exhibit10_66.htm


    
       

      EXHIBIT
10.66


      
        


         

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

      

      


       

      LOAN
AGREEMENT

       

      This Loan
Agreement (as amended, restated, modified or otherwise supplemented from time to
time, this “Agreement”)
is entered into as of November 26, 2008 (the “Agreement Date”), by and
among Micron Semiconductor
B.V., a private limited company organized under the laws of The
Netherlands (the
“Borrower”), Micron Technology, Inc., a
corporation organized under the laws of the State of Delaware, U.S.A. (the
“Guarantor”), and Nan Ya Plastics Corporation, a
company incorporated under the laws of the Republic of China (the “Lender”).

       

      RECITALS

       

      A. WHEREAS, on October 11,
2008, Qimonda AG, a company incorporated under the laws of Germany (“Qimonda”), Qimonda Holding
B.V., a private limited company organized under the laws of The Netherlands, the
Borrower and the Guarantor entered into a Share Purchase Agreement, a copy of
which is attached hereto as Exhibit A (the “Share Purchase Agreement”),
pursuant to which, Qimonda and its Affiliates will sell to the Borrower, a
Subsidiary of the Guarantor, 1,184,088,059 shares of common stock of Inotera
Memories, Inc., a company limited by shares under the laws of the Republic of
China (the “Company”),
owned of record by Qimonda and/or its Affiliates (as such shares may be
adjusted, increased or decreased as a result of a stock split, reverse stock
split or reclassification, the “Shares”).

       

      B. WHEREAS, Nanya Technology
Corporation, a company incorporated under the laws of the Republic of China
(“NTC”), has committed
to, either individually or through one or more of its affiliates, provide a
two-year loan to the Borrower in support of the proposed acquisition per a
Commitment Letter dated October 11, 2008 (such letter as amended or
supplemented, the “Commitment
Letter”).

       

      C. WHEREAS, in partial
fulfillment of NTC’s obligation under the Commitment Letter, the Lender, as an
Affiliate of NTC, hereby agrees to extend a loan facility to the Borrower and
the Borrower hereby agrees to borrow the same from the Lender, and NTC and the
Guarantor are concurrently with the execution of this Agreement supplementing
the Commitment Letter to reflect NTC’s continuing commitment to provide [***] a
one-year loan upon the maturity of the loan contemplated hereby.

       

      D. WHEREAS, the Guarantor is willing
to guarantee all of the Borrower's obligations hereunder, and the Borrower will,
and the Guarantor will cause its Subsidiary who owns part of the Shares to,
pledge in favor of the Lender all of the Shares as security to secure the due
and punctual performance of all of the Borrower's obligations
hereunder.

       

      E. WHEREAS, the Lender shall,
subject to the terms and conditions of this Agreement, be and remain the holder
of the Loan and agrees that the Loan is intended to satisfy the requirements of
Section 881(c)(2) of the Internal Revenue Code and Section 1.871-14 of the
Treasury Regulations.

       

      NOW, THEREFORE, for good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows:

       

      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

      1. DEFINITION.

       

      1.1 Defined
Terms.

       

      “Affiliate” means, with respect
to any specified Person, any other Person that, directly or indirectly,
including through one or more intermediaries, controls, is controlled by, or is
under common control with such specified Person.

       

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

       

      “Agreement Date” shall have the
meaning set forth in the preamble of 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.

       

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

       

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

       

      “Collateral” shall have the
meaning set forth in Section 5.1 of this Agreement.

       

      “Confidential Information”
shall have the meaning set forth in Section 10.16(a) of this
Agreement.

       

      “Commitment Letter” shall have
the meaning set forth in the Recitals to this Agreement.

       

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

       

      “Control” (whether or not
capitalized) means the power or authority, whether exercised or not, to direct
the business, management and policies of a Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise,
which power or authority shall conclusively be presumed to exist upon possession
of beneficial ownership or power to direct the vote of more than fifty percent
(50%) of the votes entitled to be cast at a meeting of the members, shareholders
or other equity holders of such Person or power to control the composition of a
majority of the board of directors or like governing body of such Person; and
the terms “controlling”
and “controlled” have
meanings correlative to the foregoing.

       

      “Drawdown Date” means the date
on which the Lender makes available and releases the Loan to the
Borrower.

       

      “Event of Default” means any of
the events described in Section 9.1 of this Agreement.

       

      “GAAP” means generally accepted
accounting principles, consistently applied for all periods at
issue.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

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

       

      “Guarantee” shall have the
meaning set forth in Section 4.1 of this Agreement.

       

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

       

      “Guarantor SEC Filings” means
the reports, forms and other filings that have been made by the Guarantor with
the United States Securities and Exchange Commission.

       

      “Internal Revenue Code” means
the Internal Revenue Code of 1986, as amended, and the rules and regulations
promulgated thereunder.

       

      “Interest Period” means three
(3) months.

       

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

       

      “Loan” shall have the meaning set
forth in Section 2.1(a) of this Agreement.

       

      “Loan Documentation” means this
Agreement and the Pledge Agreement.

       

      “Material Adverse Effect” means
a material adverse effect on (a) the business, operations, property, or
condition (financial or otherwise) of the Guarantor and its Subsidiaries taken
as a whole; (b) the ability of the Borrower or the Guarantor to perform its
obligations under the Loan Documentation to which it is a party; or (c) the
legality, validity or enforceability of the Loan Documentation or the rights or
remedies of the Lender under any of the Loan Documentation.

       

      “Maturity Date” has the meaning
set forth in Section 2.2(a) of this Agreement.

       

      “Micron Technology Asia
Pacific” means Micron Technology Asia Pacific, Inc., an Idaho
corporation.

       

      “Month” means a period starting
on one day in a calendar month and ending on the numerically corresponding day
in the next calendar month, except that:

       

      (a)           subject
to paragraph (c) below, if the numerically corresponding day is not a Business
Day, that period shall end on the next Business Day in that calendar month in
which that period is to end if there is one, or if there is not, on the
immediately preceding Business Day;

       

      (b)           if
there is no numerically corresponding day in the calendar month in which that
period is to end, that period shall end on the last Business Day in that
calendar month; and

       

      (c)           if
an Interest Period begins on the last Business Day of a calendar month, that
Interest Period shall end on the last Business Day in the calendar month in
which that Interest Period is to end.

       

      The above
rules will apply only to the last Month of any period.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      “New Lender” shall have the meaning
set forth in Section 2.2(b) of this Agreement.

       

      “New Loan” shall have the meaning
set forth in Section 2.2(b) of this Agreement.

       

      “New Loan Documentation” shall have the meaning
set forth in Section 2.2(c) of this Agreement.

       

      “Non-Attributable Event” has
the meaning set forth in Section 2.2(d) of this Agreement.

       

      “Novation Agreement” has the
meaning set forth in Section 2.2(b) of this Agreement.

       

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

       

      “Original Financial Statements”
means the audited consolidated balance sheets, and related statements of
operations, cash flow and shareholder’s equity, in each case, of the Guarantor
and its Subsidiaries for the fiscal year ended August 28, 2008.

       

      “Permitted Liens” means (a)
liens for taxes not yet delinquent or liens for taxes being contested in good
faith and by appropriate proceedings for which adequate reserves have been
established to the extent required by U.S. GAAP; (b) liens in respect of
property or assets imposed by law which were incurred in the ordinary course of
business, which are not delinquent or remain payable without penalty or which
are being contested in good faith and by appropriate proceedings; and (c) liens
in favor of the Lender; provided that, in the case of
a lien described in the foregoing clause (a) or (b), such lien does not have
priority over the liens granted to the Lender under the Pledge
Agreement.

       

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

       

      “Pledge” shall have the meaning
set forth in Section 5.1 of this Agreement.

       

      “Pledge Agreement” shall
have the meaning set forth in Section 5.1 of this Agreement.

       

      “Pledgor” shall have the meaning set
forth in Section 5.1 of this Agreement.

       

      “Potential Event of Default”
means any event or circumstance that with the giving of notice or the passage of
time (or both) would constitute an Event of Default.

       

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

       

      “ROC” means the Republic of
China.

       

      “Share Purchase Agreement”
shall have the meaning set forth in the Recitals to this Agreement.

       

      “Shares” shall have the meaning
set forth in the Recitals of this Agreement.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      “Subsidiary” means with
respect to any specified Person, any other Person that, directly or indirectly,
including through one or more intermediaries, is controlled by such specified
Person.

       

      “TDCC” means the
Taiwan Depository & Clearing Corporation.

       

      “Taxes” includes any tax, levy,
duty, charge, impost, fee, deduction or withholding of any nature now or
hereafter imposed, levied, collected, withheld or assessed by any taxing or
other authority and includes any interest, penalty or other charge payable or
claimed in respect thereof.

       

      “Term” shall
have the meaning set forth in Section 10.4 of this Agreement.

       

      “TTLA” means the Technology
Transfer and License Agreement for 68-50NM Process Nodes, made and entered into
as of April 21, 2008, by and between the Guarantor and NTC, as amended, amended
and restated, modified or otherwise supplemented from time to time.

       

      [***] shall
have the meaning set forth in Section 9.5 of this Agreement.

       

      “2nd Closing” shall have the
meaning set forth in Section 2.4 of the Share Purchase Agreement.

       

      “2nd Close Shares” shall have the meaning
set forth in Section 2.4 of the Share Purchase Agreement.

       

      1.2 Certain Interpretive
Matters.

       

      (a) Unless
the context requires otherwise, (i) all references to Sections, Articles or
Exhibits are to Sections, Articles or Exhibits of or to this Agreement, (ii)
each accounting term not otherwise defined in this Agreement has the meaning
commonly applied to it in accordance with ROC GAAP, (iii) words in the singular
include the plural and vice versa, (iv) the term “including” means “including
without limitation,” and (v) 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.  Unless otherwise denoted, all
references to “$” or
dollar amounts will be to lawful currency of the United States of
America.  All references to “day” or “days” mean calendar
days.

       

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

       

      2.  TERMS OF LOAN AND REPAYMENT.

       

      2.1 Provision of Loan.

       

      (a) Subject
to the terms and conditions of this Agreement, the Lender shall make available a
loan facility to the Borrower in the principal amount of two hundred million
U.S. dollars ($200,000,000) (the “Loan”) and the Borrower agrees
to borrow the Loan.

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      (b) Subject
to the Borrower's satisfaction or the Lender’s waiver of the conditions set
forth in Article 6 of this Agreement, the Lender shall make available and
release the entire principal amount of the Loan to the Borrower on the Drawdown
Date (which shall be a Business Day) by wire transfer to the account designated
by the Borrower, the details of which is set forth in a writing delivered by the
Borrower to the Lender.

       

      2.2 Maturity of the
Loan.

       

      (a) The
Borrower shall repay the Loan in full on the first anniversary of the Drawdown
Date (the “Maturity
Date”), unless the Loan is accelerated pursuant to this
Agreement.

       

      (b) Unless
otherwise directed by the Borrower by written notice to the Lender no later than
fifteen (15) Business Days prior to the Maturity Date, the Lender [***]
(the “New Lender”) to
make available to the Borrower a loan in the principal amount of two hundred
million U.S. dollars ($200,000,000) (the “New Loan”) on the Maturity
Date.  The New Loan may be effected by either (i) the assignment by
the Lender of its rights and obligations under the existing Loan Documentation
to the New Lender and, concurrently therewith, the entry into by the New Lender,
the Borrower and the Guarantor of a novation agreement substituting the New
Lender for the Lender and extending the Maturity Date of the Loan to the second
anniversary of the Drawdown Date (the “Novation Agreement”) or (ii)
the advance of funds to (or on behalf of) the Borrower and the entry into the
New Loan Documentation.

       

      (c) In
connection with the New Loan: (i) in the case of Section 2.2(b)(i), the Borrower
and the Guarantor shall enter into the Novation Agreement, (ii) in the case of
Section 2.2(b)(ii), the New Lender, the Borrower, the Guarantor and Micron
Technology Asia Pacific shall enter into loan documentation containing terms and
conditions substantially the same as this Agreement and the Pledge Agreement
(the “New Loan
Documentation”); provided that the terms and
conditions of the New Loan Documentation shall be no less favorable to the
Borrower, the Guarantor or Micron Technology Asia Pacific than the Loan
Documentation and the New Loan Documentation shall not contain the
representations and warranties set forth in Sections 7.4, 7.5 or
7.8.  The obligation of the New Lender to provide the New Loan shall
be subject to: (i) the creation and perfection of a first-priority pledge on the
same Collateral in favor of the New Lender; and (ii) no Event of Default has
occurred and is continuing (other than a Non-Attributable Event).  At
least sixty (60) days prior to the Maturity Date, the Lender will identify the
New Lender to the Borrower and provide proposed drafts of the Novation Agreement
or the New Loan Documentation, as applicable.  The New Loan shall be
used exclusively for repayment of the Loan and shall be remitted directly to the
bank account designated by the Lender.

       

      (d) The
Borrower’s failure to obtain the New Loan and to repay the Loan upon the
maturity of the Loan due to cause(s) not attributable to the Borrower, the
Guarantor or Micron Technology Asia Pacific (a “Non-Attributable Event”) shall
not be deemed as an Event of Default under Section 9.1(a) of this Agreement, it
being understood that the term Non-Attributable Event includes the failure of
the New Lender to provide the New Loan so long 

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      as the
Borrower has used commercially reasonable efforts to negotiate and enter into
the New Loan Documentation with the New Lender.  If a Non-Attributable
Event occurs, during the period between the occurrence of such Non-Attributable
Event and the date the proceeds of the New Loan are disbursed on behalf of the
Borrower to the Lender’s designated bank account, (i) the Lender will not
exercise any of its rights or remedies under Section 9.2, the Loan Documentation
or otherwise, (ii) no assignment shall be made as set forth in Section 10.3,
(iii) no setoff contemplated by Section 10.3 shall be made, and (iv) the past
due interest rate under Section 3.4 shall not apply.

       

      2.3 Use of
Proceeds.  All proceeds of the Loan shall be exclusively used
to finance the purchase of the 2nd Close
Shares and to pay related fees and expenses.

       

      2.4 Repayment Mechanics.  All
repayments hereunder shall be made by wire transfer of such amounts in
immediately available funds denominated in U.S. dollars to the Lender, at such
place and to such account as the Lender shall designate in a written notice to
the Borrower.  Payments shall be credited first to costs and expenses
due and payable hereunder (including the costs incurred under Sections 9.3),
then to the accrued interest then due and payable and the remainder applied to
principal.  The Loan may be prepaid, without penalty or premium, in
whole or in part from time to time, provided that:

       

      (a) Notice:
the Borrower shall have given the Lender not less than three (3) Business Days’
(or such shorter period as may be agreed between the Borrower and the Lender)
prior written notice specifying the amount to be prepaid and the date of
prepayment; and

       

      (b) Interest:
the Borrower shall concurrently pay accrued and unpaid interest on the full
amount of the Loan to be prepaid on the date of such prepayment.

       

      2.5 Taxes.

       

      (a) All
payments to be made by the Borrower or the Guarantor to the Lender under the
Loan Documentation shall be made free and clear of any deduction or withholding
on account of any Taxes.  If the Borrower, the Guarantor or any other
person is required by any law or regulation to make any such deduction or
withholding, the Borrower or the Guarantor (as applicable) shall (i) pay such
deducted or withheld amount to the applicable tax authorities and, promptly upon
the Lender’s request, deliver to the Lender the certificate or receipt
evidencing such payment and (ii) pay such additional amount as will ensure that
the Lender receives and is entitled to retain, free and clear of any such
deduction or withholding, the full amount which it would have received if no
such deduction or withholding had been required.  Without limiting the
foregoing, if the Lender or any other person on the Lender's behalf is required
by any law or regulation to make a payment on account of any such withholding
Tax or incurs any liability in respect thereof, the Borrower or the Guarantor
(as applicable) shall, within ten (10) Business Days after demand by the Lender
(which demand shall provide a calculation in reasonable detail of such payment),
indemnify the Lender against such payment or liability and any interest, penalty
or expense payable or incurred in connection therewith.  The
obligations of the Borrower and the Guarantor under this Section 2.5(a) are
subject to (i) the Lender executing any applicable tax withholding forms (Form
W-8BEN or its equivalent or any other 

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      form
prescribed by law as a basis for claiming exemption from or reduction in
withholding tax) as reasonably requested by the Borrower, Guarantor or the
United States Internal Revenue Service for United States taxation purposes,
together with such supplementary documentation necessary to allow the Borrower
to determine whether the withholding or deduction is required to be made, and
(ii) the representation and covenant contemplated by Section 10.13 being true
and complied with. The Lender agrees to use its commercially reasonable efforts,
at the cost and expense of the Borrower and/or Guarantor, to otherwise assist
the Borrower and/or the Guarantor to obtain the exemption status for any such
deduction or withholding.  Nothing in this Section 2.5 shall require
the Borrower or the Guarantor to make any payment on or indemnify the Lender for
any Taxes imposed on or measured by the Lender’s overall net income (however
denominated) and franchise Taxes imposed on the Lender under applicable ROC
laws.

       

      (b)  If
the Lender determines that it has received a refund of, or reduction in its
liability for, any Taxes as a result of amounts paid or withheld by the Borrower
and/or the Guarantor pursuant to this Section 2.5, the Lender shall pay over
such refund or reduction to the Borrower and/or the Guarantor (but only to the
extent of the amounts paid or withheld by the Borrower and/or the Guarantor
under this Section 2.5 with respect to the Taxes giving rise to such refund or
reduction), net of all out-of-pocket expenses of the Lender and without interest
(other than any interest paid by the relevant governmental authority with
respect to such refund or reduction), provided that the Borrower
and/or the Guarantor, upon the request of the Lender, agrees to repay the amount
paid over to the Borrower and/or the Guarantor to the Lender in the event the
Lender is required to repay such refund or reduction to such Governmental
Entity.  This Section 2.5 shall not be construed to require the Lender
to make available its tax returns (or any other information relating to its
Taxes that it deems confidential) to the Borrower and/or the Guarantor or any
other person.

       

      3. INTEREST.

       

      3.1 Calculation of
Interest.  The rate of interest on the Loan for each Interest
Period shall be the percentage rate per annum, which is the aggregate of the
applicable three-month LIBOR and a margin of two percent (2%), rounded up to the
nearest fourth decimal point.  For the purpose of this Section 3.1,
LIBOR shall mean (a) the British Bankers’ Association’s London Interbank Offered
Rate for U.S. dollars for a tenor equal to (or most comparable to) the Interest
Period displayed on the Reuters Screen Page 3750 at 11:00 a.m. (Taipei time) on
the date which is two (2) Business Days prior to the commencement of the
applicable Interest Period or (b) if the rate specified in clause (a) is not
available for any reason, the offer rate for U.S. dollars for a tenor equal to
(or most comparable to) the Interest Period displayed on Reuters Screen Page
TAIFX3 at 11:00 a.m. (Taipei time) on the date which is two (2) Business Days
prior to the commencement of the applicable Interest Period.

       

      3.2 Interest
Period.  The initial Interest Period shall commence on the
Drawdown Date, with each successive Interest Period commencing on the last day
of the prior Interest Period.

       

      3.3 Payment of
Interest.  The Borrower shall pay accrued interest in arrears
on the Loan on the last day of each Interest Period, and the amount of interest
shall be computed on the 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      basis of
the actual number of days elapsed (including the first day but excluding the
last day of such Interest Period) and a year of three hundred and sixty (360)
days.

       

      3.4 Past Due
Rate.  If the Borrower fails to pay any amount payable by it
under the Loan on its due date, past due interest shall accrue on such unpaid
amount at the rate of 10% per annum from the due date up to the date of actual
payment of the unpaid amount (both before and after judgment). The Borrower
shall pay past due interest (if unpaid) accruing on an unpaid sum at the end of
each Interest Period applicable to that unpaid sum or on demand of the
Lender.

       

      4. GUARANTEE.

       

      4.1 Guarantee.  The
Guarantor hereby fully and unconditionally guarantees the due and punctual
payment of all amounts payable by the Borrower under this Agreement (the “Guarantee”), in each case when and
as the same shall become due and payable, and, in each case, in accordance with
the terms of this Agreement.  The Guarantor hereby expressly waives
its right to require the Lender to pursue or exhaust its legal or equitable
remedies against the Borrower prior to exercising its rights hereunder against
the Guarantor.

       

      4.2 Joint and Several
Liability.  The Guarantor hereby agrees that its obligations
hereunder shall be as if it were the principal debtor and not merely surety, and
shall be absolute and unconditional, irrespective of, and unaffected by, any
invalidity, irregularity or unenforceability of the Loan Documentation, any
failure to enforce the provisions of the Loan Documentation, any waiver,
modification or indulgence granted to the Borrower with respect thereto by
the Lender, or any other circumstance that may otherwise constitute a legal or
equitable discharge of a surety or guarantor.  Except as otherwise
expressly provided in the Loan Documentation, the Guarantor hereby waives
diligence, presentment, demand of payment, filing of claims with a court in the
event of merger or bankruptcy of the Borrower, any right to require a proceeding
first against the Borrower or the Collateral, protest or notice with respect to
any indebtedness evidenced thereby or hereby and all demands whatsoever, and
covenants that the Guarantee of the Guarantor will not be discharged with
respect to the Loan Documentation except by payment in full of all amounts owing
in respect thereof.  If at any time any payment under the Loan
Documentation is rescinded or must be otherwise restored or returned upon the
insolvency, bankruptcy or reorganization of the Borrower, the Guarantor's
obligations hereunder with respect to such payment shall be reinstated as of the
date of such recession, restoration or return as though such payment had become
due but had not been made at such time.

       

      5. PLEDGE
AND SECURITY INTEREST.

       

      5.1 Pledge of the
Shares.

       

      (a) Without
prejudice to and in addition to Lender’s right toward the Guarantor under
Article 4 of this Agreement, as security for the performance in full of the
obligations of the Borrower and the Guarantor under this Agreement, the
Borrower, Micron Technology Asia Pacific (each, a “Pledgor” and collectively, the
“Pledgors”) and the
Lender shall enter into a share pledge agreement in the form and substance
attached hereto as Exhibit B (the “Pledge Agreement”) and the
Pledgors shall create a first priority security interest 

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      maximum
amount pledge in an amount not to exceed two hundred fifty million U.S. dollars
($250,000,000) in favor of the Lender (the “Pledge”), in all of the right,
title and interest of the Pledgors in and to (i) all of the Shares, and (ii) all
rights and privileges of the Pledgors, whether now owned or hereafter acquired,
with respect to the Shares, all proceeds, income and profits thereof and all
property received in exchange or substitution therefore (items (i) and (ii)
collectively, the “Collateral”).

       

      (b) As soon
as practical but in no event later than the next Business Day when the TDCC
completes the entries of the 2nd Close Shares in the Borrower's custodian bank’s
depository account, the Pledgors shall, or shall cause their respective
custodian bank to, immediately apply for the book-entry pledge of the Shares and
perfect the Pledge on the same day such Pledge creation application is
filed.

       

      6. CONDITIONS
PRECEDENT.

       

      The
Lender shall only be obligated to provide the Loan when each of the following
conditions has been satisfied:

       

      (a) The
Lender shall have received this Agreement duly executed and delivered by the
Borrower and the Guarantor.

       

      (b) The
Pledgors shall have become the legal record and beneficial owner of and shall
have good and marketable title to its respective portion of the Shares, and the
acquisition of the Shares shall have been approved by the Investment
Commission of the ROC Ministry of Economic Affairs pursuant to the ROC Statute
for Investment by Foreign Nationals.

       

      (c) The
Lender shall have received the Pledge Agreement, duly executed and delivered by
the Pledgors, granting to the Lender, for its benefit, a security interest in
the Collateral described therein together with such financing and assignment
documents as may be provided in the Pledge Agreement and evidence reasonably
satisfactory to the Lender with respect to the Lender’s first priority security
interest in the Collateral.

       

      (d) The
Lender shall have received certified copies of all action taken by the Borrower
and/or the Guarantor authorizing the execution, delivery and performance of the
Loan Documentation.

       

      (e) The
creation and perfection of the Pledge in a timely manner as set forth in Section
5.1 of this Agreement shall have been completed, which might be evidenced by any
notices and acknowledgements required to perfect or give effect to the security
created under the Loan Documentation, including, but not limited to, a
securities passbook/statement produced by the securities agent of the Lender
evidencing the creation of the Pledge.

       

      (f) No Event
of Default or Potential Event of Default shall have occurred and be
continuing.

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      7. REPRESENTATIONS AND
WARRANTIES.

       

      Each of
the Borrower and the Guarantor represents and warrants, jointly and severally,
to the Lender that each of the
representations, warranties and statements contained in the following Sections
of this Article 7 is true and correct as of the Agreement Date.

       

      7.1 Organization; Good Standing
and Qualification.  The Borrower is a private limited liability
company duly incorporated and validly existing under the laws of The
Netherlands. The Guarantor is a corporation duly incorporated and validly
existing under the laws of the State of Delaware.  Each of the
Borrower and the Guarantor has all requisite corporate power and authority to
own, lease and operate its properties and assets that it currently owns, leases
or operates and to carry on its business as now conducted and as presently
proposed to be conducted.

       

      7.2 Authorization.  All
corporate action on the part of the Borrower and the Guarantor, their respective
officers, directors and stockholders necessary for the authorization, execution
and delivery of the Loan Documentation to which it is a party and the
performance of all obligations of the Borrower and the Guarantor hereunder has
been taken.  Each of the Loan Documentation to which it is a party
constitutes a valid and legally binding obligation of the Borrower and the
Guarantor, as the case may be, enforceable against the Borrower and the
Guarantor in accordance with its terms, except to the extent that the
enforceability thereof may be limited by applicable bankruptcy, insolvency,
moratorium, and other laws affecting creditor’s rights generally and by
equitable principles (regardless of whether enforcement is sought in equity or
at law).

       

      7.3 Governmental
Consents.  Other than (a) foreign investment approval from the
Investment Commission of the ROC Ministry of Economic Affairs and (b)
anti-competition approvals under Applicable Law, which are required for the
2nd
Closing, no consent, approval, order or authorization of, or registration,
qualification, designation, declaration or filing with, any Governmental Entity
on the part of the Borrower or the Guarantor is required in connection with the
consummation of the transactions contemplated by the Loan Documentation except
as have been made or obtained (it being understood that no representation or
warranty is being made as to any such consents, approvals, orders,
authorizations, registrations, qualifications, designations or filings which may
be required in connection with the exercise by Lender of any of its rights and
remedies against the Collateral).

       

      7.4 Financial Statements.

       

      (a) The
Original Financial Statements were prepared in accordance with U.S. GAAP
consistently applied save to the extent expressly disclosed in such Original
Financial Statements.

       

      (b) The
Original Financial Statements and each other set of financial statements
delivered by the Borrower and the Guarantor pursuant to Section 8.3 of this
Agreement fairly present in all material respects the consolidated financial
condition and results 

       

      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

      of
operations of the Guarantor and its Subsidiaries as at the dates or for the
periods specified therein.

       

      (c) Except as
disclosed in the Guarantor SEC Filings, there has been no material adverse
change in the condition (financial or otherwise), assets or business of the
Guarantor and its Subsidiaries, taken as a whole, since the date of the Original
Financial Statements.

       

      7.5 No Proceedings Pending or
Threatened.  Except for any litigation, arbitration or
administrative proceedings disclosed in the Guarantor SEC Filings, no
litigation, arbitration or administrative proceedings of or before any court,
arbitral body or agency, is pending or, to the Borrower’s and/or the Guarantor’s
knowledge, threatened in writing against the Borrower or the Guarantor which
could reasonably be expected to have a Material Adverse Effect.

       

      7.6 Non-conflict With Other
Obligations.  The entry into and performance by the Borrower
and/or the Guarantor of the Loan Documentation to which it is a party, and the
consummation by them of the transactions contemplated thereby, do not and will
not conflict with or result in a breach of, as the case may be:

       

      (a) any law
or regulation applicable to it;

       

      (b) its
constitutional documents;

       

      (c) any
material agreement or instrument binding upon it or any of its assets;
and

       

      (d) any of
its borrowing limits or powers or any power exercisable by its directors in
connection therewith;

       

      except,
in each case where such conflict or breach would not reasonably be expected to
have a Material Adverse Effect.

       

      7.7 No
Default.  No Event of Default is continuing or would reasonably
be expected to result from the making of the Loan.

       

      7.8 No Unpaid
Taxes.  Each of the Borrower or the Guarantor has, to the
extent required by Applicable Law, timely filed all material tax returns that
are required to have been filed by it and has paid all material taxes, fees and
other charges properly imposed on it by any relevant governmental authority,
except such taxes, fees or other changes that are being contested in good faith
by appropriate proceedings and for which adequate reserves are maintained on the
Borrower’s and/or Guarantor’s books to the extent required by U.S.
GAAP.

       

      7.9 No
Winding-up.  Each of the Borrower and the Guarantor has
not taken any corporate action, nor have any other steps been taken or
legal proceedings been started or threatened in writing against it, for its
winding-up, dissolution or administration or for the appointment of a receiver,
administrator, administrative receiver, trustee or similar offices of it or of
any or all of its assets or revenues.

       

      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

      7.10 Ownership of the
Shares.  Subject to the completion of the transfer of the
Shares pursuant to the Share Purchase Agreement, each Pledgor is the record and
beneficial owner of the Shares held by it, which are free and clear of any lien,
security interest, charge, encumbrance or claim (other than Permitted Liens) and
each Pledgor has the power and capacity to execute, deliver and perform the Loan
Documentation to which it is a party and to create the Pledge in favor of the
Lender; provided that neither the
Borrower, the Guarantor nor any Pledgor shall be responsible for any defect in
title of the Shares that results, directly or indirectly, from a bankruptcy or
other insolvency with respect to any of Qimonda or its Affiliates.

       

      7.11 Effective
Pledge.  The provisions of the Pledge Agreement and
registration of the Pledge with the TDCC will be effective to create in favor of
the Lender a valid, binding and enforceable security interest in all of each
Pledgor’s right, title and interest of the Collateral, and constitute a fully
perfected first priority pledge in all right, title and interest of such Pledgor
in such collateral, superior in right to any liens which any third Person may
have against such collateral or interests therein; provided that neither the
Borrower, the Guarantor nor any Pledgor shall be responsible for any defect with
respect to the Pledge that results, directly or indirectly, from a bankruptcy or
other insolvency with respect to any of Qimonda or its Affiliates.

       

      8. COVENANTS.

       

      So long
as any amount under the Loan Documentation is outstanding, the Borrower and the
Guarantor hereby jointly and severally agree to:

       

      8.1 Authorizations.  Obtain
when required, make and keep in full force and effect all authorizations from
and registrations with any Governmental Entity and other Persons that may be
required to enable the Borrower and the
Guarantor to own their respective assets and carry on their respective
business from time to time being conducted, except where the failure to so
obtain or keep in effect would not materially impair such party’s ability to
perform such party’s obligations under the Loan Documentation to which such
party is a party, and to perform their respective obligations under any Loan
Documentation to which the Borrower or the
Guarantor, as applicable, is a party and to ensure the legality,
validity, and enforceability of such Loan Documentation.

       

      8.2 Necessary
Acts.  Upon request by the Lender, do or procure the doing of
all such acts and execute or procure the execution of all such documents as the
Lender may reasonably consider necessary for giving full effect to the Loan
Documentation or securing to the Lender the full benefits of all rights, powers
and remedies conferred upon the Lender in the Loan Documentation.

       

      8.3 Financial Statements and
Other Information.  With respect to the Guarantor, deliver to
the Lender the following in English: (a) copies of the Guarantor’s Annual Report
on Form 10-K and Quarterly Report on Form 10-Q promptly after any such report is
filed by the Guarantor with the United States Securities and Exchange
Commission; and (b) copies of all documents or other information sent by the
Guarantor to its stockholders generally.  All financial statements
delivered by the Guarantor pursuant to this Section 8.3 shall be prepared under
U.S. GAAP.  Any report, document or information contemplated by the
foregoing sentence that is 

       

      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

      available
on the U.S. Securities and Exchange Commission’s website shall be deemed to have
been delivered by the Guarantor to the Lender.

       

      8.4 Notification of
Defaults.  Promptly notify the Lender upon the Chief Executive
Officer, Chief Operating Officer, Chief Financial Officer, the Treasurer or
General Counsel of the Guarantor obtaining knowledge of the occurrence of any
default or Event of Default hereunder or of any default under the Pledge
Agreement or the U.S.$85 million loan agreement between the Guarantor and the
Company.

       

      8.5 Inspection.  Grant
the Lender, its representatives, agents and/or advisors, the right to reasonable
access to inspect the facilities and books of the Borrower and the
Guarantor.  Notwithstanding anything to the contrary in this
Agreement, neither the Borrower nor the Guarantor will be required to disclose,
permit the inspection or examination of, any document, information or other
matter that (i) constitutes non-financial trade secrets or non-financial
proprietary information, (ii) in respect of which disclosure to the Lender
(or its designated representative) is then prohibited by Applicable Law or any
agreement binding on the Borrower, the Guarantor or any of their Subsidiaries or
(iii) is subject to attorney-client or similar privilege or constitutes
attorney work product.

       

      8.6 Compliance with
Laws.  Procure that each of the Borrower and the Guarantor
shall comply in all material respects with all laws to which such party may be
subject, if failure so to comply would materially impair such party’s ability to
perform such party’s obligations under the Loan Documentation to which such
party is a party.

       

      8.7 Environmental
Compliance.
Comply in all material respects with all applicable environmental laws,
obtain and maintain any environmental permits necessary to the Borrower’s or the
Guarantor’s business and take all reasonable steps in anticipation of known or
expected future changes to or obligations under environmental law or any
environmental permits, in each case where the failure to do so could reasonably
be expected to have a Material Adverse Effect.

       

      8.8 Taxes.  Pay
and discharge all material taxes, assessments and governmental charges or levies
whatsoever imposed on the Borrower or the Guarantor
or on its income or profits or on any of the property of the Borrower or the
Guarantor prior to the date on which penalties attach thereto, and timely
file all returns relating thereto, except to the extent that any such tax,
assessment, governmental charge, levy or claim is being contested in good faith
and by appropriate proceedings and for which adequate segregated reserves have
been established therefore to the extent required by U.S. GAAP or where the
failure to so pay, discharge or file would not materially impair such party’s
ability to perform such party’s obligations under the Loan Documentation to
which such party is a party.

       

      8.9 Maintenance of
Insurance.  Maintain or procure to be maintained with reputable
insurers insurances on and in relation to its business and assets:

       

      (a) against
those risks customarily insured against by prudent companies carrying on a
similar business; and

       

      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

      (b) against
those risks required by Applicable Law.

       

      8.10 Maintenance of
Property.  Procure that each of the Borrower and the
Guarantor will maintain and preserve in good working order (ordinary wear
and tear excepted) all of the assets necessary to the conduct of its business
from time to time, except where the failure to do so would not materially impair
such party’s ability to perform such party’s obligations under the Loan
Documentation to which such party is a party.

       

      9. EVENTS OF
DEFAULT.

       

      9.1 Events of
Default.  The occurrence and continuance of any of the
following shall constitute an Event of Default under this
Agreement:

       

      (a) the
Borrower’s or Guarantor’s failure to make any payment of principal, interest or
any other amount payable hereunder when due under the Loan Documentation and
such failure continues unremedied for three (3) Business Days in the case of
payments of principal or five (5) Business Days in the case of interest or any
such other amount;

       

      (b) the Borrower’s or Guarantor’s failure to duly and
punctually
perform its material obligations or covenants
under the Loan
Documentation and such failure continues for 30 days after the Lender provides
written notice thereof to the Borrower and the Guarantor;

       

      (c) any
representation, warranty or statement made or deemed to be made by the Borrower
or the Guarantor in the Loan Documentation is or proves to have been incorrect
or misleading in any material respect when made;

       

      (d) the
filing of a petition by or against the Borrower or the Guarantor under any
provision of any law relating to bankruptcy, insolvency or other relief for
debtors; and in the case of any such petition filed against the Borrower or the
Guarantor, such petition remains unstayed or undismissed for a period of sixty
(60) days; or appointment of a receiver, trustee, custodian or liquidator of or
for all or any part of the assets or property of the Borrower or the Guarantor;
or the insolvency of the Borrower or the Guarantor; or the making of a general
assignment for the benefit of creditors by the Borrower or the Guarantor;


       

      (e) any Loan
Documentation, once executed and delivered, ceases to be in full force and
effect or ceases to be effective to create the security interest;
and

       

      (f) any
actual or asserted invalidity or unenforceability by the Borrower or the
Guarantor of the Guarantee or the Pledge.

       

      9.2 Remedies.  Upon
the occurrence and during the continuance of any Event of Default, the Lender,
at its option, may:  (i) by notice to the Borrower and the Guarantor,
declare the unpaid principal amount of the Loan, all interest accrued and unpaid
thereon and all other amounts payable hereunder to be immediately due and
payable, whereupon the unpaid principal amount of the Loan, all such interest
and all such other amounts shall become immediately due and payable, without
presentment, demand, protest or further notice of any kind, provided that if an event
described in Section 9.1(d) above shall occur without the giving of any such
notice and 

       

      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

      (ii) upon
the acceleration of the Loan, exercise its rights and remedies under the Pledge
Agreement.

       

      9.3 Costs.  The
Borrower and the Guarantor agree to pay on demand all of the losses, costs and
expenses (including reasonable attorneys' fees and disbursements) that the
Lender incurs in connection with enforcement of the Loan Documentation, the
protection or preservation of the Lender's rights under the Loan Documentation
or collection of amounts due under the Loan Documentation, whether by judicial
proceeding or otherwise.  Such costs and expenses include those
incurred in connection with any refinancing, or any bankruptcy, insolvency,
liquidation or similar proceedings.

       

      9.4 Waivers.  Except
as otherwise set forth herein or in the Loan Documentation, the Borrower and the
Guarantor hereby waive diligence, demand, presentment, protest or notice of any
kind in connection with the exercise by the Lender of its rights under the Loan
Documentation.  The Borrower and the Guarantor agree to make all
payments under the Loan Documentation without setoff (except as may be requested
by the Lender) or deduction and regardless of any counterclaim or
defense.

       

      9.5 [***]  Notwithstanding
anything to the contrary contained in the Loan Documentation, the Borrower, the
Guarantor and the Lender acknowledge that if the Borrower, the
Guarantor and/or Micron Technology Asia Pacific is required [***]
shall not give rise to a basis for a claim of breach of a representation,
non-compliance or default or Event of Default under the Loan
Documentation.  If [***] occurs, neither the Borrower nor the
Guarantor nor Micron Technology Asia Pacific shall have an obligation to provide
any additional collateral to the Lender and Lender’s interest in the Shares
shall be limited to the interest, if any, the Borrower or Micron Technology Asia
Pacific has in the Shares as a result of [***].

       

      10. GENERAL PROVISIONS.

       

      10.1 Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed duly given upon (a) transmitter’s confirmation of a receipt of a
facsimile transmission, (b) confirmed delivery by a standard overnight or
recognized international carrier or when delivered by hand, or (c) delivery in
person, addressed at the following addresses (or at such other address for a
party as shall be specified by like notice):

       

      (a) if to
Borrower, to:

       

      Micron
Semiconductor B.V.

      8000
South Federal Way

      Boise,
Idaho  83716-9632

      Fax:  (208)
363-1309

      Attention:  General
Counsel

      


      With a
copy to:

       

      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

      Micron
Technology, Inc.

      8000
South Federal Way

      Boise,
Idaho  83716-9632

      Fax:  (208)
368-4095

      Attention:
Treasurer

      With a
copy to:

      Wilson
Sonsini Goodrich & Rosati, P.C.

      650 Page
Mill Road

      Palo
Alto, California 94304

      Fax:  (650)
493-6811

      Attention:  John
A. Fore, Esq.

       

      (b) if to
Guarantor, to:

      


      Micron
Technology, Inc.

      8000
South Federal Way

      Boise,
Idaho  83716-9632

      Fax:  (208)
363-1309

      Attention:  General
Counsel

      


      With a
copy to:

      Micron
Technology, Inc.

      8000
South Federal Way

      Boise,
Idaho  83716-9632

      Fax:  (208)
368-4095

      Attention:
Treasurer

      


      With a
copy to:

      Wilson
Sonsini Goodrich & Rosati, P.C.

      650 Page
Mill Road

      Palo
Alto, California 94304

      Fax:  (650)
493-6811

      Attention:  John
A. Fore, Esq.

       

      (c) if to
Lender, to:

      


      Nan
Ya Plastics Corporation

      3F, 201
Tun Hua N. Road

      Taipei
105, Taiwan, ROC

                           Fax:
886.2.27178533

                           Attention:  President
Office

      


      With a
copy (which shall not constitute notice) to:

      


      Nanya
Technology Corporation

      Hwa-Ya
Technology Park 669

       

      
        
          
          

        

        
          17

          
            

          

        

        
          
          

        

      

      Fuhsing 3
RD. Kueishan

      Taoyuan,
Taiwan ROC

                           Fax:
886.3.396.2226

                           Attention:
Legal Department

       

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

       

      10.3 Assignment.  This
Agreement or any right or obligation hereunder, is not assignable, delegable or
otherwise transferable by any party, either voluntarily, by operation of law, or
otherwise, without the prior written consent of the other parties (which consent
may be withheld in its sole discretion); provided that the Lender may
assign its rights and obligations hereunder as contemplated by Section 2.2;
provided further that after the
repayment in full of the U.S.$85 million loan to the Company from the Borrower,
the Lender may, by sending a written notice to the Borrower and the Guarantor at
least three (3) Business Days prior to the effective date of any such
assignment, assign any or all of its rights to payment of the Loan from the
Borrower and/or the Guarantor hereunder to NTC when the Borrower or the
Guarantor’s payment obligations under the Loan Documentation is
due.  Upon the assignment to NTC, NTC shall have the right to offset
its payment obligations payable under the TTLA against any right or claim so
assigned to NTC; provided that NTC may make any such offset only with respect to
amounts that are past due under the Loan Documentation.  Any such
purported assignment or transfer not in accordance with this Section 10.3 shall
be null and void.  Subject to the foregoing, this Agreement shall bind
and inure to the benefit of the parties and their successors and
assigns.  The transfer of any right or obligation hereunder by the
Lender shall be effected only by the surrender of the Loan, and either the
reissuance by the Lender of the Loan to a new borrower or the issuance by the
Lender of a new loan instrument to a new borrower; provided that, in the event of
an assignment contemplated by Section 2.2, the parties shall execute the
Novation Agreement and, if requested by the Borrower, reexecute this Loan
Agreement with the only changes being substituting the New Lender and extending
the Maturity Date.  The Lender represents to the Borrower that, except
as otherwise permitted by this Section 10.3, it is and will remain the holder of
the Loan.  This provision is intended to satisfy the requirements of
Section 881(c)(2) of the Internal Revenue Code and Section 1.871-14 of the
Treasury Regulations.

       

      10.4 Term.  The
term of the Agreement shall commence from the date hereof and end on the date
upon which all the Borrower's and the Guarantor's obligations and liabilities
under the Loan Documentation, including, without limitation, the repayments
of the Loan and the interest, have been duly performed (the “Term”).

       

      10.5 Amendment.  This
Agreement may not be amended or modified without the written consent of all
parties hereto.

       

      
        
          
          

        

        
          18

          
            

          

        

        
          
          

        

      

      10.6 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 and NTC, any legal or
equitable right, remedy or claim under or in respect of this Agreement or any
covenant, condition or other provision contained herein.

       

      10.7 Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the ROC, without giving effect to its conflict of
laws principles.

       

      10.8 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
Agreement shall be brought in the Taipei District Court, located in Taipei,
Taiwan, and each of the
parties hereto hereby consents and submits to the exclusive jurisdiction of such
court (and of the appropriate appellate courts therefrom) in any such suit,
action or proceeding and irrevocably waives, to the fullest extent permitted by
Applicable Law, 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.

       

      10.9 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.

       

      10.10 Entire
Agreement.  This Agreement, together with the Exhibits hereto
and the agreements and instruments referred to 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, among the
parties hereto with respect to the subject matter hereof.

       

      10.11 Taxes.  Except
as otherwise set forth in this Agreement, all Taxes incurred or imposed in
connection with this Agreement and the transactions contemplated hereby shall be
paid by the party subject to such Tax.

       

      10.12 Cost and
Expenses.  The Borrower and Guarantor agree to pay promptly on
demand the expenses and fees incurred by the Lender that are charged by the
securities agent of the Lender in connection with the creation and perfection of
the Pledge; provided, however, that neither the
Borrower nor the Guarantor shall be liable for any expense or fees associated
with the creation and perfection of a pledge on the Collateral in favor of the
New Lender.  Except as otherwise set forth herein or in the Loan
Documentation, the Borrower and the Lender shall be responsible for their own
out-of pocket expenses incurred by them in the preparation, negotiation and
performance of the Loan Documentation (including, but not limited to, legal fees
and service fees to professional advisors).

       

      10.13 Lender Representation and
Covenant.  The Lender hereby represents and warrants that it is
not a ten percent (10%) shareholder (as that term is defined in Section
871(h)(3)(B) of the Internal Revenue Code) of the Guarantor on the Agreement
date and hereby 

       

      
        
          
          

        

        
          19

          
            

          

        

        
          
          

        

      

      agrees
that it will not become a ten percent (10%) shareholder of the Guarantor during
the Term of the Loan.

       

      10.14 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 and effect in all other respects.  Should any provision of
this Agreement be or become ineffective because of changes in Applicable Law 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.

       

      10.15 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.

       

      10.16 Confidential
Information.

       

      (a) The
parties hereby acknowledge that the terms and conditions of the Loan
Documentation and the information requested to be disclosed herein which is not
available to the public shall be considered confidential information
(collectively, the “Confidential Information”),
and the parties agree that the term Confidential Information includes (i) on the
part of the Borrower and the Guarantor, any information received from the Lender
or NTC under, pursuant to or in connection with the Loan Documentation or
the transactions contemplated thereby, and (ii) on the part of the Lender, any
information received from the Borrower, the Guarantor or Micron Technology Asia
Pacific under, pursuant to or in connection with the Loan Documentation or the
transactions contemplated thereby.  The parties shall not disclose any
Confidential Information to any third party except in accordance with the
provisions of this Section 10.16.  Notwithstanding the foregoing, the
term "Confidential Information" shall not include information that (i) is or
becomes published or otherwise generally available to the public through no
fault or omission of the applicable party or any of its Affiliates, employees,
lenders, accountants or attorneys, (ii) was available to the applicable party on
a non-confidential basis prior to its disclosure to such party pursuant to the
Loan Documentation or (iii) becomes available to the applicable on a
non-confidential basis from a source other than the other parties.

       

      (b) Notwithstanding
the foregoing, any of the parties may disclose any of the Confidential
Information to its Affiliates, employees, lenders, accountants and attorneys, in
each case only where such Persons have the need to know and so long as such
Persons agree to keep the information confidential in accordance with this
Section 10.16.

       

      (c) In the
event that any of the
parties is requested or becomes legally compelled (including without
limitation, including by the Securities and Futures Bureau, Financial
Supervisory Commission, Executive Yuan, ROC, the Taiwan Stock Exchange or the
U.S. Securities Exchange Commission) to disclose the Confidential Information,
such party, 

       

      
        
          
          

        

        
          20

          
            

          

        

        
          
          

        

      

      shall
provide the other parties with prompt written notice of that fact before such
disclosure is made and furnish for disclosure only that portion of the
information which is legally required.

       

      (d) Each of
the Lender, the Borrower and the Guarantor agrees that it will provide the other
parties with drafts of any documents, press releases or other filings in which
it is required to disclose the Confidential Information at least five (5)
business days or such other period as required by law, whichever is shorter,
prior to the filing or disclosure thereof, and that it will make any changes to
such materials reasonably requested by the other parties to the extent permitted
by Applicable Law.  If confidential treatment is requested by any of
the other parties, the party seeking disclosure of the Confidential Information
agrees to file a request on behalf of such other party and shall use its
commercially reasonable efforts in responding to any comments by any such stock
exchange or securities regulatory body or authority to cause such confidential
treatment to be granted.

       

      (e) Notwithstanding
Section 10.4 provides otherwise, the obligations of this Section 10.16 with
respect to any Confidential Information or with respect to any discussions or
agreements between the parties shall survive and continue for five (5) years
from the date of this Agreement.

       

      (f) The
Lender understands and agrees that the Guarantor will file the Loan
Documentation, as well as a summary of the Loan Documentation, with the U.S.
Securities and Exchange Commission (or any other Governmental Entity or
regulatory body or stock exchange) and such filings will not be subject to the
restrictions and procedures set forth in this Section 10.16.

       

      [Signature
Page Follows]

      


      
        
          
            
               

            

             


          

          
            21

            
              

            

          

          
             


            
              CONFIDENTIAL

            

          

        

      

      


      


      The
parties hereto have caused this Agreement to be executed and delivered as of the
date first written above.

      


      


        
          	
                  MICRON
      TECHNOLOGY, INC.

                	 
	 
      	 
      	 
	 
      	 
      	 
	 
      	 
      	 
	
                  By:

                	
                  /s/ D. Mark
      Durcan

                	 
	
                  Name:

                	
                  D.
      Mark Durcan

                	 
	
                  Title:

                	
                  President
      and Chief Operating Officer

                	 


        




      


      
        
          
            
              [SIGNATURE
PAGE TO LOAN AGREEMENT BETWEEN MICRON TECHNOLOGY INC., MICRON SEMICONDUCTOR B.V.
AND NAN YA PLASTICS CORPORATION]

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      The
parties hereto have caused this Agreement to be executed and delivered as of the
date first written above.

       

      


        
          	
                  MICRON
      SEMICONDUCTOR B.V.

                	 
	 	 	 
	 	 	 
	 
      	 
      	 
	
                  By:

                	
                  /s/ Thomas L. Laws, Jr.

                	 
	
                  Name:

                	
                  Thomas
      L. Laws, Jr.

                	 
	
                  Title:

                	
                  Managing
      Director A

                	 
	 	 	 
	 
      	 
      	 
	
                  By:

                	
                  /s/ S.
      Boermans   /   /s/ A.M.L.
      Kuijpers

                	 
	
                  Name:

                	
                   S.
      Boermans      /   A.M.L.
      Kuijpers

                	 
	
                  Title:

                	
                  Trust
      International Management (T.I.M.) B.V.

                	 


        





      


      
        
          
            
              [SIGNATURE
PAGE TO LOAN AGREEMENT BETWEEN MICRON TECHNOLOGY INC., MICRON SEMICONDUCTOR B.V.
AND NAN YA PLASTICS CORPORATION]

            

             


          

          
             


            
              

            

          

          
             


          

        

      

      


       

      The
parties hereto have caused this Agreement to be executed and delivered as of the
date first written above.

      


      


      


        
          	
                  NAN
      YA PLASTICS CORPORATION

                	 
	 	 	 
	 	 	 
	 
      	 
      	 
	
                  By:

                	
                  /s/ C. J. Wu

                	 
	
                  Name:

                	
                  C.
      J. Wu

                	 
	
                  Title:

                	
                  Chairman

                	 
	 
      	 
      	 


        




       

      
        
          [SIGNATURE
PAGE TO LOAN AGREEMENT BETWEEN MICRON TECHNOLOGY INC., MICRON SEMICONDUCTOR B.V.
AND NAN YA PLASTICS CORPORATION]