QIMONDA FINANCE LLC, as Issuer QIMONDA AG, as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of [•], 2008 DEBT SECURITIESIndenture • February 7th, 2008 • Qimonda Finance LLC • Semiconductors & related devices • New York
INDENTURE, dated as of [•], 2008, between Qimonda Finance LLC, a Delaware limited liability company (the “Issuer”), having its principal office at [•], Qimonda AG, a German stock corporation (the “Guarantor”), having its principal office at [•], and Deutsche Bank Trust Company Americas, a New York banking corporation (the “Trustee”).
AMERICAN DEPOSITARY SHARE LENDING AGREEMENT Dated as of February ___, 2008 Among INFINEON TECHNOLOGIES AG (“Lender”), and CREDIT SUISSE INTERNATIONAL (“Borrower”), and CREDIT SUISSE SECURITIES (USA) LLC, as Collateral Agent (as hereinafter defined)...Share Lending Agreement • February 7th, 2008 • Qimonda Finance LLC • Semiconductors & related devices • New York
This AGREEMENT sets forth the terms and conditions under which Borrower may borrow from Lender American Depositary Shares (the “ADSs”) representing ordinary shares of Qimonda AG (the “Company”).
INTERCOMPANY AGREEMENT dated ___February 2008 between Infineon Technologies AG, with its registered office in Neubiberg, Germany, registered in the Commercial Register in Munich under HRB 126492Intercompany Agreement • February 7th, 2008 • Qimonda Finance LLC • Semiconductors & related devices
WHEREAS, Infineon, together with its wholly owned subsidiary Infineon Technologies Investment B.V. (“Infineon BV”), currently holds 77.47% of the 342,000,001 ordinary shares of Qimonda (the “Shares”);
UNDERWRITING AGREEMENTUnderwriting Agreement • February 7th, 2008 • Qimonda Finance LLC • Semiconductors & related devices • New York
QIMONDA AG GUSTAV-HEINEMANN RING 212 D-81739 MUNICH GERMANYQimonda Finance LLC • February 7th, 2008 • Semiconductors & related devices • New York
Reference is made to the Deposit Agreement, dated as of August 14, 2006 (the “Deposit Agreement”), by and among Qimonda AG, a company incorporated under the laws of the Federal Republic of Germany (the “Company”), Citibank, N.A., as Depositary (Citibank in such capacity, the “Depositary”), and the Holders and Beneficial Owners of American Depositary Shares (the “ADSs”) issued thereunder. All capitalized terms used, but not otherwise defined, herein shall have the meaning assigned thereto in the Deposit Agreement.
