York
AMENDMENT NO. 1 dated as of August 6, 2010 (the “Amendment”) to the Amended and Restated Deposit Agreement dated as of March 31, 2005 (as amended from time to time, the “Deposit Agreement”) among Infineon Technologies AG, a corporation incorporated in the Federal Republic of Germany and organized under the laws of the Federal Republic of Germany, and its successors (the “Company”), Deutsche Bank Trust Company Americas, as depositary (the “Depositary”), and all Holders and Beneficial Owners from time to time of American Depositary Receipts (“ADRs”) issued thereunder.
SUBORDINATED GUARANTEE by Infineon Technologies AG Munich, Federal Republic of Germany (the "Guarantor") in favour of the holders of the 5% Guaranteed Subordinated Convertible Notes of 2003/2010 in the aggregate principal amount of €700,000,000 (the...Infineon Technologies Ag • November 21st, 2003 • Semiconductors & related devices
The Guarantor hereby, subject to § 7(5) through § 7(12) of the Conditions of the Issue of the Notes (the "Conditions") and the provisions below, unconditionally and irrevocably guarantees to the Noteholders (which expression shall, for the purposes of this Subordinated Guarantee, include any Noteholders under any additional Notes issued by the Issuer under § 20 of the Conditions the due and punctual payment in accordance with the Conditions of any and all sums expressed to be payable by the Issuer under the Notes.
PROJECT SOFTSHELL INVESTMENT AGREEMENT regarding a participation in Infineon Technologies AGInvestment Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
means of a share capital increase against cash contribution, including by way of purchasing subscription rights (hereinafter the “Investment”).
Amendment 5Whereas Infineon • December 8th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
Amendment 4 to Shareholder Agreement of Altis Semiconductor (“Altis”) (“Amendment 4”) and other Agreements and Amendments relevant to Amendment 4 and amended therein;
SETTLEMENT AGREEMENT AND MUTUAL GENERAL RELEASE This Settlement Agreement and Mutual General Release (the “Agreement”) is made by and betweenSettlement Agreement and Mutual General Release • November 23rd, 2005 • Infineon Technologies Ag • Semiconductors & related devices
INFINEON TECHNOLOGIES AG, a corporation organized and existing under the laws of the Federal Republic of Germany and having its head office at Munich, Germany (“Infineon”);
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...Shareholder Agreement • May 18th, 2010 • Infineon Technologies Ag • Semiconductors & related devices
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,
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Amendment 4Infineon Technologies Ag • December 8th, 2009 • Semiconductors & related devices
Amendment 3 to Shareholder Agreement of Altis Semiconductor (“Altis”) (“Amendment 3”) and other Agreements and Amendments relevant to Amendment 3 and amended therein;
Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. - confidential - Amendment 3Participation Agreement • July 16th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
Amendment 2 to Shareholder Agreement of Altis Semiconductor (designated in Amendment 2 “Altis”) between Infineon Technologies Holding France and Compagnie IBM France (now IBM XXI (SAS)”) dated as of June 24, 1999 (“Shareholders Agreement”);
LOAN AGREEMENT (this "Agreement") between Infineon Technologies Holding B.V., Rotterdam (the "Issuer") and Infineon Technologies AG, Munich ("Infineon Technologies AG")Agreement • December 4th, 2002 • Infineon Technologies Ag • Semiconductors & related devices
AMENDED AND RESTATED DEPOSIT AGREEMENTDeposit Agreement • March 17th, 2005 • Infineon Technologies Ag • Semiconductors & related devices • New York
AMENDED AND RESTATED DEPOSIT AGREEMENT, dated as of March 31, 2005, by and among (i) INFINEON TECHNOLOGIES AG, a company incorporated under the laws of the Federal Republic of Germany, and its successors (the “Company”), (ii) DEUTSCHE BANK TRUST COMPANY AMERICAS, a New York banking corporation organized and existing under the laws of the State of New York and indirect, wholly owned subsidiary of Deutsche Bank AG, and any successor as depositary hereunder (the “Depositary”), and (iii) all Holders and Beneficial Owners (each as hereinafter defined) of the American Depositary Receipts (as hereinafter defined) issued from time to time hereunder.
FIRST AMENDMENT AGREEMENT to the ASSET PURCHASE AGREEMENT by and between INFINEON TECHNOLOGIES AG as Seller and LANTIQ HOLDCO S.À R.L. (formerly WIRELINE HOLDING S.À R.L.) as Buyer dated as of 6 November 2009 Infineon Technologies AG ConfidentialAsset Purchase Agreement • December 8th, 2009 • Infineon Technologies Ag • Semiconductors & related devices
THIS AMENDMENT AGREEMENT TO THE ASSET PURCHASE AGREEMENT DATED JULY 7, 2009 (“Amendment Agreement”) is made as of November 6, 2009 by and between INFINEON TECHNOLOGIES AG, a stock corporation (Aktiengesellschaft) under the laws of the Federal Republic of Germany, with principal place of business at Am Campeon 1-12, 85579 Neubiberg, Germany, registered with the commercial register (Handelsregister) of the lower court (Amtsgericht) of Munich under HRB 126492 (“Seller”), and Lantiq HoldCo S.à r.l. (formerly Wireline Holding S.à r.l.), a company incorporated as a société à responsabilité limitée, existing under the laws of the Grand Duchy of Luxembourg, having its registered office at 412F, Route d’Esch, L-1030 Luxembourg, Grand Duchy of Luxembourg, registered with the Luxembourg Trade and Companies’ register under Section B 147045 (“Buyer”).
NOTARIAL DEED PURCHASE AND TRANSFER AGREEMENTInfineon Technologies Ag • December 4th, 2001 • Semiconductors & related devices
The limited partnership OSRAM Opto Semiconductors GmbH & Co. OHG, with its corporate seat in Regensburg ("OHG"), is registered in the commercial register of the local court of Regensburg under the number HRA 6036. The currently valid partnership agreement is dated December 23, 1998, and was last amended on February 10, 2000.
Supplement to the Partnership Agreement dated February 10, 2000 between Infineon Technologies AG and OSRAM GmbH Non Compete Agreement between OSRAM Gesellschaft mit beschränkter Haftung, Munich and Infineon Technologies AG, MunichInfineon Technologies Ag • December 4th, 2001 • Semiconductors & related devices
Art. 1 Infineon and its "Affiliated Companies" will not engage in or carry out research or development, production or distribution of "Optoelectronic Semiconductor Devices" as defined in Art. 2.
ASSIGNMENT AGREEMENTInfineon Technologies Ag • November 21st, 2003 • Semiconductors & related devices
