LIMITED LIABILITY COMPANY AGREEMENT OF QIMONDA FINANCE LLCLimited Liability Company Agreement • September 11th, 2007 • Qimonda Finance LLC • Semiconductors & related devices • Delaware
This Limited Liability Company Agreement (this “Agreement”) of Qimonda Finance LLC (the “Company”) is entered into by Qimonda AG, a German corporation, as the sole member (the “Member”).
QIMONDA FINANCE LLC, as Issuer QIMONDA AG, as Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, as Trustee INDENTURE Dated as of February 13, 2008 DEBT SECURITIESIndenture • February 22nd, 2008 • Qimonda Finance LLC • Semiconductors & related devices • New York
INDENTURE, dated as of February 13, 2008, between Qimonda Finance LLC, a Delaware limited liability company (the “Issuer”), having its principal office at 3000 CentreGreen Way, Cary, North Carolina, United States of America, Qimonda AG, a German stock corporation (the “Guarantor”), having its principal office at Gustav-Heinemann-Ring 212, 81739 Munich, Federal Republic of Germany, and Deutsche Bank Trust Company Americas, a New York banking corporation (the “Trustee”).
QIMONDA FINANCE LLC, As Issuer, QIMONDA AG, As Guarantor and DEUTSCHE BANK TRUST COMPANY AMERICAS, As Trustee, Paying Agent and Conversion Agent FIRST SUPPLEMENTAL INDENTURE Dated as of February 13, 2008Indenture • February 22nd, 2008 • Qimonda Finance LLC • Semiconductors & related devices • New York
THIS FIRST SUPPLEMENTAL INDENTURE, dated as of February 13, 2008, between Qimonda Finance LLC, a limited liability company organized and existing under the laws of the State of Delaware (the “Issuer”), Qimonda AG, a stock corporation incorporated in the Federal Republic of Germany (the “Guarantor”), and Deutsche Bank Trust Company Americas, a New York banking corporation, as trustee (the “Trustee”), paying agent (the “Paying Agent”) and conversion agent (the “Conversion Agent”).
Contribution Agreement between Infineon Technologies Investment B.V., Rotterdam, The Netherlands, registered in the Commercial Register of Rotterdam (Kamer van Koophandel) under the number 24338361 - hereinafter referred to as “IFRTM” - and Qimonda...Contribution Agreement • September 11th, 2007 • Qimonda Finance LLC • Semiconductors & related devices
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.
AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF QIMONDA FINANCE LLCLimited Liability Company Agreement • September 11th, 2007 • Qimonda Finance LLC • Semiconductors & related devices • Delaware
This Amended and Restated Limited Liability Company Agreement (this “Agreement”) of Qimonda Finance LLC (the “Company”) is entered into by Qimonda AG, a German corporation, as the sole member (the “Member”).
Qimonda AG Confidential Materials Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Portions denoted by [***]. Second Addendum to the Product Purchase And Capacity Reservation Agreement 300mm -hereinafter referred...Qimonda Finance LLC • September 11th, 2007 • Semiconductors & related devices
WHEREAS, Infineon and Winbond, on May 02, 2002, have entered into that certain Know How Transfer Agreement regarding Infineon’s 110nm DRAM technology for use with certain DRAM products and that certain Product Purchasing and Capacity Reservation Agreement and its First Addendum related thereto;
