Exhibit 10.158


 


[***] DENOTES CONFIDENTIAL MATERIALS OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.


 


INTEL/MICRON CONFIDENTIAL


 


BOISE SUPPLY AGREEMENT


 


This BOISE SUPPLY AGREEMENT (the “Agreement”), is
made and entered into as of this 6th day of January, 2006 (the “Effective Date”), by and between IM Flash Technologies, LLC,
a Delaware limited liability company (the “Joint Venture Company”)
and Micron Technology, Inc., a Delaware corporation (“Micron”).


 


RECITALS


 


A.            The Joint Venture
Company is engaged in the manufacture, assembly and test of NAND Flash Memory
Products (as defined hereinafter) and desires additional capacity of NAND Flash
Probed Wafers;


 


B.            Micron possesses the
ability to manufacture Probed Wafers for NAND Flash Memory Products; and


 


C.            Micron desires to
provide and the Joint Venture Company desires Micron to supply Probed Wafers to
the Joint Venture Company upon the terms and subject to the conditions set
forth in this Agreement (each, a “Party” and
collectively, the “Parties”).


 


AGREEMENT


 


NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the Parties intending to be
legally bound do hereby agree as follows.


 


ARTICLE 1

DEFINITIONS; CERTAIN INTERPRETIVE MATTERS


 


1.1           Definitions.  In addition to the terms defined elsewhere in
this Agreement, capitalized terms used in this Agreement shall have the
respective meanings set forth in Exhibit A.


 


1.2           Certain Interpretive
Matters.


 


(a)           Unless the context
requires otherwise, (1) all references to Sections, Articles, Exhibits,
Appendices or Schedules are to Sections, Articles, Exhibits, Appendices or
Schedules of or to this Agreement, (2) each of the Schedules will apply
only to the corresponding Section or subsection of this Agreement, (3) each
accounting term not otherwise defined in this Agreement has the meaning
commonly applied to it in accordance with GAAP, (4) words in the singular
include the plural and visa versa, (5) the term “including” means “including
without limitation,” and (6) the terms “herein,” “hereof,”
“hereunder” and words of similar import shall mean references to this
Agreement as a whole and not to any individual Section or portion hereof.
All references to $ or dollar amounts will be to lawful currency of the United
States of America. All references to “day” or “days” will mean
calendar days and all references to “quarter(ly)”, “month(ly)” or
“year(ly)” will mean Fiscal Quarter, Fiscal Month or Fiscal Year,
respectively, unless specifically identified otherwise.


 





















 


(b)           No provision of this
Agreement will be interpreted in favor of, or against, any of the Parties by
reason of the extent to which any such Party or its counsel participated in the
drafting thereof or by reason of the extent to which any such provision is
inconsistent with any prior draft of this Agreement or such provision.


 


ARTICLE 2

MICRON’S SUPPLY OBLIGATIONS


 


2.1           Micron’s Supply
Obligations.


 


(a)           General. Micron
will manufacture, sell and deliver to the Joint Venture Company Probed Wafers
in accordance with the Specifications, Performance Criteria and the
Manufacturing Plan as provided in the terms and conditions contained herein.


 


(b)           Micron Manufacturing
Location.  Unless otherwise agreed to
by the Parties, all manufacture of Probed Wafers by Micron under this Agreement
shall be performed at Micron’s NAND product line in Boise, Idaho (“NAND Product Line”).


 


2.2           Specifications.  The Joint Venture Company shall provide the
Specifications for the Probed Wafers supplied hereunder.


 


2.3           Performance Criteria.  The Joint Venture Company and Micron shall
develop mutually agreed Performance Criteria to evaluate Micron’s performance
hereunder.  The initial Performance
Criteria are set forth on Schedule 2.3 and the Parties shall
further define such Performance Criteria within sixty (60) days of the
Effective Date.


 


2.4           Micron’s
Manufacturing Process and Control. The Joint Venture Company and Micron
will review Micron’s control and process mechanisms, including but not limited
to such mechanisms that are designed to be utilized in meeting or exceeding all
parameters of the Specification and the Performance Criteria with respect to
the supply of Probed Wafers hereunder for the Joint Venture Company.  The Parties agree to work together in good
faith to define mutually agreeable control and process mechanisms relating to
the following areas: [***].


 


2.5           [***].  In addition to the quarterly review and
monthly report requirements set forth in ARTICLES 3 and 5, Micron will
promptly notify the Joint Venture Company of all [***].


 


2.6           Equipment.  Micron shall utilize certain existing
equipment to provide the manufacturing capacity to support the initial
Manufacturing Plan as defined in the LLC Operating Agreement.  Micron will procure additional manufacturing
equipment as specified in Schedule 2.6 (“Additional Equipment”),
which is required to meet the Manufacturing Plan hereunder.


 


2





















 


2.7           Maskworks.  Masks required to manufacture the Probed
Wafers will either be provided by the Joint Venture Company or purchased by
Micron hereunder.  Such masks will only
be used to produce Probed Wafers for the Joint Venture Company.  If the Joint Venture Company does not provide
the masks required hereunder, then the Joint Venture Company shall provide to
Micron in a timely manner all of the information, in the form typically
required, for Micron to purchase the required masks.  Masks will be repaired and replaced solely at
mask operations which have been approved by the Joint Venture Company, which
approval shall not be unreasonably withheld. 
[***].


 


2.8           Materials.  Unless otherwise provided by the Joint
Venture Company, Micron shall be responsible for providing all materials
required for the manufacture and supply the Probed Wafers hereunder.  All such materials procured by Micron shall
be included in the pricing set forth on Schedule 4.6.  Micron shall endeavor to manage the entire
supply chain hereunder, including equipment, materials, systems, and
subcontractors, if any, to create efficiency and maximize the Performance
Criteria. To the extent that the Joint Venture Company desires to provide
certain materials hereunder, the Parties shall work together in good faith on
the timing and manner of providing such materials so as it can be accommodated
within Micron’s business and manufacturing systems.


 


2.9           Traceability and
Data Retention.  Micron and the Joint
Venture Company shall review Micron’s traceability systems in regards to
manufacturing processing information [***]. 
The Parties shall agree upon the data to be traced through such system
and which data shall be available with real-time access or otherwise.  Micron agrees to maintain such data for a
minimum of [***]  from the date of
manufacture of the Probed Wafer lot. 
[***] to the same extent that such access is available to Micron,
subject to system limitations related to the exclusion of non-NAND data.  The Joint Venture Company may provide its
customers with such data, subject to any confidentiality requirements.


 


2.10         Business Continuity
Plan.  Micron and the Joint Venture
Company will review Micron’s Business Continuity Plan as it relates to Micron’s
supply of Probed Wafers hereunder.  If
the Joint Venture Company requests any changes or additions to Micron’s
existing Business Continuity Plan, the Parties shall work together in good
faith to resolve any such requests.  The
Joint Venture Company may provide Micron’s Business Continuity Plan to its
customers, subject to any confidentiality requirements.


 


2.11         Compliance with
Customer Requirements.  The Joint
Venture Company will inform Micron in writing of any auditable supplier
requirements for Probed Wafers supplied hereunder, which are requested by the
Joint Venture Company’s customers. 
Micron and the Joint Venture Company shall work together in good faith
to resolve any such requests.


 


2.12         Equivalency of
Operations.  [***].


 


3





















 


2.13         Secondary Silicon.  To the extent any Secondary Silicon is
produced in the course of Micron’s supplying the Probed Wafers under this
Agreement, it shall be provided by Micron to the Joint Venture Company, which
shall provide the Secondary Silicon to the Members in accordance with the Sharing
Interests at the time.  Micron shall
provide forecast and quantity reports on Secondary Silicon to the Joint Venture
Company, to the extent that such are reasonably available. ALL SECONDARY
SILICON PROVIDED HEREUNDER IS PROVIDED “AS IS,” “WHERE IS” WITH ALL FAULTS
AND DEFECTS BASIS WITHOUT WARRANTY OF ANY KIND.


 


2.14         Option to Designate
WIP.  [***].


 


ARTICLE 3

PLANNING MEETINGS, FORECASTS AND MANUFACTURING PLAN


 


3.1           Planning and
Forecasting.


 


(a)           Micron shall furnish
the Joint Venture Company with a forecast on a Fiscal Quarter basis, on a schedule agreed
by the Parties, which includes the following information, collectively the (“Planning Forecast”):


 


[***].


 


(b)           Proposed Loading
Plan.  Based on the Planning
Forecast, the Joint Venture Company shall develop a [***] Proposed Loading
Plan, which will be a proposed loading plan for Probed Wafers for such period (“Proposed Loading Plan”). The Joint Venture Company shall
provide Micron with the Proposed Loading Plan at least [***] ([***]) days prior
to its review by the Manufacturing Committee.


 


4





















 


(c)           Quarterly Review of
Manufacturing Plan.  The Joint
Venture Company will submit the Proposed Loading Plan, the Planning Forecast
and other requested information to the Manufacturing Committee for
endorsement.  Once endorsed by the
Manufacturing Committee, the Proposed Loading Plan shall become the adopted
Manufacturing Plan for provision of Probed Wafers hereunder.


 


3.2           Performance Reviews
and Reports.  Micron and the Joint
Venture Company shall meet each Fiscal Quarter to discuss the Performance
Criteria and the most recent monthly report. 
Micron shall provide the Joint Venture Company a monthly report, on a
date to be agreed by the Parties, which will include the following information:


 


(a)           Describes [***];


 


(b)           Describes [***];


 


(c)           Describes [***]; and


 


(d)           Identifies [***].


 


3.3           Performance Reviews.  The Parties shall hold monthly meetings on
dates agreed by the Parties, with the primary purpose of such monthly meetings
to be the [***].


 


ARTICLE 4

PURCHASE AND SALE OF PRODUCT


 


4.1           Product Quantity.  The intent of the Parties is that the Joint
Venture Company shall order and purchase from Micron [***]
of Probed Wafers [***].  [***].


 


4.2           Placement of
Purchase Orders.  Prior to the
commencement of every Fiscal Quarter or another time period agreed by the
Parties, the Joint Venture Company shall place a non-cancelable blanket
purchase order in writing (via e-mail or facsimile transmission) for the Probed
Wafers to be supplied by Micron in the following Fiscal Quarter as indicated in
the Manufacturing Plan (each such order, a “Purchase
Order”).  The Joint Venture
Company may issue change orders to such Purchase Orders to reflect changes in
the Manufacturing Plan, provided that such changes can be reasonably
accommodated within Micron’s NAND operations, without disrupting the on-going
production in a manner that negatively impacts the previously placed Purchase
Orders.  The Joint Venture Company and
Micron will work to


 


5





















 


accommodate any such changes and minimize the
impact upon the Micron’s NAND operations. 
The Joint Venture Company may also request special engineering or hot
lots in accordance with Section II (e) of Schedule 4.6.  In the case of any conflict between the terms
and conditions of this Agreement and the terms and conditions of any Purchase
Order or other document issued by the Joint Venture Company or Micron in
connection with this Agreement or any addition to any terms and condition in
this Agreement in any such documents, the terms and conditions of this
Agreement shall control.


 


4.3           Shortfall.  Micron shall promptly notify the Joint
Venture Company in writing of any inability to meet a Purchase Order commitment
to the Joint Venture Company.


 


4.4           Acceptance of
Purchase Order.  Each Purchase Order
that corresponds to the Manufacturing Plan in the manner contemplated by Section 4.2
and, and is otherwise free of errors, shall be deemed accepted by Micron upon receipt
and shall be binding on the Parties, to the extent not inconsistent with the
Manufacturing Plan.


 


4.5           Content of Purchase
Orders.  Each Purchase Order shall
specify the following regarding the Probed Wafers:


 


(a)           Purchase Order number;


 


(b)           Description and part
number for each Probed Wafer;


 


(c)           Ordered quantity of
each different product for the period;


 


(d)           Projected Price for
period covered by the Purchase Order;


 


(e)           Requested delivery
date;


 


(f)            Place of delivery; and


 


(g)           Other terms (if any).


 


4.6           Pricing. Pricing
for the Probed Wafers shall be pursuant to Schedule 4.6, attached
hereto and incorporated herein by this reference.


 


4.7           Taxes.


 


(a)           General.  All sales, use and other transfer taxes
imposed directly on or solely as a result of the sale of products and payments
therefore provided herein shall be stated separately on Micron’s invoice,
collected from he Joint Venture Company and shall be remitted by Micron to the
appropriate tax authority (“Recoverable Taxes”),
unless the Joint Venture Company provides valid proof of tax exemption. When
property is delivered and/or services are provided or the benefit of services
occurs within jurisdictions in which collection and remittance of taxes by the
Joint Venture Company is required by law, Micron shall have sole responsibility
for payment of said taxes to the appropriate tax authorities. In the event such
taxes are Recoverable Taxes and Micron does not collect tax from the Joint
Venture Company or pay such taxes to the appropriate governmental entity on a
timely basis, and is subsequently audited by any tax authority, liability of
the Joint Venture Company will be limited to the tax assessment for such
Recoverable Taxes, with no reimbursement for penalty or interest charges or
other amounts incurred in connection therewith. Notwithstanding anything herein
to the contrary, taxes other 


 


6





















 


than
Recoverable Taxes shall not be reimbursed by the Joint Venture Company, and
each Party is responsible for its own respective income taxes (including
franchise and other taxes based on net income or a variation thereof), taxes
based upon gross revenues or receipts, and taxes with respect to general
overhead, including but not limited to business and occupation taxes, and such
taxes shall not be Recoverable Taxes.


 


(b)           Withholding Taxes.  In the event that the Joint Venture Company
is prohibited by law from making payments to Micron unless the Joint Venture
Company deducts or withholds taxes therefrom and remits such taxes to the local
taxing jurisdiction, then the Joint Venture Company shall duly withhold and
remit such taxes and shall pay to Micron the remaining net amount after the
taxes have been withheld.  Such taxes
shall not be Recoverable Taxes and the Joint Venture Company shall not
reimburse Micron for the amount of such taxes withheld.


 


4.8           Invoicing.  Micron shall invoice the Joint Venture
Company on a monthly basis in accordance with the pricing provided in Schedule 4.6.  All amounts owed under this Agreement are
stated, calculated and shall be paid in United States Dollars.  Except as otherwise specified in this
Agreement, the Joint Venture Company shall pay Micron for the amounts due,
owing, and duly invoiced under this Agreement within [***] ([***]) days
following delivery of an invoice therefore to such place as Micron may
reasonably direct therein.


 


4.9           Payment to Vendors.  Micron shall be responsible for and shall
hold the Joint Venture Company harmless for any and all payments to Micron’s
vendors or suppliers utilized in the performance of this Agreement.


 


4.10         Delivery, Title and
Risk of Loss.  The Joint Venture
Company shall hold title to all Prime Wafers prior to Wafer Start and all WIP
and Probed Wafers thereafter.  Micron
shall hold risk of loss or damage to Prime Wafers, WIP and Probed Wafers until
the Probed Wafers are tendered to the carrier for shipment or transferred to
the assembly location, if Micron is performing the assembly services.


 


4.11         Packaging and Shipping.  The packaging of the Probed Wafers supplier
hereunder shall be in conformance with: (i) the Specifications, as
applicable; (ii) the Joint Venture Company’s reasonable instructions; (iii) general
industry standards to ensure resistance to damage that may occur during
transportation. Micron shall mark all shipping containers with necessary
lifting, handling, and shipping information, Purchase Order number, date of
shipment, and the names of the Joint Venture Company and applicable customer,
is any.  If no instructions are given,
Micron shall select the most cost effective carrier, given the time constraints
known to Micron.  At the Joint Venture
Company’s request, Micron will provide drop-shipment of Probed Wafers to the
Joint Venture Company’s customers or as otherwise directed by the Joint Venture
Company.


 


4.12         Shipment Charges.  In order to ensure timely and complete
shipment of Probed Wafers to the Joint Venture Company, Micron shall arrange
for shipping to the Joint Venture Company’s customer or assembly services
provider.  To the extent that the
shipping charges, insurance, taxes, customs charges and any fees and duties in
connection with such shipment are not charged to directly to a Joint Venture
Company account, Micron shall pay such costs and invoice them to the Joint Venture
Company under the appropriate services agreement between the Parties.


 


7





















 


4.13         Customs Clearance.  Upon the Joint Venture Company’s request,
Micron will promptly provide the Joint Venture Company with a statement of
origin for all Probed Wafers and with applicable customs documentation for
Probed Wafers wholly or partially manufactured outside of the country of
import.


 


ARTICLE 5

VISITATIONS, AUDITS AND MANAGEMENT REVIEWS


 


5.1           Visits.  Micron will support the Joint Venture Company’s
and its customers’ reasonable requests for visits to the NAND Product Line
utilized hereunder for the supply of Probed Wafers for the purpose of reviewing
performance of production of Probed Wafers, including requests for further information
and assistance in troubleshooting performance issues. Such requests shall be
reasonably granted by Micron so long as such visits and meetings do not unduly
interfere with Micron’s operations and business affairs.


 


5.2           Inventory Audit.  Micron will grant reasonable access to the
Joint Venture Company’s personnel or appointed auditors to conduct an annual
inventory audit of the inventory of WIP and Probed Wafers.  Such annual audit shall be coordinated by
Micron according to its standard inventory procedures and shall be conducted in
such a manner as to minimize disruptions to the performance Micron’s operations
and business affairs.  Any such annual
audit will be pre-scheduled to coincide with a monthly, quarterly or yearly
cut-off as reported by Micron or as otherwise agreed to by both Parties.


 


5.3           Performance Audit.  The Joint Venture Company representatives
shall be allowed to visit Micron’s NAND Product Line during normal working
hours upon reasonable advanced written notice to Micron for the purposes of
auditing the processes and compliance with any requirements set forth in this
Agreement.  Upon completion of the audit,
Micron and the Joint Venture Company shall work in good faith to agree to an
audit closure plan, which will be documented in the audit report issued by the
Joint Venture Company.  If the Joint
Venture Company requests any changes or additions to Micron’s existing process
and control mechanisms, the Parties shall work together in good faith to
resolve any such requests.


 


5.4           Audit of Pricing and
Additional Equipment.  The Joint
Venture Company reserves the right to have Micron’s books and records related
to the pricing of Probed Wafers and the purchase of Additional Equipment
hereunder inspected and audited not more than [***] during any Fiscal Year to
ensure compliance with Schedules 2.6 and 4.6 of this Agreement in
regards to pricing of the Probed Wafers.  Such audit will be performed by
an independent third party auditor acceptable to both Parties at the Joint
Venture Company’s expense.  If the
Parties cannot agree, the Joint Venture Company may select one of the major
internationally recognized audit firms, which is not the auditor for either of
the Joint Venture Company’s customers. 
The Joint Venture Company shall provide [***] ([***]) days advance
written notice to Micron of its desire to initiate an audit and the audit shall
be scheduled so that it does not adversely impact or interrupt Micron’s
business operations. If the audit reveals any material discrepancies, Micron or
the Joint Venture Company shall reimburse the other, as applicable, for any
material discrepancies within [***] ([***]) days after completion of the
audit.  The results of such audit shall be kept confidential by the
auditor and only the discrepancies shall be reported to the Parties and


 


8





















 


its customers, and be limited to the (i) discrepancies
identified by the audit, (ii) results of the physical inspection of the
Additional Equipment;  and, (iii) subject
to any limitations imposed by law, results regarding purchase and utilization
of such Additional Equipment. 
Notwithstanding the foregoing, any auditor reports shall not disclose
any Micron pricing or terms of purchase for any purchases of materials or equipment
hereunder to the Joint Venture Company’s customers other than Micron, absent
written agreement from the customers’ respective legal counsel.  If any audit reveals a material discrepancy,
the Joint Venture Company may increase the frequency of such audits to
quarterly for the subsequent [***] ([***]) month period.


 


ARTICLE 6

REPRESENTATIONS; WARRANTIES; HAZARDOUS MATERIALS; DISCLAIMER


 


6.1           Product Warranty.  Micron warrants that the Probed Wafers
supplied hereunder:


 


(a)           conform in all material
aspects to the agreed Specification;


 


(b)           are free from defects
in materials or workmanship; and


 


(c)           free of liens and
encumbrances, not including any express or implied warranty of non-infringement
and Micron has the necessary right, title, and interest to provide the Probed
Wafers to the Joint Venture Company.


 


Each of the warranties Sections 6.1 (a), (b) and (c) shall
survive any delivery, inspection, acceptance, payment, or resale of the Probed
Wafers.


 


6.2           Warranty Claims.  [***].


 


6.3           Inspections.  The Joint Venture Company may, upon
reasonable advance written notice, request samples of WIP hereunder for
purposes of determining compliance with the Specifications and Performance
Criteria hereunder, provided that the provision of such samples shall not
materially impact Micron’s NAND Product Line or its ability to meet delivery


 


9





















 


requirements
under any accepted Purchase Order.  Prior
to requesting such samples, the Joint Venture Company shall use good faith
efforts to determine compliance using alternative methods, including but not
limited to the review of data provided pursuant to Section 2.9.  Any samples provided hereunder shall be: (i) limited
in quantity to the amount reasonably necessary for the purposes hereunder; (ii) included
in the pricing; and (iii) included in any performance requirements, if
any.  Micron shall provide reasonable
assistance for the safety and convenience of the Joint Venture Company in
obtaining the samples in such manner as shall not unreasonably hinder or delay
Micron’s performance.


 


6.4           Hazardous Materials.


 


(a)           If Probed Wafers
provided hereunder include Hazardous Materials as determined in accordance with
applicable law, Micron represents and warrants that Micron and Micron’s employees,
agents, and subcontractors, if any, actually working with such materials in
supplying the Probed Wafers hereunder to the Joint Venture Company shall be
trained in accordance with applicable law regarding the nature of and hazards
associated with the handling, transportation and use of such Hazardous
Materials, as applicable to Micron.


 


(b)           To the extent required
by applicable law, Micron shall provide the Joint Venture Company with Material
Safety Data Sheets (MSDS) either prior to or accompanying any delivery of
Probed Wafers to the Joint Venture Company.


 


6.5           Disclaimer.  [***].


 


ARTICLE 7

CONFIDENTIALITY


 


7.1           Protection and Use
of Confidential Information.  All
information provided, disclosed or obtained in connection with this Agreement
or the performance of any of the Parties’ activities under this Agreement shall
be subject to all applicable provisions of the Confidentiality Agreement.  Furthermore, the terms and conditions of this
Agreement shall be considered “Confidential Information”
under the Confidentiality Agreement for which each Party is considered a “Receiving Party” under such agreement.  To the extent there is a conflict between
this Agreement and the Confidentiality Agreement, the terms of this Agreement
shall control.


 


10





















 


ARTICLE 8

INDEMNIFICATION


 


8.1           Mutual General
Indemnity.  [***].


 


8.2           General Procedures.  Promptly after the receipt by any Indemnified
Party of a notice of any Third Party Claim that an Indemnified Party seeks to
be indemnified under this Agreement, such Indemnified Party shall give written
notice of such Third Party Claim to the Indemnifying Party, stating in
reasonable detail the nature and basis of each allegation made in the Third
Party Claim and the amount of potential Indemnified Losses with respect to each
allegation, to the extent known, along with copies of the relevant documents
received by the Indemnified Party evidencing the Third Party Claim and the
basis for indemnification sought. 
Failure of the Indemnified Party to give such notice shall not relieve
the Indemnifying Party from liability on account of this indemnification,
except if and only to the extent that the Indemnifying Party is actually
prejudiced by such failure or delay. 
Thereafter, the Indemnified Party shall deliver to the Indemnifying
Party, promptly after the Indemnified Party’s receipt thereof, copies of all
notices and documents (including court papers) received by the Indemnified
Party relating to the Third Party Claim. 
The Indemnifying Party shall have the right to assume the defense of the
Indemnified Party with respect to such Third Party Claim upon written notice to
the Indemnified Party delivered within [***] ([***]) days after receipt of the
particular notice from the Indemnified Party. 
So long as the Indemnifying Party has assumed the defense of the Third
Party Claim in accordance herewith and notified the Indemnified Party in
writing thereof: (i) the Indemnified Party may retain separate co-counsel
at its sole cost and expense and participate in the defense of the Third Party
Claim, it being understood that the Indemnifying Party shall pay all reasonable
costs and expenses of counsel for the Indemnified Party after such time as the
Indemnified Party has notified the Indemnifying Party of such Third Party Claim
and prior to such time as the Indemnifying Party has notified the Indemnified
Party that it has assumed the defense of such Third Party Claim; (ii) the
Indemnified Party shall not file any papers or, other than in connection with a
settlement of the Third Party Claim, consent to the entry of any judgment
without the prior written consent of the Indemnifying Party (not to be
unreasonably withheld, conditioned or delayed); and (iii) the Indemnifying
Party will not consent to the entry of any judgment or enter into any
settlement with respect to the Third Party Claim (other than a judgment or
settlement that is solely for money damages and is accompanied by a release of
all indemnifiable claims against the Indemnified Party) without the prior
written consent of the Indemnified Party (not to be unreasonably withheld,
conditioned or delayed).  Whether or not
the Indemnifying Party shall have assumed the defense of the Indemnified Party


 


11





















 


for a Third Party Claim, such Indemnifying Party shall not be obligated
to indemnify and hold harmless the Indemnified Party hereunder for any consent
to the entry of judgment or settlement entered into with respect to such Third
Party Claim without the Indemnifying Party’s prior written consent, which
consent shall not be unreasonably withheld, conditioned or delayed.


 


(a)           Equitable Remedies.  In the case of any Third Party Claim where
the Indemnifying Party reasonably believes that it would be appropriate to
settle such Third Party Claim using equitable remedies (i.e., remedies
involving the future activity and conduct of the Joint Venture Company), the
Indemnifying Party and the Indemnified Party shall work together in good faith
to agree to a settlement; provided, however, that no Party shall be under any
obligation to agree to any such settlement.


 


(b)           Treatment of
Indemnification Payments; Insurance Recoveries.  Any indemnity payment under this Agreement
shall be decreased by any amounts actually recovered by the Indemnified Party
under third party insurance policies with respect to such Indemnified Losses
(net of any premiums paid by such Indemnified Party under the relevant
insurance policy), each Party agreeing;  (i) to
use all reasonable efforts to recover all available insurance proceeds; and (ii) to
the extent that any indemnity payment under this Agreement has been paid by the
Indemnifying Party to the Indemnified Party prior to the recovery by the
Indemnified Party of such insurance proceeds, the amount of such insurance
proceeds actually recovered by the Indemnified Party shall be promptly paid to
the Indemnifying Party.


 


(c)           Certain Additional
Procedures.  The Indemnified Party
shall cooperate and assist the Indemnifying Party in determining the validity
of any Third Party Claim for indemnity by the Indemnified Party and in
otherwise resolving such matters.  The
Indemnified Party shall cooperate in the defense by the Indemnifying Party of
each Third Party Claim (and the Indemnified Party and the Indemnifying Party
agree with respect to all such Third Party Claim that a common interest
privilege agreement exists between them), including:, (i) permitting the
Indemnifying Party to discuss the Third Party Claim with such officers,
employees, consultants and representatives of the Indemnified Party as the
Indemnifying Party reasonably requests; (ii)  providing to the
Indemnifying Party copies of documents and samples of products as the
Indemnifying Party reasonably requests in connection with defending such Third
Party Claim; (iii)  preserving all properties, books, records, papers,
documents, plans, drawings, electronic mail and databases of the Joint Venture
Company and relating to matters pertinent to the conduct of the Joint Venture
Company under the Indemnified Party’s custody or control in accordance with
such Party’s corporate documents retention policies, or longer to the extent
reasonably requested by the Indemnifying Party; (iv) notifying the
Indemnifying Party promptly of receipt by the Indemnified Party of any subpoena
or other third party request for documents or interviews and testimony; (v) providing
to the Indemnifying Party copies of any documents produced by the Indemnified
Party in response to or compliance with any subpoena or other third party
request for documents; and (vi) except to the extent inconsistent with the
Indemnified Party’s obligations under applicable law and except to the extent
that to do so would subject the Indemnified Party or its employees, agents or
representatives to criminal or civil sanctions, unless ordered by a court to do
otherwise, not producing documents to a third party until the Indemnifying
Party has been provided a reasonable opportunity to review, copy and assert
privileges covering such documents.


 


12





















 


ARTICLE 9

LIMITATION OF LIABILITY


 


9.1           Damages Limitation.  [***].


 


9.2           Damages Cap.  [***].


 


9.3           Exclusions and
Mitigation.  Sections 9.1 and
9.2 will not apply to either Party’s breach of ARTICLE 7,
and Section 9.2 shall not apply to the Joint Venture Company’s
payment obligations for Probed Wafers. Each Party shall have a duty to use
commercially reasonable efforts to mitigate damages for which the other Party
is responsible.


 


9.4           Losses.  Except
as provided under Section 8.1 the Joint Venture Company and Micron
each shall be responsible for Losses to their respective tangible personal or
real property (whether owned or leased), and each Party agrees to look only to
their own insurance arrangements with respect to such damages.  The Joint Venture Company and Micron waive
all rights to recover against each other, including each Party’s insurers’
subrogation rights, if any, for any loss or damage to their respective tangible
personal property or real property (whether owned or leased) from any cause
covered by insurance maintained by each of them, including their respective
deductibles or self-insured retentions. 
Notwithstanding the foregoing, in the event of Losses hereunder
involving a property, transit or crime event or occurrence that: (i) is
insured under Micron’s insurance policies; (ii) a single insurance
deductible applies; and (iii) the loss event or occurrence affects the
insured ownership or insured legal interests of both Parties, then the Parties
shall share the cost of the deductible in proportion to each Party’s insured
ownership or legal interests in relative proportion to the total insured
ownership or legal interests 


 


13





















 


of the Parties.


 


ARTICLE 10

TERM AND TERMINATION


 


10.1         Term.  The term of this Agreement commences on the
Effective Date and continues until the earlier of: (i) five (5) years
from the Effective Date, (ii) termination by mutual agreement of the
Parties; or (iii) termination by either Party pursuant to Section 10.3
(such period of time, the “Term”). 
[***].  In addition, upon a [***]
pursuant to the LLC Operating Agreement, the [***].  Notwithstanding the foregoing, in the event
of such a [***] pursuant to the LLC Operating Agreement, all payments [***].


 


10.2         Renewal Terms.  The Parties may extend the term of this
Agreement beyond the expiration of the initial term as set forth in Section 10.1(i) upon
mutual agreement.


 


10.3         Termination for Cause.  Either party may terminate this Agreement for
cause if the other party materially breaches this Agreement and fails to cure
the same within one hundred eighty (180) days after receipt of written notice
from the non-breaching party. In the event that the Joint Venture Company
terminates the Agreement for cause hereunder, the Probed Wafer Output
Performance Metric in Section III-V of Schedule 4.6 shall be
the Joint Venture Company’s sole remedy for such termination.  Notwithstanding any provision to the
contrary, if Micron terminates the Agreement for cause hereunder, Sections
III-V of Schedule 4.6 shall not survive termination and neither the
Joint Venture Company nor any of its Members shall be entitled to any payments
there under commencing with the date of the Joint Venture Company’s material
breach, which resulted in the termination for cause hereunder.


 


10.4         Survival.  Termination of this Agreement shall not
affect any of the Parties’ respective rights accrued or obligations owed before
termination, including any rights or obligations of the Parties in respect of
any accepted Purchase Orders existing at the time of termination. In addition,
the following shall survive termination of this Agreement for any reason: Sections
4.7, 4.8, 5.4, 6.2, 6.5 and 7.1 and ARTICLES 7, 8, 9, and 11.  The survival of Sections III - V of Schedule 4.6
shall be governed by Section 10.3 and Section V of Schedule 4.6.


 


14





















 


ARTICLE 11

MISCELLANEOUS


 


11.1         Force Majeure Events.  The Parties shall be excused from any failure
to perform any obligation hereunder to the extent such failure is caused by a
Force Majeure Event.  A Force Majeure
Event shall operate to excuse a failure to perform an obligation hereunder only
for the period of time during which the Force Majeure Event renders performance
impossible or infeasible and only if the Party asserting Force Majeure as an
excuse for its failure to perform has provided written notice to the other
party specifying the obligation to be excused and describing the events or conditions
constituting the Force Majeure Event.  As
used herein, “Force Majeure Event” means the occurrence of an event or
circumstance beyond the reasonable control of the Party failing to perform,
including, without limitation, (a) explosions, fires, flood, earthquakes,
catastrophic weather conditions, or other elements of nature or acts of God; (b) acts
of war (declared or undeclared), acts of terrorism, insurrection, riots, civil
disorders, rebellion or sabotage; (c) acts of federal, state, local or foreign
governmental authorities or courts; (d) labor disputes, lockouts, strikes
or other industrial action, whether direct or indirect and whether lawful or
unlawful; (e) failures or fluctuations in electrical power or
telecommunications service or equipment; and (f) delays caused by the
other Party’s nonperformance hereunder.


 


11.2         Assignment.  Except as otherwise provided in the Joint
Venture Documents, neither this Agreement nor any right or obligation hereunder
may be assigned or delegated by either Party in whole or in part to any other
Person, other than a Wholly-Owned Subsidiary of such Party, without the prior
written consent of the non-assigning Party.  Any purported assignment in
violation of the provisions of this Section shall be null and void and
have no effect.  This Agreement shall be
binding upon and inure to the benefit of the permitted successors and permitted
assigns of each Party hereto.


 


11.3         Compliance with Laws
and Regulations.  Each of the Parties
shall comply with, and shall use reasonable efforts to require that its
respective subcontractors comply with, Applicable Laws relating to this
Agreement and the performance of a Party’s rights hereunder.


 


11.4         Notice.  All notices and other communications
hereunder shall be in writing and shall be deemed given upon (a) transmitter’s
confirmation of a receipt of a facsimile transmission, (b) confirmed
delivery by a standard overnight carrier or when delivered by hand, (c) the
expiration of five (5) Business Days after the day when mailed in the
United States by certified or registered mail, postage prepaid, or (d) delivery
in Person, addressed at the following addresses (or at such other address for a
party as shall be specified by like notice):


 


In the case of the Joint
Venture Company:


IM Flash Technologies, LLC


1550 East 3400 North


Lehi, UT 84043


Attention: 
David A. Baglee; Rodney Morgan


Facsimile: (801) 767-5370


 


In the case of Intel:


Intel
Corporation


2200 Mission College Blvd.


Mail Stop SC4-203


Santa Clara, CA 95054


 


15





















 


Attention:  General Counsel


Facsimile: (408) 653-8050


 


with a copy to:


 


Intel Corporation


2200 Mission College Blvd.


Mailstop RN6-46


Santa Clara, CA 95054


Attention:  [***]


Facsimile: [***]


 


In the case of Micron:


Micron Technology, Inc.


8000 S. Federal Way

Boise, ID 83707-0006


Attention:  General Counsel

Facsimile: (208) 368-4540


 


Either Party may change its address for notices upon giving ten (10) days
written notice of such change to the other Party in the manner provided above.


 


11.5         Waiver.  The failure at any time of a Party to require
performance by the other Party of any responsibility or obligation required by
this Agreement shall in no way affect a Party’s right to require such
performance at any time thereafter, nor shall the waiver by a Party of a breach
of any provision of this Agreement by the other Party constitute a waiver of
any other breach of the same or any other provision nor constitute a waiver of
the responsibility or obligation itself.


 


11.6         Severability.  Should any provision of this Agreement be
deemed in contradiction with the laws of any jurisdiction in which it is to be
performed or unenforceable for any reason, such provision shall be deemed null
and void, but this Agreement shall remain in full force in all other respects.
Should any provision of this Agreement be or become ineffective because of
changes in Applicable Laws or interpretations thereof, or should this Agreement
fail to include a provision that is required as a matter of law, the validity
of the other provisions of this Agreement shall not be affected thereby. If
such circumstances arise, the Parties hereto shall negotiate in good faith
appropriate modifications to this Agreement to reflect those changes that are
required by Applicable Law.


 


16





















 


11.7         Third Party Rights.  Nothing in this Agreement, whether express or
implied, is intended or shall be construed to confer, directly or indirectly,
upon or give to any Person, other

than the Parties hereto, any legal or equitable right, remedy or claim under or
in respect of this Agreement or any covenant, condition or other provision
contained herein.


 


11.8         Amendment.  This Agreement may not be modified or amended
except by a written instrument executed by or on behalf of each of the Parties
to this Agreement.


 


11.9         Entire Agreement.  This Agreement and the applicable provisions
of the Confidentiality Agreement, which are incorporated herein and made a part
hereof, together with the Exhibits and Schedules hereto and the agreements and
instruments expressly provided for herein, constitute the entire agreement of
the Parties hereto with respect to the subject matter hereof and supersede all
prior agreements and understandings, oral and written, between the Parties
hereto with respect to the subject matter hereof.


 


11.10       Choice of Law.  [***].


 


11.11       Jurisdiction; Venue.  [***].


 


11.12       Headings.  The headings of the Articles and Sections in
this Agreement are provided for convenience of reference only and shall not be
deemed to constitute a part hereof.


 


11.13       Compliance with Policies.  Each
Party and its employees, contractors or other representatives shall observe and
be subject to all safety, security and other policies and regulations regarding
visitors and contractors while on site at a facility of the other Party or its
Affiliate.  A Party’s employees,
contractors or other representatives who access any facility of the other Party
or its Affiliate shall not interfere with, and except as otherwise agreed by
the Parties, shall not participate in the Party’s business or operations.


 


11.14       Insurance.  Without limiting or qualifying Micron’s
liabilities, obligations, or indemnities otherwise assumed by Micron pursuant
to this Agreement, Micron shall maintain with companies acceptable to the Joint
Venture Company:


 


(a)           Commercial General
Liability with limits of liability not less than $[***] per occurrence and
including liability coverage for bodily injury or property damage (1) assumed
in a contract or agreement pertaining to Micron’s business and (2) arising
out of Micron’s products, Services, or work.  Micron’s insurance shall be
primary with respect to liabilities assumed by Micron in this Agreement to the
extent such liabilities are the subject of


 


17





















 


(b)           Micron’s insurance, and
any applicable insurance maintained by the Joint Venture Company shall be
excess and non-contributing.  The above coverage shall name Parent as
additional insured as respects Micron’s work or services provided to or on
behalf of Parent.


 


(c)           Automobile Liability
Insurance with limits of liability not less than $[***] per accident for bodily
injury or property damage.


 


(d)           Statutory Workers’
Compensation coverage, including a Broad Form All States Endorsement in
the amount required by law, and Employers’ Liability Insurance in the amount of
$[***] per occurrence.  Such insurance shall include mutual insurer’s
waiver of subrogation.


 


11.15       Counterparts.  This Agreement may be executed in several
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


 


[Signature page follows]


 


18





















 


IN WITNESS WHEREOF, this Agreement has been duly executed by and on
behalf of the Parties hereto as of the Effective Date.


 


	
  MICRON TECHNOLOGY, INC.

  	
  IM FLASH
  TECHNOLOGIES, LLC

  
	
   

  	
   

  
	
  By:

  	
  /s/ STEVEN R. APPLETON

  	
   

  	
  By:

  	
  /s/ DAVID A. BAGLEE

  	
   

  
	
  Name: Steven R. Appleton

  	
  Name: David A. Baglee

  
	
  Title: Chief Executive Officer and
  President

  	
  Title: Authorized Officer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RODNEY MORGAN

  	
   

  
	
   

  	
  Name: Rodney Morgan

  
	
   

  	
  Title: Authorized Officer

  
								



 


THIS IS
THE SIGNATURE PAGE FOR THE BOISE SUPPLY AGREEMENT ENTERED INTO BY AND BETWEEN
MICRON TECHNOLOGY, INC. AND IM FLASH TECHNOLOGIES, LLC


 


19





















 


EXHIBIT A



DEFINITIONS


 


In addition to the terms defined elsewhere in this Agreement,
capitalized terms used in this Agreement shall have the respective meanings set
forth below:


 


“Affiliate” means a Person that directly or indirectly through
one or more intermediaries, controls, or is controlled by, or is under common
control with, the Person specified.


 


“Agreement” shall have the meaning set forth in the preamble to
this Agreement.


 


“Applicable Law” means any applicable laws, statutes, rules,
regulations, ordinances, orders, codes, arbitration awards, judgments, decrees
or other legal requirements of any Governmental Entity.


 


“Business Continuity Plan” means a plan to recover the production
process in the event of a natural disaster or any other event that disrupts the
production process or the ability to meet its delivery commitments or satisfy
customer orders.


 


“Business Day” means a day that is not a Saturday, Sunday or
other day on which commercial banking institutions in the State of Delaware are
authorized or required by Applicable Law to be closed.


 


“Confidentiality Agreement” means that Mutual Confidentiality
Agreement by and among the Joint Venture Company, Micron and Intel Corporation
dated as of the Effective Date.


 


“Capacity” means the rate of output (defined in terms of units
per time period), at a particular point in time, at which a particular facility
or set of facilities of Micron (or of a third party on Micron’s behalf) is
capable of producing such units.


 


“Cycle Time” means the time required to process a unit through a
portion of the manufacturing process (e.g., FAB, assembly, or final test) or
through the manufacturing process as a whole.


 


“Effective Date” shall have the meaning set forth in the
preamble to this Agreement.


 


“Excursion” means an occurrence, either during production or
after customer delivery, that is outside normal historical behavior as
established by both Parties in writing in the applicable Specification which
may impact performance, Quality and Reliability, or customer delivery
commitments for Probed Wafers, NAND Flash Memory Product or Known Good Die.


 


“Fiscal Month” means any of the twelve financial accounting
months within Micron’s Fiscal Year.


 


“Fiscal Quarter” means any of the four financial accounting
quarters within Micron’s Fiscal Year.


 


20





















 


“Fiscal Year” means the fiscal year of Micron for financial
accounting purposes.


 


“Flash Memory Integrated Circuit” means a non-volatile memory
integrated circuit that contains memory cells that are electrically
programmable and electrically erasable whereby the memory cells consist of one
or more transistors that have a floating gate, charge-trapping regions or any
other functionally equivalent structure utilizing one or more different charge
levels (including binary or multi-level cell structures), together with any
on-chip control, I/O and other support circuitry.


 


“GAAP” means United States generally accepted accounting
principles as in effect from time to time.


 


“Governmental Entity” means any governmental authority or
entity, including any agency, board, bureau, commission, court, department,
subdivision or instrumentality thereof, or any arbitrator or arbitration panel.


 


“Hazardous Materials” means dangerous goods, chemicals,
contaminants, substances, pollutants or any other materials that are defined as
hazardous by relevant local, state, national, or international law, regulations
and standards.


 


“Indemnified Party” shall mean any of the following to the
extent entitled to seek indemnification under this Agreement: Micron and the
Joint Venture Company, and their respective Affiliates, officers, directors,
employees, agents, assigns and successors.


 


“Indemnified Losses” shall mean all direct, out-of-pocket
liabilities, damages, losses, costs and expenses of any nature incurred by an
Indemnified Party, including reasonable attorneys’ fees and consultants’ fees,
and all damages, fines, penalties and judgments awarded or entered against an
Indemnified Party, but specifically excluding any special, consequential or
other types of indirect damages.


 


“Indemnifying Party” shall mean the Party owing a duty of
indemnification to another Party with respect to a particular Third Party
Claim.


 


“Intel” means Intel Corporation, a Delaware corporation.


 


“Joint Venture Company” means IM Flash Technologies, LLC, a
Delaware limited liability company that is the subject of the Joint Venture
Documents.


 


“Joint Venture Documents” means that certain Master Agreement by
and between Intel Corporation and Micron dated November 18, 2005, and each agreement referenced therein (whether directly or
indirectly through reference in any of such referenced agreements).


 


“Indemnified Party” shall mean any of the following to the
extent entitled to seek indemnification under this Agreement: Intel, Micron,
the Joint Venture Company, and their respective Affiliates, officers,
directors, employees, agents, assigns and successors.


 


“Indemnified Losses” shall mean all direct, out-of-pocket
liabilities, damages, losses, costs and expenses of any nature incurred by an
Indemnified Party, including reasonable attorneys’ fees and consultants’ fees,
and all damages, fines, penalties and judgments awarded or 


 


21





















 


entered against an Indemnified Party, but specifically excluding any
special, consequential or other types of indirect damages.


 


“Indemnifying Party” shall mean the Party owing a duty of
indemnification to another Party with respect to a particular Third Party
Claim.


 


“Losses” mean, collectively, any and all insurable liabilities,
damages, losses, costs and expenses (including reasonable attorneys’ and
consultants’ fees and expenses).


 


“Manufacturing Committee” means the Manufacturing Committee as
defined in Section 8.6 of the LLC Operating Agreement.


 


“Manufacturing Plan” means the manufacturing plan developed
pursuant to Section 8.5(b) of the LLC Operating Agreement.


 


“Members” means Micron and Intel.


 


“Micron” means Micron Technology, Inc., a Delaware
corporation.


 


“NAND Flash Memory Integrated Circuit” means a Flash Memory
Integrated Circuit, where the memory cells included in the Flash Memory
Integrated Circuit are arranged in groups of serially connected memory cells
(each such group of serially connected memory cells called a “string”) in which
the drain of each memory cell of a string (other than the first memory cell in
the string) is connected in series to the source of another memory cell in such
string, the gate of each memory cell in such string is directly accessible, and
the drain of the uppermost bit of such string is coupled to the bitline of the
memory array.


 


“NAND Flash Memory Product” means any NAND Flash Memory Wafer,
NAND Flash Memory Die or NAND Flash Memory Die Package.


 


“Party” and “Parties” shall have the meaning set forth in
the Recitals to this Agreement.


 


“Performance Criteria” means[***].


 


“Person” means any neutral person, corporation, joint stock
company, limited liability company, association, partnership, firm joint
venture, organization, individual, business, trust, estate or any other entity
or organization of any kind or character from any form of association.


 


“Price” shall have the meaning as set forth on Schedule 4.6.


 


“Probe Testing” means testing, using a wafer test program as set
forth in the applicable Specifications, of a wafer that has completed all
processing steps deemed necessary to complete the creation of the desired NAND
Flash Memory Integrated Circuits in the die on such wafer, the purpose of which
test is to determine how many and which of the die meet the applicable criteria
for such die set forth in the Specifications.


 


22





















 


“Prime Wafer” means the raw silicon wafers required, on a
product-by-product basis, for the manufacturer.


 


“Probed Wafer” means a Prime Wafer that has been processed to
the point of containing NAND Flash Memory Integrated Circuits organized in
multiple semiconductor die and that has undergone Probe Testing to the level
requested by the Joint Venture Company, but before singulation of said die into
individual semiconductor die.


 


“Products” means a
Probed Wafer, Known Good Die, or NAND Flash Memory Product, or such other
products that are manufactured by or for the Joint Venture Company.


 


“Purchase Order” shall have the meaning set forth in Section 3.3
hereof.


 


“Quality and Reliability” or “Q&R” means building and
sustaining relationships which assess, anticipate, and fulfill the quality and
reliability standards as set forth in the Specification or Manufacturing Plan
for products and other areas of the Joint Venture or its facilities (including,
environmental health and safety, environmental compliance, employment law).


 


“Receiving Party” shall have the meaning set forth in the
definition of Confidential Information.


 


“Secondary Silicon” shall mean a Prime Wafer that has been
processed to the point of containing NAND Flash Memory Integrated Circuits
organized in multiple semiconductor die and that has undergone Probe Testing: (a) would
otherwise constitute a Probed Wafer but for failure to achieve qualification
and (b) otherwise conform to the applicable Secondary Silicon
Specifications.


 


“Specifications” means those data sheet specifications used to
describe, characterize, and define the quality and performance of NAND Flash
Memory Products, Known Good Die and Probed Wafers, including any interim
performance specifications at Probe Testing or other testing, as such
specifications may be determined from time to time by the Joint Venture Company
in accordance with the Joint Venture Documents.


 


“Term” shall have the meaning set forth in Section 10.1
hereof.


 


“Third Party Claim” shall mean any claim, demand, action, suit
or proceeding, and any actual or threatened lawsuit, complaint, cross-complaint
or counter-complaint, arbitration or other legal or arbitral proceeding of any
nature, brought in any court, tribunal or judicial forum anywhere in the world,
regardless of the manner in which such proceeding is captioned or styled, by
any Person other than Intel, Micron, the Joint Venture Company and Affiliates
of the foregoing, against an Indemnified Party, in each case alleging
entitlement to any Indemnified Losses pursuant to any indemnification obligation
under this Agreement.


 


“Warranty Claim Period” shall have the meaning set forth in Section 6.4
hereof.


 


“WIP” means work in process. 
This includes all wafers and product in wafer fabrication, sort,
assembly, and/or final test, including prime and secondary wafers, and all
completed product units not yet delivered to the Joint Venture Company.


 


“Yield” means anticipated output of Probed Wafers from WIP at a
particular point in time, including line yield, die yield, assembly yield and
final testing yield.


 


23





















 


SCHEDULES


 




	
  Schedule 2.3

  	
   

  	
  Performance Criteria

  
	
   

  	
   

  	
   

  
	
  Schedule 2.6

  	
   

  	
  Additional Equipment

  
	
   

  	
   

  	
   

  
	
  Schedule 2.6(A)

  	
   

  	
  Form Of Addendum To Agreement

  
	
   

  	
   

  	
   

  
	
  Schedule 2.6 (B)

  	
   

  	
  Additional Equipment

  
	
   

  	
   

  	
   

  
	
  Schedule 4.6

  	
   

  	
  Prepaid, Pricing And Performance Metrics

  
	
   

  	
   

  	
   

  
	
  Schedule 4.6(A)

  	
   

  	
  Cost Forecast

  
	
   

  	
   

  	
   

  
	
  Schedule 4.6(B)

  	
   

  	
  Projected Output

  






 


24