Exhibit 10.159


 


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


 


MTV LEASE AGREEMENT


 


This
MTV Lease Agreement (this “Lease”) is made
as of the 6th day of January, 2006, by and between MICRON
TECHNOLOGY, INC., a Delaware corporation (hereinafter referred to as the “Landlord”), and IM FLASH TECHNOLOGIES, LLC, a Delaware
limited liability company (hereinafter referred to as “Tenant”).


 


RECITALS


 


A.            Landlord and Intel
Corporation (“Intel”) entered into that certain Master Agreement dated as of
the 18th day of November, 2005 (the “Master
Agreement”) with respect to the formation of Tenant;


 


B.            Pursuant to the Master
Agreement, Landlord and Intel entered into that certain Limited Liability
Company Operating Agreement dated as of the 6th day of January, 2006
(the “Operating Agreement”), pursuant to
which Landlord and Intel set forth their agreement regarding the operation of
Tenant, of which Landlord and Intel are each Members (as defined in the
Operating Agreement);


 


C.            Pursuant to the Master
Agreement, Landlord and Tenant have entered into that certain Manufacturing
Services Agreement as of the 6th day of January, 2006 (the “Manufacturing Services Agreement”), which controls Landlord’s
and Tenant’s relationship with respect to certain services provided by Landlord
in connection with the manufacture and production of certain product described
in the Manufacturing Services Agreement (the “Product”);


 


D.            Landlord is the owner of a
wafer fabrication building (the “Building”)
situated on a parcel of land located in Manassas, Virginia, more particularly
described on Exhibit A attached hereto (the “Land”;
the Building and the Land collectively, the “MTV Site”);


 


E.             The Building consists of two
modules, known as “Module 1” and “Module 2”, each of which contains
approximately 78,000 square feet of clean room space;


 


F.             Pursuant to the Operating
Agreement, Landlord has agreed to lease to Tenant, and Tenant has agreed to
lease from Landlord, Module 1, which is depicted on Exhibit B attached
hereto (the “Premises”);


 


NOW,
THEREFORE, in consideration of the mutual premises, covenants, terms and
conditions herein contained and intending to be legally bound, Landlord and Tenant
hereby agree as follows:


 


ARTICLE 1


GRANT


 


1.1                       Premises.  Subject to the provisions of the Operating
Agreement and the Manufacturing Services Agreement, Landlord, in consideration
of its membership interest in Tenant, does hereby lease the Premises to
Tenant.  The configuration of the
Premises within the


 





















 


Building may
be modified from time to time by mutual agreement of Landlord and Tenant.  Tenant acknowledges that Landlord retains the
right to use up to 1,000 square feet of the Premises as shown on Exhibit B for
the operation of DRAM tools used in connection with Landlord’s manufacturing
activities in Module II of the Building.


 


1.2                       Common
Areas.  Tenant shall have the
nonexclusive right, in common with Landlord and any other occupants of the Building
and the Land, to use (1) the public and common areas of the Building and any
other building amenities or facilities which are necessary in connection with
the manufacturing of Product as provided by the Manufacturing Services
Agreement or as otherwise contemplated by the Manufacturing Services Agreement;
and (2) any entrances, stairs, rights of pedestrian and vehicular ingress,
egress and access, elevators, driveways, alleys, fire corridors, public
restrooms, cafeterias, parking lots, and loading docks within the Building or
located on the Land that are generally necessary in connection with the
manufacturing of Product as provided by the Manufacturing Services Agreement,
all upon the terms and conditions hereinafter set forth (collectively, the “Common Areas”). 
Landlord shall be responsible at its expense to maintain the Common
Areas in accordance with Landlord’s standard of maintenance existing on the
date hereof.


 


1.3                       Rights
Retained by Landlord.  Subject to the
provisions of the Manufacturing Services Agreement, Landlord hereby reserves
the following rights with respect to the Common Areas:  to establish reasonable and
non-discriminatory rules and regulations for the use thereof; to use or permit
the use by others to whom Landlord may have granted such rights; to close all
or any portion thereof as may be deemed necessary by Landlord to prevent a
dedication thereof or the accrual of any rights by any person or the public
therein; and to change the layout of the Common Areas, including the right to reasonably
add to or subtract from their shape and size, whether by the addition of
Building improvements or otherwise, provided in all such cases reasonably
equivalent access to the Premises shall be maintained.


 


1.4                       Condition
of Premises.  The Parties acknowledge
that the Premises need to be improved by Landlord as specified in Exhibit C
attached hereto so that the Premises will be ready for the installation of the
Tenant’s manufacturing tools (as defined therein, the “Improvements”).  At such time as the Improvements have been
completed by Landlord and Tenant has approved the Improvements in accordance
with the sign off procedures provided below, Tenant shall take possession of
the Premises.  Tenant will be deemed to have
approved the Improvements when all of the following sign off procedures are
completed:


 


(a)           Landlord
shall have provided written notification to the Tenant that the clean room
ballrooms, bay and chases have been certified by Landlord’s micro contamination
team to have met Landlord’s design parameters for the Premises;


 


(b)           Landlord
and/or its contractor(s) shall have provided written notification that the tool
utility generation and distribution systems have been installed, are operating
as designed, and are ready for tool connection;


 


(c)           Landlord
shall have provided written notification to Tenant that its facilities
technicians are all trained in the operation and maintenance of the systems
that are part of the Improvements;


 





















 


(d)           Landlord
shall have provided written notification to Tenant that the bulk and process
chemical and gas systems have been correctly installed and qualified as
required for the NAND manufacturing process chemistry used to manufacture the
Product; and


 


(e)           Landlord
shall have provided to Tenant a copy of the certificate of occupancy for the
Premises.


 


Following receipt of the notification
pursuant to Subsection (a) and while the approval process continues, Tenant may
commence installation of its manufacturing tools.


 


ARTICLE 2


LEASE TERM


 


2.1                       Term.  The term of this Lease (the “Term”) shall begin on the date hereof (the “Commencement Date”) and continue for a period of ten (10)
years and thereafter until the Liquidation Date, as defined in the Operating
Agreement (the “Expiration Date”); provided, however, that
the Term shall terminate on the earlier to occur of (i) a Liquidation Date that
occurs prior to the Expiration Date, (ii) the termination or expiration of the
Manufacturing Services Agreement, (iii) the date on which the closing of the
Micron [***] Purchase Option, as defined in the Operating Agreement, occurs, or
(iv) the “Minority Closing” as defined in the
Operating Agreement.


 


ARTICLE 3


RENT


 


3.1                       Rent.  Landlord and Tenant acknowledge and agree
that the consideration for this Lease recited in the Operating Agreement
constitutes valuable and adequate consideration for this Lease, and that,
except as otherwise expressly set forth in Section 3.2 below, no further
payment from Tenant shall be required hereunder.


 


3.2                       Other
Amounts.  Landlord and Tenant
acknowledge that Tenant’s share of the costs incurred by Landlord hereunder
(including, for example, Real Estate Taxes as hereinafter defined, personal
property and other ad valorem taxes paid by Landlord as referred to in Section
4.2, services, utilities, insurance and maintenance), shall be reimbursed by
Tenant as a component of the costs of production pursuant to the terms of the
Manufacturing Services Agreement. 
Nothing in this Lease shall be construed as limiting or precluding the
allocation of any costs or expenses as provided for in the Manufacturing
Services Agreement, including, without limitation, any references herein that
Landlord is obligated to provide a certain thing or that an obligation is at
the expense of or at the cost of Landlord. 
No other costs besides those charged pursuant to the Manufacturing
Services Agreement will be imposed on Tenant for occupation and use of the
Premises pursuant to this Lease.


 


ARTICLE 4


TAXES


 


4.1                       Real
Estate Taxes.  Landlord shall pay,
prior to delinquency, all real estate taxes and assessments, general or
special, which at any time during the Term may be assessed,


 


3





















 


levied, imposed upon, or grow or become due
and payable out of or in respect of, the Premises (the “Real Estate
Taxes”).


 


4.2                       Personal
Property Taxes.  Landlord and Tenant
shall cooperate in the filing of personal property tax returns and payment of
all taxes, charges, and other governmental impositions assessed against, or
levied upon, Tenant’s trade fixtures, furnishings, equipment, and other
personal property, if any (collectively, “Tenant’s Personal Property”),
located upon the Premises. 
Notwithstanding the preceding sentence, the Party to this Agreement that
is the owner of record of Tenant’s Personal Property shall pay, prior to
delinquency, all aforementioned taxes, charges and other governmental
impositions assessed against Tenant’s Personal Property.


 


ARTICLE 5


BUILDING SERVICES


 


5.1                       Services.  Landlord shall furnish all of the services to
Tenant that are necessary for its operations and production of the Product on
the Premises, in each case during such times and in such amounts and pursuant
to such standards as provided in the Manufacturing Services Agreement,
including but not limited to the following services:  (i) heating, ventilating and air
conditioning; (ii) all utilities, including, without limitation, electricity,
natural gas, telephone and water both for production and for sanitary uses;
(iii) oil free (or clean dry) air, vacuum, specialty gases, ultra pure water,
acid waste neutralization system and any other waste water treatment system
within the Building, (iv) janitor service; (v) security (vi) exhaust and
abatement systems; and (vii) maintenance of (A) the structural elements of the
Building, (B) the communications and network wiring serving the Building, (C)
the mechanical, electrical, plumbing and fire/life safety systems serving the
Building in general, (D) the Common Areas, and (E) the Building in general,
including without limitation the roof thereof.


 


5.2                       Interruption
of Services.  Landlord shall be
liable to Tenant as a result of the interruption of any services provided
pursuant to Section 5.1 only (i) to the extent that such interruption is caused
by Landlord, any of its agents, partners, employees, invitees or contractors,
and (ii) by a claim brought under the Manufacturing Services Agreement, which
claim shall be subject to limitations set forth in Article 12 thereof.


 


ARTICLE 6


USE; COMPLIANCE WITH LAWS


 


6.1                       Use.  Tenant agrees that it shall occupy and use
the Premises only for the purposes as contemplated by the Manufacturing
Services Agreement and ancillary uses and for no other purposes (the “Permitted Use”). 
Landlord shall provide and maintain all occupancy related licenses and
permits legally necessary for the operation of the business within the
Building, which excludes, without limitation, any intellectual property
licenses relating to Tenant’s business. 
Tenant acknowledges that Landlord shall have access to and shall use the
Premises as provided in the Manufacturing Services Agreement.


 


6.2                       Compliance
with Law. Tenant shall comply with all
Applicable Laws as defined in the Master Agreement in its use of the Premises.


 


4





















 


6.3                       Compliance
with Insurance Requirements.  Tenant
further agrees to obey and fully comply with all requirements and provisions of
any and all insurance policies which Landlord maintains, and shall not make or
permit any use of the Premises, or permit to be done anything in or upon the
Premises or the Building, or bring or keep anything in the Premises or the
Building, which may invalidate or increase the rate of insurance on the
Building, its appurtenances, contents or operations.


 


6.4                       No
Tenant Duties.  Landlord acknowledges
and agrees that Tenant shall have no duties or obligations with respect to the
repair and/or maintenance of the Premises and that, except as may be otherwise
provided in the Manufacturing Services Agreement, Landlord is solely responsible
for the operations within the Premises. 
Notwithstanding the foregoing, Landlord acknowledges and agrees that any
officer or employee of Tenant may, at any time, have access to the Premises.


 


ARTICLE 7


TENANT’S INSURANCE AND INDEMNITY


 


7.1                       Property
Insurance.  Except as set forth in
Section 7.3, at its expense, Tenant shall maintain property insurance insuring
Tenant’s tenant improvements in the Premises and Tenant’s personal property
against loss due to causes typically insured against under “all risk” or “special
causes of loss” policy forms, at a limit equal to the full insurable
replacement cost of such improvements and personal property, with coinsurance
waived and permitting the insured to waive subrogation rights prior to loss.


 


7.2                       Liability
Insurance.  Except as set forth in
Section 7.3, at its expense, Tenant shall, commencing on the first day of the
Term and continuing throughout the entire Term maintain or cause to be
maintained, under the provisions of the Manufacturing Services Agreement or otherwise,
for the benefit of Landlord, Landlord’s lender, if any, and Tenant as their
interests may appear, a comprehensive commercial public liability insurance
policy against such risks as are customarily insured against which arise out of
the use, occupancy, repair, maintenance or alteration of the Premises and all
areas appurtenant thereto, including liability for the acts of Tenant’s
independent contractors with regard to any activities of such independent
contractors.  Such insurance shall have a
minimum limit of ten million dollars ($10,000,000) per occurrence for bodily
injury and property damage combined.


 


7.3                       Member
Insurance Programs.  Upon mutual
agreement of the parties, Tenant may satisfy its obligations under Section 7.1
and/or Section 7.2 by policies issued under any corporate insurance program(s)
maintained by any of Tenant’s members.


 


7.4                       Notice
of Cancellation.  Reasonable efforts
will be made to have all insurance required to be carried under this Article 7
not be subject to cancellation or material change without at least thirty (30)
days’ prior notice to Landlord and Landlord’s lender, if any, and such
insurance shall be with insurance companies reasonably acceptable to Landlord
and Landlord’s lender, if any, and shall name Landlord, Landlord’s lender, if
any, and Tenant as insureds, as their interests may appear.


 


5





















 


7.5                       Evidence
of Insurance.  Prior to the
commencement of the Term of this Lease, or as soon as is reasonably practicable
after that date, Tenant shall provide at Landlord’s request to Landlord and
Landlord’s lender, if any, certificates of the insurance policies referred to
in this Article 7.  Tenant also shall
furnish annually, to Landlord and Landlord’s lender, if any, throughout the
Term, certificates of renewals of such policies.


 


7.6                       Landlord’s
Rights.  If Tenant fails to procure,
maintain and/or pay for, at the times and for the durations specified in this
Lease, the insurance required under this Article 7, Landlord may (but without
obligation to do so), without notice to Tenant, perform such obligations on
behalf of Tenant, and the cost thereof shall immediately become due and payable
to Landlord.


 


7.7                       Indemnity
of Landlord by Tenant.  Subject to
the provisions of the Manufacturing Services Agreement, Tenant shall indemnify,
defend and save Landlord, its affiliates, partners, shareholders, members,
directors, officers, employees and agents harmless from and against all losses,
claims, costs, liabilities, fines and penalties of any nature (including,
without limitation, reasonable attorneys’ fees and expenses) (collectively, “Claims”) arising or occurring, from and after the date of
this Lease, out of (i) Tenant’s failure to comply with the terms and conditions
set forth in this Lease, (ii) any personal injury or death, damage to or
destruction of the Land or Building caused by the gross negligence or willful
acts or omissions of Tenant or its representatives and/or (iii) any other Claim
made by any affiliate, partner, member, director, officer, employee, visitor,
invitee, licensee or lessee of Tenant against Landlord arising out of Tenant’s
use of the Land or Building; provided, however, that for the purposes of this
section, in no event shall the actions or omissions of Landlord pursuant to the
Manufacturing Services Agreement be deemed to be gross negligence or willful
acts or omissions of Tenant.


 


ARTICLE 8


LANDLORD’S INSURANCE REQUIREMENTS


 


8.1           Property
Insurance.  Landlord shall maintain
property insurance insuring the Premises against loss due to causes typically
insured against under “all risk” or “special causes of loss” policy forms, at a
limit equal to the full insurable replacement cost of the Building, with
coinsurance waived and permitting the insured to waive subrogation rights prior
to loss.


 


8.2           Liability
Insurance.  At its sole cost and
expense, Landlord shall, commencing on the first day of the Term and continuing
throughout the entire Term maintain for the benefit of Landlord, Landlord’s
lender, if any, and Tenant as their interests may appear, a comprehensive
commercial public liability insurance policy against such risks as are
customarily insured against which arise out of Landlord’s activities relating
to the Premises including liability for the acts of Landlord’s independent
contractors with regard to any activities of such independent contractors.  Such insurance shall have a minimum limit of
ten million dollars ($10,000,000) per occurrence for bodily injury and property
damage combined.


 


8.3           Indemnity
of Tenant by Landlord.  Landlord
shall indemnify, defend and save Tenant, its affiliates, partners,
shareholders, members, directors, officers, employees and agents harmless from
and against all Claims arising or occurring, from and after the date of this
Lease, out of (i) Landlord’s failure to comply with the terms and conditions
set forth in this Lease


 


6





















 


(except as otherwise provided in Section
5.2), (ii) any personal injury or death, damage to or destruction of the
Premises, Tenant’s tenant improvements and Tenant’s personal property caused by
the gross negligence or willful acts or omissions of Landlord or its
representatives and/or (iii) any other Claim made by any affiliate, partner,
member, director, officer, employee, visitor, invitee, licensee or lessee of
Landlord against Tenant arising out of Landlord’s gross negligence or willful
misconduct.


 


8.4                       Limitation
on Tenant’s Claims.  Notwithstanding
anything in this Lease to the contrary, if Tenant has any claim under this
Lease against Landlord, for indemnity or otherwise, Tenant shall be required to
bring such claim under another Joint Venture Document (as defined in the Master
Agreement) and not under this Lease if such claim can be made under such other
Joint Venture Document (notwithstanding that recovery under such claim may be
subject to deductibles, caps or limitations on survival set forth therein);
provided, however, that this limitation shall not apply to claims made by
Tenant against Landlord for damage to buildings, improvements, fixtures and
manufacturing tools and equipment.


 


ARTICLE 9


WAIVER OF SUBROGATION


 


Any other provisions of this Lease to the
contrary notwithstanding, if (a) either party shall suffer any loss required to
be insured against hereunder or (b) any portion of the Premises or Tenant’s
trade fixtures, equipment or other personal property in the Premises shall be
damaged or destroyed by fire, explosion or other casualty required to be
insured against hereunder, whether or not such loss, damage or destruction is
caused, or claimed to be caused, by the negligence or misconduct of Landlord or
Tenant, or any of their respective managers, members, officers, employees,
agents, contractors or invitees, neither Landlord, Tenant nor their respective
insurance company(ies), shall have any right of action, by way of subrogation
or otherwise, against Tenant or Landlord, or any of their respective managers,
members, officers, employees, agents, contractors or invitees, arising from
such damage or destruction, and each policy of insurance required pursuant to
this Lease shall provide a waiver and release by the insurer of any such
right.  Landlord and Tenant further agree
that during or after Tenant’s occupancy of the Premises, each will indemnify
and hold the other harmless from any claim against the other made by way of
subrogation by Landlord’s or Tenant’s liability and property insurance
carrier(s).


 


ARTICLE 10


ALTERATIONS


 


10.1                     Requirements.  Tenant may not make any replacement,
alteration, improvement or addition to or removal from the Premises
(collectively an “alteration”)
without the prior written consent of Landlord, such consent not to be withheld
if the alteration is commercially reasonable; provided, however, that Tenant
may make any alterations necessary or desirable in order for the services to be
provided under the Manufacturing Services Agreement.  Tenant agrees that each alteration shall be
performed in a good and workmanlike manner, and shall meet or exceed the
standards for construction and quality of materials established by Landlord for
the Building.  In addition, each
alteration shall be performed in compliance with all Applicable Laws. Each
alteration, whether temporary or permanent in character, made by


 


7





















 


Landlord or Tenant in or upon the Premises
shall become Landlord’s property and shall remain upon the Premises at the
expiration or termination of this Lease without compensation to Tenant.  Tenant shall not be obligated to remove such
alterations at the end of the Term. 
Notwithstanding anything to the contrary contained in this Section 10.1,
alterations do not include the Associated Assets (as defined in Section 20.1
below) that Tenant may remove as provided in Section 20.1.


 


10.2                     Covenant
Against Liens.  Tenant shall not
cause or permit any lien or encumbrance of any kind whatsoever, whether created
by act of Tenant, operation of law or otherwise, to attach to or be placed upon
Landlord’s title or interest in the Building or the Premises, and any and all
liens and encumbrances created by Tenant shall attach to Tenant’s interest
only.  Tenant covenants and agrees not to
suffer or permit any liens to be placed against the Building or the Premises as
a result of work performed or materials supplied by or on behalf of Tenant and
in case of any such lien attaching or claim thereof being asserted, Tenant
covenants and agrees no later than forty-five (45) days from notice to Tenant
of the filing thereof to (i) cause it to be released and removed of record,
(ii) deliver to Landlord a surety bond in an amount sufficient to discharge the
lien, or (iii) provide Landlord, with endorsements (satisfactory to Landlord)
to Landlord’s title insurance policy insuring against the existence of or
attempted enforcement of such lien.  In
the event that such lien is not released, removed, or bonded or insured over
within said forty-five (45) day period, Landlord, at its sole option, may take
all action necessary to release and remove such lien (without any duty to
investigate the validity thereof) and Tenant shall, within ten (10) days
following notice, either before or after such release and removal, pay or
reimburse Landlord for all sums, costs and expenses (including, without
limitation, reasonable attorneys’ fees and court costs) incurred by Landlord in
connection with removal of such lien.


 


ARTICLE 11


CASUALTY


 


11.1                     Damage.  If the Premises, or so much thereof as to
cause the Premises to be unusable in furtherance of the terms of the
Manufacturing Services Agreement, are damaged by any casualty so as to cause
the Premises to be uninhabitable, and the damage (exclusive of any property or
improvements installed by Tenant in the Premises) can be repaired in Landlord’s
reasonable judgment within one hundred eighty (180) days without the payment of
an amount more than 120% of the amount of insurance proceeds, Tenant shall
waive all rights to any insurance proceeds therefor in favor of Landlord, and
Landlord shall repair such damage as soon as practicable and this Lease shall
continue in full force and effect. 
Landlord agrees to give Tenant written notice within sixty (60) days
after the occurrence of any such damage or destruction indicating the
anticipated time period of such restoration (the “Repair
Estimate”).  If the Premises,
or so much of thereof as to cause the Premises to be unusable in furtherance of
the terms of the Manufacturing Services Agreement, are damaged by any casualty,
and the damage (exclusive of any property or improvements installed by Tenant
in the Premises) cannot be repaired in Landlord’s reasonable judgment within
one hundred eighty (180) days without the payment of an amount more than 120%
of the amount of insurance proceeds, Landlord may give Tenant written notice
within thirty (30) days after Landlord delivers to Tenant its Repair Estimate
of Landlord’s intention to terminate this Lease, in which event this Lease
shall terminate as of the date of the occurrence of such damage.


 


8





















 


11.2                     Insurance
Proceeds Upon Termination.  If this
Lease is terminated as permitted under Section 11.1, all insurance proceeds
payable with respect to the damage giving rise to such right of termination
shall be paid to Landlord or Landlord’s lender, if any.


 


ARTICLE 12


CONDEMNATION


 


12.1                     Notice.  Landlord and Tenant shall each notify the
other if either party becomes aware that any portion of the Premises will be
taken in condemnation proceedings or by exercise of any right of eminent domain
(any such action being hereinafter referred to as a “Taking”),
or if it becomes aware of the commencement of any proceedings which might
result in a Taking.


 


12.2                     Taking.  In the event of the Taking of all or any
portion of the Premises renders the Premises unsuitable for Tenant’s business
objectives, Tenant, at its sole election, may terminate this Lease as of the
date of such Taking.  In the event Tenant
chooses not to terminate this Lease, the portion of the Premises so taken shall
be excluded from the definition of the Premises hereunder, and this Lease shall
continue in full force and effect as to the remainder of the Premises.


 


12.3                     Award. 
Tenant shall be entitled to all condemnation awards granted on account
of the Taking of all or any portion of the Premises.


 


ARTICLE 13


ASSIGNMENT AND SUBLETTING


 


13.1                     No
Landlord Assignment. Landlord shall not have the right to transfer, assign
or convey, in whole or in part, the Land or the Building or any or all of its
rights under this Lease; provided, however, that such prohibition
shall not apply to (i) any transfer, assignment or conveyance by Landlord to an
Affiliate (as defined in the Operating Agreement) of Landlord, (ii) any leases
of any portion of the Land or the Building other than the Premises to any third
party provided that such lease does not materially adversely affect the
operation of the Tenant’s business at the Premises and is to a third party who
is not manufacturing and is only providing
services or supplies incidental to
Landlord’s operations, or (iii) the granting of any mortgage, deed of trust, or
similar encumbrances as security for indebtedness.  For purposes hereof, transfer, assign or
convey shall not include any reorganization which simply results in a change in
the state of incorporation and Micron continues to hold the Land and Building,
any recapitalization in which Micron continues to hold the Land and Building or
any merger or change of control of Landlord.


 


13.2                     No
Tenant Assignment.  Tenant shall not
have the right to transfer, assign or convey, in whole or in part, the Premise
or any or all of its rights under this Lease; provided, however,
that such prohibition shall not apply to any transfer, assignment or conveyance
by Tenant to an Affiliate of Tenant.


 


9





















 


ARTICLE 14


DEFAULT


 


14.1                     Tenant’s
Default.  The occurrence of any of
the following shall constitute a default (a “Default”)
by Tenant under this Lease:  (i) Tenant
is in default under the terms of the Manufacturing Services Agreement; (ii)
Tenant effects or attempts to effect a Transfer without Landlord’s consent;
(iii) Tenant fails to perform any other provision of this Lease and such
failure is not cured within thirty (30) days after written notice thereof is
given to Tenant (or immediately if the failure involves a hazardous or
dangerous condition), provided that in the event such matter does not involve a
hazardous or dangerous condition and cannot be reasonably cured within such
thirty (30) day period despite Tenant’s diligent efforts then Tenant shall be
permitted such reasonable time as reasonably required to cure such default,
provided that Tenant has commenced such cure within the thirty (30) day period
and diligently prosecutes such cure to completion; (iv) the leasehold interest
of Tenant is levied upon or attached under process of law; or (v) any voluntary
or involuntary proceedings are filed by or against Tenant under any bankruptcy,
insolvency or similar laws and, in the case of any involuntary proceedings, are
not dismissed within sixty (60) days after filing.


 


14.2                     Landlord’s
Remedies.  In the event of a Tenant
Default and Tenant fails to cure such Default within a commercially reasonable
period of time after receipt of written notice from Landlord, Landlord shall
have the right to cure such Default and thereafter be reimbursed by Tenant
within thirty (30) days after receipt of an invoice together with appropriate
backup documentation.  In the event a
Tenant Default cannot be reasonably cured by Landlord and such Default
materially adversely affects the Premises or the Building (a “Tenant Material
Default”), Tenant agrees that Landlord shall be entitled to obtain specific
performance and any other equitable remedy available by law.  Notwithstanding any Tenant Default or Tenant
Material Default, Landlord shall not be entitled to terminate this Lease except
as provided in Section 2.1(i), (ii), (iii) or (iv) above.


 


14.3                     Landlord’s
Default and Tenant’s Remedies.  In
the event that Landlord defaults under any provisions of this Lease and fails
to cure such default within a commercially reasonable period of time after
receipt of written notice from Tenant, in addition to any and all remedies that
Tenant may have at law or equity, including without limitation specific
performance, Tenant shall have the right to cure such default and thereafter be
reimbursed by Landlord within thirty (30) days after receipt of an invoice
together with appropriate backup documentation. 
In the event of a Landlord Event of Default (as defined in Section 13.2
of the Operating Agreement), Tenant shall also have the rights and remedies
specified in Article 13 of the Operating Agreement.


 


14.4                     No
Other Remedies.  The remedies of each
party shall only be as provided in Section 14.2 and 14.3 hereof and neither
party shall be entitled to any other right or remedy otherwise available to
such party.


 


10





















 


ARTICLE 15


NOTICES


 


Any notice,
summons or other process of notification to be served under the Lease or in
connection with any proceeding or action arising out of this Lease or the
tenancy created thereby shall be provided to the addresses and in the manner as
set forth in the Manufacturing Services Agreement.


 


ARTICLE 16


REAL ESTATE BROKERS


 


Tenant warrants and represents to Landlord that
no commission, fee or other compensation is or will become due and payable to
any real estate broker, salesman, consultant, finder or agent it has hired as a
result of the creation of this Lease or any transaction described in this
Lease.  Landlord warrants and represents
to Tenant that no commission, fee or other compensation is or will become due
and payable to any real estate broker, salesman, consultant, finder or agent it
has hired as a result of the creation of this Lease or any transaction described
in this Lease.


 


ARTICLE 17


NO WAIVER


 


No waiver of any condition or covenant of
this Lease or of the breach of any such covenant or condition shall be deemed
to constitute a waiver of any subsequent breach of such covenant or condition
or to justify the non-observance on any other occasion of the same or of any
other covenant or condition hereof.


 


ARTICLE 18


ESTOPPEL CERTIFICATES


 


Tenant agrees that, from time to time upon
not less than twenty (20) days’ prior request by Landlord, Tenant shall execute
and deliver to Landlord a written certificate certifying:  (i) that this Lease is unmodified and in full
force and effect (or if there have been modifications, a description of such
modifications and that this Lease as modified is in full force and effect);
(ii) whether Tenant is in possession of the Premises, if that is the case;
(iii) that to Tenant’s knowledge Landlord is not in default under this Lease,
or, if Tenant believes Landlord is in default, the nature thereof in detail;
(iv) that to Tenant’s knowledge Tenant is not in default under this Lease; (v)
that Landlord is not obligated to perform any tenant improvement work in the
Premises, (vi) that to Tenant’s knowledge Tenant has no off-sets or defenses to
the performance of its obligations under this Lease (or if Tenant believes
there are any off-sets or defenses, a full and complete explanation thereof);
and (vii) such additional matters as may be reasonably requested by Landlord,
it being agreed that such certificate may be relied upon by any prospective
purchaser, mortgagee or other person having or acquiring an interest in the
Building, the Premises, or any portion thereof.


 


11





















 


ARTICLE 19


SUBORDINATION


 


This Lease is and shall be expressly subject
and subordinate at all times to the lien of any present or future mortgage or
deed of trust encumbering fee title to the Land or the Building. The foregoing
provision is declared to be self-operative and no further instruments shall be
required to effect such subordination and/or attornment; provided, however,
that Tenant agrees upon request by any such mortgagee, beneficiary, lessor or
purchaser at foreclosure or transfer, as the case may be, to execute such
reasonable subordination and/or attornment instruments as may be required by
such person to confirm such subordination and/or attornment on the reasonable
form customarily used by such party. 
Notwithstanding anything to the contrary contained herein, Tenant’s
agreement to subordinate this Lease shall not be effective unless and until the
mortgagee, beneficiary or lessor, as the case may be, shall execute and deliver
to Tenant a commercially reasonable non-disturbance agreement providing, among
other things, that if any mortgage is foreclosed (or if the Land or the
Building is transferred in lieu of foreclosure), such mortgagee or purchaser
shall agree to accept this Lease and not disturb Tenant’s occupancy (so long as
Tenant is not in default hereunder beyond all applicable notice and cure
periods).


 


ARTICLE 20


SURRENDER; [***]; ACQUISITION


 


20.1                     Surrender.  Upon termination of the Term for any reason,
(i) Tenant shall return the Premises to Landlord broom clean, in good order and
condition, ordinary wear and tear excepted, in compliance with all Applicable
Laws; provided, however, that Tenant shall not be responsible to remove any
residue or other materials within pipes, ducts, utilities and treatment
facilities within the Building.  In the
event that Landlord does not exercise the Micron [***] Purchase Option (as
defined in the Operating Agreement) to purchase [***] owned by Tenant, Tenant
and its members shall, subject to Section 20.2 below, have the right for a
period of up to sixty (60) days after the expiration of the Micron [***]
Purchase Option, to remove all or any portion of [***].  Tenant shall not be obligated to [***] at the
end of the Term.


 


20.2                     Repair.  In the event that Tenant shall damage the
Building in connection with the removal of any Associated Assets owned by
Tenant, Tenant shall, at its expense, repair such damage to return the Building
to its former condition, reasonable wear and tear excepted.


 


ARTICLE 21


APPLICABLE LAW AND CONSTRUCTION


 


21.1                     Governing
Law.  This Lease shall be governed by
the laws of the State of Delaware as to all matters other than those matters
pertaining to real property which are customarily governed by the laws of the
State where the Premises is located.


 


21.2                     Independent
Provisions.  Any provision of this
Lease which is contrary to a law, which the parties cannot legally waive or
contract against (such, for example, as labor laws and anti-trust laws) is and
shall be void and not binding on either party hereto; provided,


 


12





















 


however, that the invalidity or unenforceability
of any provision of this Lease shall not affect or impair any other provision
of this Lease.


 


ARTICLE 22


QUIET ENJOYMENT


 


Landlord hereby covenants and agrees that if
Tenant shall perform all of the covenants and agreements herein stipulated to be
performed on Tenant’s part, Tenant shall at all times during the continuance
hereof have peaceable and quiet enjoyment and possession of the Premises
without hindrance from Landlord or any person or persons lawfully claiming the
Premises.


 


ARTICLE 23


SUCCESSORS AND ASSIGNS


 


The terms, conditions and agreements of this
Lease and all rights and obligations herein given to or imposed upon the
parties hereto shall bind and inure to the benefit of the respective heirs,
executors, administrators, successors and permitted assigns of the parties
hereto.  No rights, however, shall inure
to the benefit of any assignee of a Party unless the assignment to such
assignee has been approved (if required) by the other Party.


 


ARTICLE 24


MISCELLANEOUS


 


24.1                     Execution
and Delivery.  Submission of this
instrument for examination or signature by Tenant does not constitute a
reservation of space or an option for lease, and it is not effective until
execution and delivery by both Landlord and Tenant.


 


24.2                     Memorandum
of Lease.  This Lease shall not be
recorded, either independently or as an exhibit, schedule, annex, or addendum
to any other document.  However, a
Memorandum of Lease, in substantially the form attached hereto as Exhibit D,
shall be executed, acknowledged and delivered for recording by both
parties.  The cost of such recording
shall be divided equally between the parties.


 


24.3                     Captions.  The headings and titles in this Lease are for
convenience only and shall have no effect upon the construction or
interpretation of this Lease.


 


24.4                     Jurisdiction;
Venue.  Any suit, action or
proceeding seeking to enforce any provision of, or based on any matter arising
out of or in connection with, this Lease shall be brought in a state or federal
court located in Delaware and each of the parties to this Lease hereby consents
and submits to the exclusive jurisdiction of such courts (and of the
appropriate appellate courts therefrom) in any such suit, action or proceeding
and irrevocably waives, to the fullest extent permitted by applicable Laws, any
objection which it may now or hereafter have to the laying of the venue of any
such suit, action or proceeding in any such court or that any such suit, action
or proceeding which is brought in any such court has been brought in an
inconvenient forum.  Process in any such
suit, action or proceeding may be served on any party anywhere in the world,
whether within or without the jurisdiction of any such court.


 


13





















 


24.5                     Due
Authority.  The individuals executing
this Lease represent and warrant to each party that they have full right, power
and authority to execute this Lease on behalf of such party.


 


24.6                     Only
Landlord/Tenant Relationship. 
Nothing contained herein shall be deemed or construed by the
parties hereto nor by any third party, as creating the relationship of
principal and agent or of partnership or of joint venture between the parties
hereto or any other relationship, other than the relationship of Landlord and
Tenant.


 


24.7                     Counterparts.  This Lease may be executed in one or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 


24.8                     Construction.  Any reference to any Applicable Law shall be
deemed also to refer to all rules and regulations promulgated thereunder unless
the context requires otherwise.  Whenever
required by the context, any gender shall include any other gender, the
singular shall include the plural and the plural shall include the
singular.  The words “herein,” “hereof,” “hereunder,”
and words of similar import refer to this Lease as a whole and not to a
particular section.  Whenever the word “including”
is used in this Lease, it shall be deemed to mean “including without
limitation,” “including, but not limited to” or other words of similar import
such that the items following the word “including” shall be deemed to be a list
by way of illustration only and shall not be deemed to be an exhaustive list of
applicable items in the context thereof. 
References to Sections and Exhibits in this Lease are references to
Sections of, and Exhibits to, this Lease unless otherwise indicated.


 


24.9                     Entire
Agreement.  This Lease, the Master
Agreement, the Manufacturing Services Agreement, and the Operating Agreement
sets forth all of the covenants, promises, agreements, conditions, and
understandings of the parties hereto with respect to the Premises.  No alteration, modification, amendment,
change or addition to this Lease shall be effective unless the same shall be
reduced to writing and signed by both parties hereto.


 


24.10                   Time
is of the Essence.  Time is of the
essence in the performance of all terms and conditions of this Lease in which
time is an element.


 


24.11                   Confidentiality.  Landlord
and Tenant shall abide by the terms of that certain Mutual Confidentiality
Agreement among Landlord, Tenant and Intel dated as of the Effective Date of
the Operating Agreement, and as may be amended or replaced from time to time
(the “Confidentiality Agreement”), which agreement
is incorporated herein by reference. 
Landlord and Tenant agree that the Confidentiality Agreement shall
govern the confidentiality, non-disclosure and non-use obligations between the
parties respecting the information provided or disclosed pursuant to this
Lease.  If the Confidentiality Agreement
is terminated or expires and is not replaced, such Confidentiality Agreement
shall continue with respect to confidential information provided in connection
with this Lease, notwithstanding such expiration or termination, for the
duration of the Term of this Lease or until a new Confidentiality Agreement is
entered into between the Landlord and Tenant. 
To the extent there is a conflict between this Lease and the Confidentiality
Agreement, the terms of this Lease shall control.  This Lease and its terms shall be deemed “Confidential
Information” under the Confidentiality Agreement.


 


14





















 


24.12                   Damages
Limitation.  EXCEPT AS PROVIDED
BELOW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY
SPECIAL, CONSEQUENTIAL, INCIDENTAL OR OTHER INDIRECT DAMAGES OR ANY PUNITIVE OR
EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER
SUCH DAMAGES ARE BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR
OTHER THEORY OF LIABILITY, AND EVEN IF A PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. 
NOTWITHSTANDING THE FOREGOING, SUCH LIMITATION SHALL NOT APPLY TO EITHER
PARTY’S BREACH OF SECTION 24.11.  EACH
PARTY SHALL HAVE A DUTY TO USE COMMERCIALLY REASONABLE EFFORTS TO MITIGATE
DAMAGES FOR WHICH THE OTHER PARTY IS RESPONSIBLE.


 


24.13                   Indemnification
Procedures.


 


(a)           If any person who or which is entitled to seek
indemnification under this Lease (an “Indemnified Party”)
obtains knowledge of, or receives notice of, any Claim against the person
against whom or which such indemnification is being sought hereunder (an “Indemnifying Party”), the Indemnified Party will give such
Indemnifying Party reasonably prompt written notice thereof, but in any event
not later than ten (10) days after knowledge or notice of such Claim.  Such notice by the Indemnified Party will
describe the Claim in reasonable detail, will include copies of all available
material written evidence thereof and will indicate the estimated amount, if
reasonably practicable, of the damages that have been or may be sustained by
the Indemnified Party.  The Indemnifying
Party will have the right to participate in, or, by giving written notice to
the Indemnified Party, to assume, the defense of any Claim at such Indemnifying
Party’s own expense and by such Indemnifying Party’s own counsel (reasonably
satisfactory to the Indemnified Party), and the Indemnified Party will
cooperate in good faith in such defense.


 


(b)           If,
within ten (10) days after giving notice of a Claim to an Indemnifying Party
pursuant to Section 24.13(a), an Indemnified Party receives written notice
from the Indemnifying Party that the Indemnifying Party has elected to assume
the defense of such Claim as provided in the last sentence of
Section 24.13(a), the Indemnifying Party will not be liable for any legal
expenses subsequently incurred by the Indemnified Party in connection with the
defense thereof; provided, however, that if the Indemnifying Party fails to
take reasonable steps necessary to defend diligently such Claim within
ten (10) days after receiving written notice from the Indemnified Party
that the Indemnified Party believes the Indemnifying Party has failed to take
such steps or if the Indemnifying Party has not undertaken fully to indemnify
the Indemnified Party in respect of all damages relating to the matter, the
Indemnified Party may assume its own defense, and the Indemnifying Party will
be liable for all reasonable costs and expenses paid or incurred in connection
therewith and the Indemnified Party may employ separate counsel, and the
Indemnifying Party will bear the expenses of such separate counsel, if in the
written opinion of counsel to the Indemnified Party use of counsel of the Indemnifying
Party’s choice would be expected to give rise to a conflict of interest.  Without the prior written consent of the
Indemnified Party, the Indemnifying Party will not enter into any settlement of
any Claim that would lead to loss, liability or create any financial or other
obligation on the part of any Indemnified Party for which such Indemnified
Party is not entitled to indemnification


 


15





















 


hereunder, or which provides for injunctive
or other non-monetary relief applicable to any Indemnified Party, or does not
include an unconditional release of all Indemnified Parties.


 


(c)           A failure to give timely notice or to include any
specified information in any notice as provided in Sections 24.13(a) or
(b) will not affect the rights or obligations of any party hereunder, except
and only to the extent that, as a result of such failure, any party that was
entitled to receive such notice was materially prejudiced as a result of such
failure


 


(d)           Notwithstanding anything to the contrary contained
herein, Landlord and Tenant agree that, for the purposes of this section, in no
event shall the actions or omissions of Landlord pursuant to the Manufacturing
Services Agreement be deemed acts or omissions of Tenant.


 


24.14                   Force
Majeure.  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.


 


Signature Page Follows


 


16





















 


IN WITNESS WHEREOF, the parties hereto have caused this
Lease to be duly executed on the day and year first above written.


 


	
   

  	
  MICRON TECHNOLOGY, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ STEVEN R. APPLETON

  	
   

  
	
   

  	
  Name: Steven R. Appleton

  
	
   

  	
  Title: Chief Executive Officer and
  President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IM FLASH TECHNOLOGIES, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ DAVID A. BAGLEE

  	
   

  
	
   

  	
  Name: David A. Baglee

  
	
   

  	
  Title: Authorized Officer

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RODNEY MORGAN

  	
   

  
	
   

  	
  Name: Rodney Morgan

  
	
   

  	
  Title: Authorized Officer

  



 


 


THIS IS THE SIGNATURE PAGE FOR THE MTV LEASE
AGREEMENT


ENTERED INTO BY AND BETWEEN MICRON
TECHNOLOGY, INC. AND


IM FLASH TECHNOLOGIES, LLC


 


17





















 


Exhibit A


 


Legal Description of Land


 


 


All of that certain lot, piece or parcel of land lying, being and
situate in the City of Manassas, Virginia, being more particularly described as
follows:


 


Parcel “B”, consisting of 123.5353 acres, more or less, a Subdivision
of the Property of International Business Machines Corporation, as the same is
shown on a plat attached to the Deed of Subdivision recorded in Deed Book 2119
at page 1774 among the land records of Prince William County, Virginia.


 


LESS AND EXCEPT the “overhead industrial waste discharge lines” and
associated fixtures attached thereto, as shown on the plat dated December 13,
1995, made by Ross, France & Ratliff, Ltd. entitled “Composite Plat Showing
Overhead Industrial Waste Discharge Lines Parcel B”, a copy of which plat is
attached to and recorded with a deed dated December 11, 1995 and recorded in
Deed Book 2297 at page 1711, said plat recorded in Map Drawer 170 at page 121.


 


ALSO LESS AND EXCEPT 0.1190 acres, more or less, dedicated for public
use for street purposes and conveyed to the City of Manassas by Deed of
Dedication and Deed of Easement recorded in Deed Book 2333 at page 1035.


 


AND BEING a portion of the same property which was conveyed to Dominion
Semiconductor L.L.C., a Virginia limited liability company, by Special Warranty
Deed from Virginia LLC Holding, Inc., a Virginia corporation, dated February 5,
1996 and recorded February 7, 1996 in Deed Book 2309 at page 1638 in the Clerk’s
Office of the Circuit Court of Prince William County, Virginia.


 


TOGETHER WITH those certain permanent, non-exclusive easements for
ingress and egress over and across Parcel A, which parcel is shown on plat
attached to Deed of Subdivision recorded in Deed Book 2119 at page 1774, as
more particularly set forth in Reciprocal Ingress and Egress Access Easements
and Agreement of Indemnification by Dominion recorded in the aforesaid Clerk’s
Office on December 26, 2001 as Instrument No. 200112260137848.


 


FURTHER TOGETHER WITH that certain permanent, non-exclusive domestic
sanitary sewer easement and right-of-way thereto across said Parcel A, as more
particularly set forth in Domestic Sanitary Sewer Easement recorded in the
aforesaid Clerk’s Office on December 26, 2001 as Instrument No.
200112260137840.


 


FURTHER TOGETHER WITH that certain permanent, non-exclusive sixty-five
(65) ft. wide easement and right-of-way for the transmission of domestic water
supply, fire system water supply and sanitary sewer flows by underground
pipelines, and the transmission of industrial chemicals and utility services by
overhead trestle over said Parcel A, as more particularly set forth in Building
130 Utility, Chemical Transmission and Access Easement and Agreement of


 


18





















 


Indemnification by Dominion recorded in the aforesaid Clerk’s Office on
December 26, 2001 as Instrument No. 200112260137846.


 


FURTHER TOGETHER WITH that certain permanent, non-exclusive fire
protection water supply line and maintenance easement and right-of-way thereto
across said Parcel A as more particularly set forth in Fire Protection Water
Supply Line and Maintenance Easement recorded in the aforesaid Clerk’s Office
on December 26, 2001 as Instrument No. 200112260137852.


 


FURTHER TOGETHER WITH that certain permanent, non-exclusive easement
for ingress and egress to and from the public road, i.e., Godwin Drive
(Virginia State Route 661) over and across said Parcel A as more particularly
set forth in Ingress and Egress Access Easement recorded in the aforesaid Clerk’s
Office on December 26, 2001 as Instrument No. 200112260137856.


 


BEING the same property conveyed to Micron Technology, Inc., a Delaware
corporation, by Special Warranty Deed from Dominion Semiconductor L.L.C., a
Virginia limited liability company, dated April 22, 2002 and recorded April 22,
2002 among the land records of Prince William County, Virginia as Instrument
No. 200204220051249, recorded April 26, 2002 as Instrument No. 200204260053995.


 


19





















 


Exhibit B


 


Depiction of the Premises


 


[Picture Showing Premises]


 


20





















 


Exhibit C


 


Scope of Work


 


	
  SCOPE

  	
   

  	
  Estimated

  Start

  	
   

  	
  Estimated

  Finish

  	
   

  
	
  [***]

  	
   

  	
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  [***]

  	
   

  	
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  [***]

  	
   

  



 


21





















 


Exhibit D


 


Memorandum of Lease


 


When recorded, return to:


Jones Waldo Holbrook & McDonough, P.C.


170 S. Main Street, Suite 1500


Salt Lake City, Utah  84101-1622


Attn:  Glen D. Watkins


 




	
   

  
	
  Space above for recorder’s use

  






 


DEED OF LEASE


 


This Deed of
Lease is dated as of January 6, 2006, by and between IM Flash Technologies,
LLC, a Delaware limited liability company with an address at 1550 East 3400
North, Lehi, Utah 84043 (“Tenant”) and Micron Technology, Inc., a Delaware
corporation with an address at 8000 S. Federal Way, Mail Stop 1-507, Boise,
ID  83716 (“Landlord”).


 


1.   For
and in consideration of Ten Dollars ($10.00) and other good and valuable
consideration paid and exchanged between Landlord and Tenant, Landlord has
leased to Tenant and Tenant has leased from Landlord, a designated portion (as
shown on Exhibit A) of a certain building located at 9600 Godwin Drive,
Manassas, Virginia, 20110 (the “Building”), on property more particularly
described on Exhibit B attached hereto (the “Land”), pursuant to a
certain MTV Lease Agreement dated as of even date herewith between Landlord and
Tenant (the “Lease”).  Under the Lease
and in accordance with its terms, Tenant has the nonexclusive right to use the
Common Areas (as defined therein) that are located within the Building and on
the Land.


 


2.   The
term of the Lease commenced on the date hereof and expires, unless sooner
terminated as set forth in the Lease, on the tenth anniversary of the date
hereof; provided, however, that the term shall automatically
extend for a period coterminous with any Renewal Term as defined in that
certain Operating Agreement dated January 6, 2006 between Micron and Intel (the
“Term”).


 


3.   Landlord
and Tenant execute this Deed of Lease for purposes of recordation and notice of
the Lease and do not intend to change any provision of the Lease.


 


NOTE TO
RECORDER:  THIS INSTRUMENT IS EXEMPT
FROM THE STATE OF VIRGINIA RECORDATION TAX (AS IMPOSED BY § 58.1-801 OF
THE VIRGINIA CODE) PURSUANT TO § 58.1-811A(10) OF THE VIRGINIA CODE SINCE
THIS INSTRUMENT EVIDENCES A CONVEYANCE TO A LIMITED LIABILITY COMPANY WHERE THE


 


22





















 


GRANTOR
(LANDLORD) IS ENTITLED TO RECEIVE NOT LESS THAN 50% OF THE PROFITS AND SURPLUS
OF SUCH LIMITED LIABILITY COMPANY.


 


 


IN WITNESS
WHEREOF, Landlord and Tenant have executed this Deed of Lease as of the date
first above written.


 


	
   

  	
  Micron Technology, Inc.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  IM Flash Technologies, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


	
  STATE OF

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF

  	
  )

  



 


Acknowledged
before me a Notary Public in and for the aforementioned County and State this      
day of January, 2006 by                                
the                                
of Micron Technology, Inc., a Delaware corporation, on behalf of such
corporation.


 


 


	
   

  
	
  Notary Public

  



 


	
  STATE OF

  	
  )

  
	
   

  	
  ) SS.

  
	
  COUNTY OF

  	
  )

  



 


Acknowledged
before me a Notary Public in and for the aforementioned County and State this      
day of January, 2006 by                                
the                                
of IM Flash Technologies, LLC, a Delaware limited liability company, on behalf
of such company.


 


	
   

  
	
  Notary Public

  



 


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