Exhibit 4.16


    
      
        

      

    

    Exhibit
      4.16


    

      ______________________________

       

      LEXAR
        MEDIA, INC.

       

      To

       

      U.S.
        BANK NATIONAL ASSOCIATION,

      as
        Trustee

       

      ______________________________

       

      


      FIRST
        SUPPLEMENTAL INDENTURE

       

      Dated
        as
        of 

       

      June
        21,
        2006

       

      Supplementing
        the Indenture, dated

      as
        of
        March 30, 2005, between

      Lexar
        Media, Inc. and

      U.S.
        Bank
        National Association

      ______________________________

       

      5.625%
        Senior Convertible Notes due 2010

       

      ______________________________

       

      



      
        
          
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      FIRST
        SUPPLEMENTAL INDENTURE, dated as of June 21, 2006 (this “First
        Supplemental Indenture”),
        between Lexar Media, Inc., a Delaware corporation (the “Company”),
        having its principal office at 47300 Bayside Parkway, Fremont, CA 94538 and
        U.S.
        Bank National Association, a national banking association organized under
        the
        laws of the United States, as Trustee under the Indenture referred to herein
        (the “Trustee”).
        This
        First Supplemental Indenture shall become effective only immediately after
        the
        closing of the Merger in accordance with the Merger Agreement.

       

      WHEREAS,
        the Company and the Trustee heretofore executed and delivered an Indenture,
        dated as of March 30, 2005 (the “Indenture”),
        in
        respect of the 5.625% Senior Convertible Notes due 2010 (each, a “Security”
        and
        collectively, the “Securities”);
        and

       

      WHEREAS,
        the Company has entered into an Agreement and Plan of Merger, dated as of
        March
        8, 2006, with Micron Technology, Inc., a Delaware corporation (“Parent”),
        March
        2006 Merger Corp. ("Merger
        Sub"),
        a
        Delaware corporation and direct wholly owned subsidiary of Parent (as amended
        through the date hereof, the "Merger
        Agreement"),
        which
        provides that March 2006 Merger Corp. will merge with and into the Company,
        the
        separate corporate existence of March 2006 Merger Corp. shall cease and the
        Company shall continue as the surviving corporation and as a wholly owned
        subsidiary of Parent (the “Merger”);
        and

       

      WHEREAS,
        the Merger is expected to be consummated on June 21, 2006; and

       

      WHEREAS,
        each share of Company common stock, par value $0.0001 per share, of the Company
        issued and outstanding immediately prior to the effective time of the Merger,
        other than any shares of Company common stock to be canceled pursuant to
        Section
        1.6(c) of the Merger Agreement, will be canceled and extinguished and
        automatically converted into the right to receive 0.5925 (the “Exchange
        Ratio”)
        of a
        validly issued, fully paid and nonassessable share of the common stock, par
        value $0.10 per share, of Parent (subject to cash to be paid in lieu of
        fractional shares of Parent common stock); and

       

      WHEREAS,
        Section 4.11(a)(A) of the Indenture provides that, as a condition precedent
        to a merger, the Company shall execute and deliver to the Trustee a supplemental
        indenture providing that the holder of each Security then outstanding shall
        have
        the right to convert such Security into the kind and amount of shares of
        stock,
        other securities and property (including cash) receivable upon effectiveness
        of
        such merger by a holder of a number of shares of Company common stock
        deliverable upon conversion of such Security immediately prior to effectiveness
        of such merger; and

       

      WHEREAS,
        Section 4.11(a) of the Indenture further provides that such supplemental
        indenture executed and delivered by the Company in the case of a merger shall
        provide for adjustments of the Conversion Rate (as defined in the Indenture)
        which shall be as nearly equivalent as may be practicable to the adjustments
        of
        the Conversion Rate provided for in Article 4 of the Indenture; and

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      WHEREAS,
        Section 11.1(a)(8) of the Indenture provides that in the case of a merger,
        the Company and the Trustee may amend or supplement the Indenture or Securities
        without notice to or consent of any holder of Securities for the purpose
        of
        complying with the provisions of the Indenture in the event of a merger,
        consolidation or transfer of assets (including the provisions of Section
        4.11 of
        the Indenture); and

       

      WHEREAS
        the Company desires to execute and deliver this First Supplemental Indenture
        in
        accordance with Section 4.11(a)(A) of the Indenture; and

       

      WHEREAS,
        this First Supplemental Indenture has been duly authorized by all necessary
        corporate action on the part of the Company and the Trustee; and

       

      NOW,
        THEREFORE, the Company and the Trustee agree as follows that the following
        Sections of this First Supplemental Indenture supplement the
        Indenture:

       

      ARTICLE
        I  

       

      ASSUMPTION
        BY SUCCESSOR CORPORATION

       

      SECTION
        1.1  Definitions.

       

      (a)  Capitalized
        terms used herein but not defined shall have the meanings ascribed to such
        terms
        in the Indenture.

       

      (b)  Section
        1.1 of the Indenture is hereby supplemented and amended as follows:

       

      The
        definition of “Common
        Stock”
shall,
        upon consummation of the Merger, mean the common stock of Parent $0.10 par
        value
        per share as it exists on the date of this First Supplemental Indenture and
        any
        shares of any class or classes of capital stock of the Parent resulting from
        any
        reclassification or reclassifications thereof and which have no preference
        in
        respect of dividends or of amounts payable in the event of any voluntary
        or
        involuntary liquidation, dissolution or winding-up of the Parent and which
        are
        not subject to redemption by the Parent; provided,
        however,
        that if
        at any time there shall be more than one such resulting class, the shares
        of
        each such class then so issuable on conversion of Securities shall be
        substantially in the proportion which the total number of shares of such
        class
        resulting from all such reclassifications bears to the total number of shares
        of
        all such classes resulting from all such reclassifications.

       

      The
        definition of “Merger”
shall
        mean the merger of March 2006 Merger Corp., a wholly owned subsidiary of
        Parent,
        with and into the Company pursuant to that certain Agreement and Plan of
        Merger,
        dated as of March 8, 2006, as amended, by and among Parent, the Company and
        March 2006 Merger Corp., with the Company continuing as the surviving
        corporation and as a wholly owned subsidiary of Parent.

       


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      The
        definition of “Parent”
shall
        mean Micron Technology, Inc., a Delaware corporation.

       

      SECTION
        1.2  Amendments
        to Original Indenture

       

      (a)  Conversion
        Privilege and Conversion Rate.
        Section
        4.1(d) of the Indenture is amended and restated to read in its entirety as
        set
        forth in Annex A hereto.

       

      (b)  Notices.
        Section
        12.2 of the Indenture is amended and restated to read in its entirety as
        set
        forth in Annex B hereto.

       

      


       

      


       

      ARTICLE
        II  

       

      MISCELLANEOUS

       

      SECTION
        2.1  Effect
        of Supplemental Indenture.
        Upon
        the consummation of the Merger, the Indenture shall be supplemented in
        accordance herewith, and this First Supplemental Indenture shall form a part
        of
        the Indenture for all purposes, and every holder of Securities heretofore
        or
        hereafter authenticated and delivered under the Indenture shall be bound
        thereby.

       

      SECTION
        2.2  Indenture
        Remains in Full Force and Effect. Except as supplemented hereby, all
        provisions in the Indenture shall remain in full force and effect.

       

      SECTION
        2.3  Indenture
        and Supplemental Indenture Construed Together. This First Supplemental
        Indenture is an indenture supplemental to the Indenture, and the Indenture
        and
        this First Supplemental Indenture shall henceforth be read and construed
        together.

       

      SECTION
        2.4  Securities
        Deemed Conformed. As of the date hereof, the provisions of the Securities
        shall be deemed to be conformed, without the necessity for any reissuance
        or
        exchange of such Security or any other action on the part of the holders
        of the
        Securities, the Company or the Trustee, so as to reflect this First Supplemental
        Indenture.

       

      SECTION
        2.5  Conflict
        with Trust Indenture Act. This First Supplemental Indenture is hereby made
        subject to, and shall be governed by, the provisions of the Trust Indenture
        Act
        required to be part of and to govern indentures qualified under the Trust
        Indenture Act. If any provision hereof limits, qualifies or conflicts with
        another provision hereof which is required to be included in an indenture
        qualified under the Trust Indenture Act, such required provision shall
        control.

       

      SECTION
        2.6  Severability.
        In case any provision in this First Supplemental Indenture shall be invalid,
        illegal or unenforceable, then (to the extent permitted by law) the validity,
        legality and enforceability of the remaining provisions shall not in any
        way be
        affected or impaired thereby.

       

      SECTION
        2.7  Terms
        Defined in the Indenture. All capitalized terms not otherwise defined herein
        shall have the meanings ascribed to them in the Indenture.

       

      SECTION
        2.8  Benefits
        of First Supplemental Indenture Nothing in this First Supplemental
        Indenture, express or implied, shall give to any Person, other than the parties
        hereto, any paying agent, any authenticating agent, any Registrar and their
        successors hereunder and the holders of Securities any benefit or any legal
        or
        equitable right, remedy or claim under this First Supplemental
        Indenture.

       

      SECTION
        2.9  Governing
        Law. This First Supplemental Indenture shall be deemed to be a contract made
        under the laws of the State of New York, and for all purposes shall be construed
        in accordance with the laws of the State of New York, without regard to
        conflicts of laws principles thereof.

       

      SECTION
        2.10  Execution
        in Counterparts. This First Supplemental Indenture may be executed in any
        number of counterparts, each of which shall be an original, but such
        counterparts shall together constitute but one and the same
        instrument.

       

      



      
        
          
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      IN
        WITNESS WHEREOF, the parties have caused this First Supplemental Indenture
        to be
        duly executed as of the date first written above.

       

    

    LEXAR
      MEDIA, INC.

    


    By:   /S/
      Eric
      Stang                                                                  

    
      	 	
              Name:

            	 Eric Stang


    

    
      	 	
              Title:

            	 Chairman and CEO




    


    


    U.S.
      BANK
      NATIONAL 

    ASSOCIATION,
      as Trustee

    


    By:    
       /S/ Paula
      Oswald                                     

    Name:
      Paula Oswald

    Title: 
      Vice President

     

    


    
      
        
          
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    ANNEX
      A

     

    


     

    “Section
      4.1. CONVERSION PRIVILEGE AND CONVERSION RATE.

     

    (d) The
      rate
      at which shares of Common Stock shall be delivered upon conversion shall be
      initially 149.6558 shares of Common Stock for each $1,000 principal amount
      of
      Securities. Upon consummation of the Merger, the number of shares of Common
      Stock to be delivered upon conversion of each $1,000 principal amount of
      Securities shall be 88.6711 (the “Conversion
      Rate”).
      The
      Conversion Rate shall be adjusted in certain instances as provided in this
      Article 4. The “Conversion
      Price”
at
      any
      particular time shall equal $1,000 divided by the Conversion Rate at the then
      applicable time and shall be adjusted in certain instances as provided in this
      Article 4.” 

     

    


    
      
        
          
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    ANNEX
      B

     

    


     

    “Section
      12.2 NOTICES.

     

    


    Any
      demand, authorization notice, request, consent or communication shall be given
      in writing and delivered in person or mailed by first-class mail, postage
      prepaid, addressed as follows or transmitted by facsimile transmission
      (confirmed by delivery in person or mail by first-class mail, postage prepaid,
      or by guaranteed overnight courier) to the following facsimile
      numbers:

     

    If
      to the
      Company, to:

     

    Micron
      Technology, Inc.

    8000
      S.
      Federal Way 

    Boise,
      Idaho 83716

    Attention:
      General Counsel

    Facsimile
      No.: (208) 368-4617

    Telephone
      No.: (208) 368-4000

     

     

    with
      a
      copy to:

     

    Skadden,
      Arps, Slate, Meagher & Flom LLP

    525
      University Avenue

    Suite
      1100

    Palo
      Alto, California 94301

    Attention: Kenton
      J.
      King 

    Celeste
      E. Greene

    Facsimile
      No.: (650) 470-4570

    Telephone
      No.: (650) 470-4500”

     

    
      
        
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