Exhibit 10.156


    
      
        

      

      Exhibit
        10.156

      


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

       

      INTEL/MICRON
        CONFIDENTIAL

       

      


       

       

      THE
        INTERESTS EVIDENCED BY THIS DOCUMENT ARE SUBJECT TO RESTRICTIONS ON ASSIGNMENT
        AND TRANSFER SET FORTH HEREIN. IN ADDITION, THE INTERESTS HAVE NOT BEEN
        REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAW AND
        MAY
        NOT BE SOLD OR OTHERWISE TRANSFERRED UNTIL REGISTERED OR UNTIL THE BOARD
        OF
        MANAGERS HAS RECEIVED AN OPINION OF LEGAL COUNSEL, OR OTHER ASSURANCES
        SATISFACTORY TO THAT BOARD, THAT AN INTEREST MAY LEGALLY BE SOLD OR OTHERWISE
        TRANSFERRED WITHOUT REGISTRATION, ALL AS PROVIDED IN THIS DOCUMENT.

       

       

      


       

      
        	 
	
                 

                AMENDED
                  AND RESTATED

                 

                LIMITED
                  LIABILITY COMPANY OPERATING AGREEMENT

                 

                OF

                 

                IM
                  FLASH TECHNOLOGIES, LLC

                 

                BY
                  AND BETWEEN

                 

                MICRON
                  TECHNOLOGY, INC. AND INTEL CORPORATION

                 

                FEBRUARY
                  27. 2007

                 

              


      

      


      



      
        
          
             

            


          

          
          

        

        
          
          

          
            

          

        

        
          
            TABLE
              OF CONTENTS

             

            Page

          

          
          

        

      



      
        	
                ARTICLE
                  1.

                 

              	
                ORGANIZATIONAL
                  MATTERS

                 

              	
                1

                 

              
	
                1.1

              	
                The
                  Joint Venture Company

              	
                1

              
	
                1.2

              	
                Name

              	
                1

              
	
                1.3

              	
                Term

              	
                1

              
	
                1.4

              	
                Purpose
                  of the Joint Venture Company; Business

              	
                2

              
	
                1.5

              	
                Principal
                  Place of Business; Other Places of Business; Registered Office
                  and
                  Agent

              	
                2

              
	
                1.6

              	
                Fictitious
                  Business Name Statement; Other Certificates

              	
                2

              
	
                1.7

              	
                Admission
                  of Members

              	
                3

              
	
                1.8

                 

              	
                Supply
                  Agreements

                 

              	
                3

                 

              
	
                ARTICLE
                  2.

                 

              	
                CAPITALIZATION

                 

              	
                3

                 

              
	
                2.1

              	
                Initial
                  Capital Contributions of the Members

              	
                3

              
	
                2.2

              	
                Initial
                  Capital Contribution Reserve

              	
                3

              
	
                2.3

              	
                Additional
                  Capital Contributions

              	
                4

              
	
                2.4

              	
                Shortfalls
                  in Contributions

              	
                7

              
	
                2.5

              	
                Miscellaneous
                  Capital Provisions

              	
                9

              
	
                2.6

                 

              	
                Contributions
                  After a Change in Consolidating Member

                 

              	
                9

                 

              
	
                ARTICLE
                  3.

                 

              	
                MEMBER
                  DEBT FINANCING

                 

              	
                10

                 

              
	
                3.1

              	
                Mandatory
                  Member Debt Financing

              	
                10

              
	
                3.2

              	
                Optional
                  [***] Financing

              	
                12

              
	
                3.3

              	
                Optional
                  Other Member Debt Financing

              	
                14

              
	
                3.4

              	
                Change
                  In Committed Capital

              	
                14

              
	
                3.5

              	
                Change
                  in Consolidating Member

              	
                14

              
	
                3.6

                 

              	
                Loans
                  Through Subsidiary

                 

              	
                15

                 

              
	
                ARTICLE
                  4.

                 

              	
                CAPITAL
                  ACCOUNTS AND ALLOCATIONS

                 

              	
                15

                 

              
	
                4.1

              	
                Capital
                  Accounts

              	
                15

              
	
                4.2

              	
                Allocations
                  of Book Income and Loss

              	
                15

              
	
                4.3

              	
                Tax
                  Allocations

              	
                15

              
	
                4.4

                 

              	
                Restoration
                  of Negative Balances

                 

              	
                15

                 

              
	
                ARTICLE
                  5.

                 

              	
                DISTRIBUTIONS

                 

              	
                15

                 

              
	
                5.1

              	
                Distributions

              	
                15

              
	
                5.2

              	
                Withholding
                  Tax Payments and Obligations

              	
                17

              
	
                5.3

                 

              	
                Distribution
                  Limitations

                 

              	
                18

                 

              
	
                ARTICLE
                  6.

                 

              	
                MANAGEMENT;
                  BOARD OF MANAGERS

                 

              	
                18

                 

              
	
                6.1

              	
                Management
                  Power

              	
                18

              
	
                6.2

              	
                Number
                  of Managers; Appointment of Managers

              	
                18

              
	
                6.3

              	
                Voting
                  of Managers

              	
                20

              
	
                6.4

              	
                Meetings
                  of the Board of Managers; Quorum

              	
                23

              


      

       

      
        
          
          

        

        
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            TABLE
              OF CONTENTS

            
              (continued)

              Page

            

          

        

         

      

      
        	
                6.5

              	
                Notice;
                  Waiver

              	
                23

              
	
                6.6

              	
                Action
                  Without a Meeting; Meetings by Telecommunications

              	
                23

              
	
                6.7

              	
                Alternate
                  Managers

              	
                24

              
	
                6.8

                 

              	
                Compensation
                  of Managers

                 

              	
                24

                 

              
	
                ARTICLE
                  7.

                 

              	
                MEMBERS

                 

              	
                24

                 

              
	
                7.1

              	
                Rights
                  of Members; Meetings

              	
                24

              
	
                7.2

              	
                Limitations
                  on the Rights of Members

              	
                25

              
	
                7.3

              	
                Limited
                  Liability of the Members

              	
                26

              
	
                7.4

              	
                Voting
                  Rights of Members

              	
                26

              
	
                7.5

              	
                Defaulting
                  Member

              	
                29

              
	
                7.6

                 

              	
                Cooperation

                 

              	
                29

                 

              
	
                ARTICLE
                  8.

                 

              	
                OFFICERS
                  AND COMMITTEES

                 

              	
                29

                 

              
	
                8.1

              	
                Intel
                  Executive Officer

              	
                29

              
	
                8.2

              	
                Micron
                  Executive Officer

              	
                30

              
	
                8.3

              	
                Lead
                  Controller/Chief Financial Officer

              	
                30

              
	
                8.4

              	
                Chief
                  Executive Officer

              	
                31

              
	
                8.5

              	
                General
                  Provisions Regarding Officers

              	
                31

              
	
                8.6

              	
                Intentionally
                  Omitted

              	
                32

              
	
                8.7

                 

              	
                Waiver
                  of Fiduciary Duties

                 

              	
                32

                 

              
	
                ARTICLE
                  9.

                 

              	
                EMPLOYEE
                  MATTERS

                 

              	
                33

                 

              
	
                9.1

              	
                Joint
                  Venture Company Employees; Seconded Employees

              	
                33

              
	
                9.2

              	
                Performance
                  and Removal of Seconded Employees

              	
                33

              
	
                9.3

              	
                Forms

              	
                34

              
	
                9.4

                 

              	
                Compensation
                  and Benefits

                 

              	
                35

                 

              
	
                ARTICLE
                  10.

                 

              	
                RECORDS,
                  ACCOUNTS AND REPORTS

                 

              	
                36

                 

              
	
                10.1

              	
                Books
                  and Records

              	
                36

              
	
                10.2

              	
                Access
                  to Information

              	
                36

              
	
                10.3

              	
                Operations
                  Reports

              	
                37

              
	
                10.4

              	
                Financial
                  Reports

              	
                37

              
	
                10.5

              	
                Reportable
                  Events

              	
                39

              
	
                10.6

              	
                Tax
                  Information

              	
                41

              
	
                10.7

              	
                Tax
                  Matters and Tax Matters Partner

              	
                42

              
	
                10.8

              	
                Bank
                  Accounts and Funds

              	
                42

              
	
                10.9

                 

              	
                Internal
                  Controls

                 

              	
                42

                 

              
	
                ARTICLE
                  11.

                 

              	
                BUSINESS
                  PLAN

                 

              	
                44

                 

              
	
                11.1

              	
                Initial
                  Business Plan; Initial Budgets

              	
                44

              
	
                11.2

              	
                Subsequent
                  Business Plans

              	
                47

              
	
                11.3

              	
                Expenditures

              	
                51

              


      

      
        	
                11.4

              	
                Fab
                  Criteria

              	
                51

              


      

       

        
          
            
            

          

          
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              TABLE
                OF CONTENTS

              
                
                  (continued)

                  Page

                

              

            

          

        

      

      
        	
                11.5

              	
                Quarterly
                  Business Plan

              	
                51

              
	
                11.6

              	
                Operating
                  Plan

              	
                51

              
	
                11.7

              	
                Use
                  of Member Names

              	
                52

              
	
                11.8

                 

              	
                Insurance

                 

              	
                52

                 

              
	
                ARTICLE
                  12.

                 

              	
                TRANSFER
                  RESTRICTIONS

                 

              	
                52

                 

              
	
                12.1

              	
                Restrictions
                  on Transfer

              	
                52

              
	
                12.2

              	
                Permitted
                  Transfers

              	
                53

              
	
                12.3

              	
                Additional
                  Members

              	
                54

              
	
                12.4

              	
                Certain
                  Purchases

              	
                54

              
	
                12.5

                 

              	
                Purchase
                  of Remaining Interest

                 

              	
                55

                 

              
	
                ARTICLE
                  13.

                 

              	
                DISSOLUTION
                  AND LIQUIDATION

                 

              	
                58

                 

              
	
                13.1

              	
                Dissolution

              	
                58

              
	
                13.2

              	
                Determination
                  of [***] Value

              	
                59

              
	
                13.3

              	
                No
                  Withdrawal

              	
                59

              
	
                13.4

              	
                Micron
                  [***] Reimbursement; [***] True-Up Payment

              	
                59

              
	
                13.5

              	
                Intentionally
                  Omitted

              	
                60

              
	
                13.6

              	
                Intentionally
                  Omitted

              	
                60

              
	
                13.7

              	
                Intentionally
                  Omitted

              	
                60

              
	
                13.8

              	
                Intentionally
                  Omitted

              	
                60

              
	
                13.9

              	
                Intentionally
                  Omitted

              	
                60

              
	
                13.10

              	
                Intentionally
                  Omitted

              	
                60

              
	
                13.11

              	
                Auction
                  of Remaining Assets

              	
                60

              
	
                13.12

              	
                Winding
                  Up

              	
                60

              
	
                13.13

              	
                Liquidation

              	
                61

              
	
                13.14

              	
                Supply
                  Agreements

              	
                62

              
	
                13.15

                 

              	
                Employees

                 

              	
                62

                 

              
	
                ARTICLE
                  14.

                 

              	
                EXCULPATION
                  AND INDEMNIFICATION

                 

              	
                63

                 

              
	
                14.1

              	
                Exculpation

              	
                63

              
	
                14.2

                 

              	
                Indemnification

                 

              	
                63

                 

              
	
                ARTICLE
                  15.

                 

              	
                GOVERNMENTAL
                  APPROVALS

                 

              	
                64

                 

              
	
                15.1

                 

              	
                Governmental
                  Approvals

                 

              	
                64

                 

              
	
                ARTICLE
                  16.

                 

              	
                FORMATION
                  OF ADDITIONAL ENTITIES

                 

              	
                66

                 

              
	
                16.1

              	
                Formation
                  of U.S. Subsidiaries

              	
                66

              
	
                16.2

                 

              	
                Intentionally
                  Omitted

                 

              	
                66

                 

              
	
                ARTICLE
                  17.

                 

              	
                DEADLOCK;
                  OTHER DISPUTE RESOLUTION; EVENT OF DEFAULT

                 

              	
                66

                 

              
	
                17.1

              	
                Deadlock

              	
                66

              
	
                17.2

              	
                Resolution
                  of Deadlock

              	
                67

              


      

       

      
        
          
          

        

        
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            TABLE
              OF CONTENTS

            
              
                (continued)

                Page

              

            

          

        

      

       

      
        	
                17.3

              	
                Definition
                  of “Intel Matters.”

              	
                67

              
	
                17.4

              	
                Definition
                  of “Micron Matters.”

              	
                68

              
	
                17.5

              	
                Other
                  Dispute Resolution

              	
                68

              
	
                17.6

              	
                Mediation

              	
                68

              
	
                17.7

              	
                Event
                  of Default

              	
                68

              
	
                17.8

              	
                Specific
                  Performance

              	
                69

              
	
                17.9

                 

              	
                Tax
                  Matters

                 

              	
                69

                 

              
	
                ARTICLE
                  18.

                 

              	
                MISCELLANEOUS
                  PROVISIONS

                 

              	
                69

                 

              
	
                18.1

              	
                Notices

              	
                69

              
	
                18.2

              	
                Waiver

              	
                70

              
	
                18.3

              	
                Assignment

              	
                70

              
	
                18.4

              	
                Third
                  Party Rights

              	
                70

              
	
                18.5

              	
                Choice
                  of Law

              	
                71

              
	
                18.6

              	
                Headings

              	
                71

              
	
                18.7

              	
                Entire
                  Agreement

              	
                71

              
	
                18.8

              	
                Severability

              	
                71

              
	
                18.9

              	
                Counterparts

              	
                71

              
	
                18.10

              	
                Further
                  Assurances

              	
                71

              
	
                18.11

              	
                Consequential
                  Damages

              	
                71

              
	
                18.12

              	
                Jurisdiction;
                  Venue

              	
                71

              
	
                18.13

              	
                Confidential
                  Information

              	
                72

              
	
                18.14

              	
                Certain
                  Interpretive Matters

              	
                72

              


      

      


      
        	
                APPENDICES

              	 
	 	 
	
                Appendix
                  A

              	
                Definitions

              
	
                Appendix
                  B

              	
                Tax
                  Matters

              
	
                Appendix
                  C

              	
                Initial
                  Managers

              
	
                Appendix
                  D

              	
                Initial
                  Capital Contributions

              
	
                Appendix
                  E

              	
                Intentionally
                  Omitted.

              
	 	 
	
                SCHEDULES

              	 
	 	 
	
                Schedule
                  1

              	
                [***]
                  Schedule

              
	
                Schedule
                  2

              	
                Insurance

              
	
                Schedule
                  3

              	
                Intentionally
                  Omitted

              
	
                Schedule
                  4

              	
                Intentionally
                  Omitted

              
	
                Schedule
                  5

              	
                Applicable
                  Joint Ventures and Applicable Joint Venture Agreements

              
	
                Schedule
                  6

              	
                Relatives

              


      

      


       


      
        
          
          

        

        
          -iv-

          
            

          

        

        
          
          

          
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              OF CONTENTS

            
              
                (continued)

                Page

              

            

          

        

      


      


       

      
        	
                EXHIBITS

              	 
	 	 
	
                Exhibit
                  A

              	
                Form
                  of Mandatory Note

              
	
                Exhibit
                  B

              	
                Form
                  of Optional [***] Note

              
	
                Exhibit
                  C

              	
                Form
                  of Optional Other Note

              


      

      



      



      
        
          
          

        

        
          -v-

          
            

          

        

        
          
          

          
          

        

      



      AMENDED
        AND RESTATED

      


      LIMITED
        LIABILITY COMPANY OPERATING AGREEMENT

      


      OF

      


      IM
        FLASH TECHNOLOGIES, LLC

      


      This
        AMENDED
        AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT
        (this
“Agreement”)
        of IM
        Flash Technologies, LLC, a Delaware limited liability company (the “Joint Venture Company”),
        is
        made and entered into as of this 27th day of February, 2007, by and between
        Micron Technology, Inc., a Delaware corporation (“Micron”),
        and
        Intel Corporation, a Delaware corporation (“Intel”)
        (Micron and Intel are each referred to individually as a “Member,”
and
        collectively as the “Members”).
        Capitalized terms used in this Agreement shall have the respective meanings
        ascribed to such terms in Appendix
        A
        to this
        Agreement or as otherwise provided in Section 18.14.

       

      RECITALS

       

      A. Micron
        and Intel previously entered into that certain Limited Liability Company
        Operating Agreement of IM Flash Technologies, LLC, dated January 6, 2006
        (the
“Original
        Agreement”).

       

      B. Micron
        and Intel desire to amend and restate the terms and conditions of the Original
        Agreement as set forth in this Agreement.

       

      ARTICLE
        1.  

      ORGANIZATIONAL
        MATTERS

       

      1.1  The
        Joint Venture Company.
        The
        Joint Venture Company is a limited liability company organized under the
        Delaware Limited Liability Company Act (Del. Code Ann. tit. 6
§§ 18-101 et seq.),
        as
        amended from time to time (the “Act”),
        and
        governed by the terms and conditions set forth in this Agreement. The Joint
        Venture Company is a Delaware limited liability company as a result of the
        filing of a certificate of formation (the “Certificate”)
        in the
        office of the Delaware Secretary of State in accordance with the
        Act.

       

      1.2  Name.
        The
        name of the Joint Venture Company is “IM Flash Technologies, LLC.”

       

      1.3  Term.
        The
        initial term of the business of the Joint Venture Company shall continue
        until
        the earlier of the tenth anniversary of the Effective Date and the termination
        of the Joint Venture Company prior to such date in accordance with this
        Agreement (the “Initial Term”).
        Such
        Initial Term may be extended by mutual written agreement of the Members at
        least
        [***] prior to the expiration of the Initial Term or any Renewal Term (any
        such
        extensions to be on such terms and for such period as set forth in writing
        and
        agreed to by the Members) (each such extended term, a “Renewal Term,”
and
        together with the Initial Term, the “Term”).

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      1.4  Purpose
        of the Joint Venture Company; Business.
        The
        purpose of the Joint Venture Company shall be (A) to engage in the business
        of manufacturing for the Members NAND Flash Memory Products in various forms,
        including NAND Flash Memory Wafers, and such other forms of memory products
        as
        may be determined by the Board of Managers from time to time, and related
        memory
        product manufacturing development activities, (B) to enter into any other
        lawful business, purpose or activity in which a limited liability company
        may be
        engaged under Applicable Law (including the Act), as the Members may determine
        from time to time, subject to and in accordance with the terms and conditions
        of
        this Agreement, and (C) to enter into any lawful transaction and engage in
        any lawful activities in furtherance of the foregoing purposes and as may
        be
        necessary or incidental to, connected with or arising out of the foregoing
        purposes in accordance with the terms and conditions of this Agreement;
provided,
        however,
        that a
        Member having an Economic Interest above [***] percent ([***]%) may, in its
        sole
        discretion, include the manufacture of other forms of memory products in
        the
        purpose of the Joint Venture Company (other than (i) [***] if such Member
        is
        Intel and (ii) Intel [***] if such Member is Micron), so long as the amount,
        delivery schedule, pricing and terms of the other Member’s supply of Joint
        Venture Products remain as they existed immediately prior to the time at
        which
        the decision to include the manufacture of such other forms of memory products
        is made. 

       

      1.5  Principal
        Place of Business; Other Places of Business; Registered Office and
        Agent.

       

      (A)  The
        principal place of business and mailing address of the Joint Venture Company
        shall be IM Flash Technologies, LLC, 1550 East 3400 North, Lehi, Utah 84043,
        or
        such other address within or outside of the State of Delaware as the Board
        of
        Managers may from time to time designate. The Board of Managers may change
        the
        principal place of business of the Joint Venture Company to such other place
        or
        places within or outside the State of Delaware as the Board of Managers may
        from
        time to time determine, in its sole and absolute discretion and, if necessary,
        the Board of Managers shall cause the Certificate to be amended in accordance
        with the applicable requirements of the Act to effectuate the change in the
        principal place of business.

       

      (B)  Other
        places of business of the Joint Venture Company shall initially be in Boise,
        Idaho and Manassas, Virginia. The Joint Venture Company may maintain offices
        and
        places of business at such other place or places within or outside the State
        of
        Delaware as the Board of Managers may deem to be advisable.

       

      (C)  The
        registered office of the Joint Venture Company in the State of Delaware shall
        be
        Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801,
        and
        the initial registered agent for service of process at such registered office
        shall be The Corporation Trust Company. The registered office and the registered
        agent may be changed from time to time by the Board of Managers, by causing
        the
        prescribed form, accompanied by the requisite filing fee, to be filed with
        the
        Delaware Secretary of State in accordance with the Act.

       

      1.6  Fictitious
        Business Name Statement; Other Certificates.
        The
        Authorized Officers, or the Chief Executive Officer, as applicable, shall,
        from
        time to time, cause the Joint Venture Company to be registered as a foreign
        limited liability company and to file fictitious or trade 

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      name
        statements or certificates in those jurisdictions and offices as the Board
        of
        Managers considers necessary or appropriate. The Joint Venture Company may
        engage in business activities under any fictitious business names selected
        by
        the Board of Managers. The Authorized Officers, or the Chief Executive Officer,
        as applicable, shall, from time to time, file or cause to be filed certificates
        of amendment, certificates of cancellation, or other certificates as the
        Board
        of Managers reasonably considers necessary or appropriate under the Act or
        under
        the laws of any jurisdiction in which the Joint Venture Company is doing
        business to establish and continue the Joint Venture Company as a limited
        liability company or to protect the limited liability of the
        Members.

      
         

      

      1.7  Admission
        of Members.
        Intel
        and Micron hereby confirm and agree to their status as Members of the Joint
        Venture Company upon the execution of this Agreement.

       

      1.8  Supply
        Agreements.
        Intel
        and
        Micron have entered into the Supply Agreements with the Joint Venture Company
        pursuant to which, subject to the terms and conditions set forth in the
        applicable Supply Agreement, each Member shall purchase from the Joint Venture
        Company, and the Joint Venture Company shall supply to each Member, a percentage
        of the Joint Venture Company’s output of Products equal to such Member’s Sharing
        Interest.

       

      ARTICLE
        2. 

      CAPITALIZATION

       

      2.1  Initial
        Capital Contributions of the Members.

       

      (A)  Intel
        Initial Capital Contribution.
        The
        Members acknowledge and agree that Intel delivered to the Joint Venture Company
        all of the Intel Initial Contributed Assets, as identified on Appendix D.
        These
        transactions shall be treated by Intel and the Joint Venture Company as the
        Initial Capital Contribution by Intel of the Intel Initial Contributed Assets
        in
        the manner and with a value as set forth on Appendix D.

       

      (B)  Micron
        Initial Capital Contribution.
        The
        Members acknowledge and agree that Micron delivered to the Joint Venture
        Company
        all of the Micron Initial Contributed Assets, as identified on Appendix D.
        These
        transactions shall be treated by Micron and the Joint Venture Company as
        the
        Initial Capital Contribution by Micron of the Micron Initial Contributed
        Assets
        in the manner and with a value as set forth on Appendix D.

       

      2.2  Initial
        Capital Contribution Reserve.
        The
        Joint Venture Company shall use all funds contributed (either in cash or
        pursuant to a promissory note, in accordance with Appendix D)
        as
        Initial Capital Contributions before permitting any Additional Capital
        Contributions. Moreover, the Intel Additional Cash and the Micron Additional
        Cash shall be transferred to a reserve account promptly after such funds
        are
        delivered to the Joint Venture Company. Such monies shall be invested in
        such
        investment or investments as the Board of Managers may hereafter designate
        and
        shall not be expended by the Joint Venture Company until such time as all
        other
        funds contributed as Initial Capital Contributions of the Members have been
        expended. Such amounts shall be deemed to be necessary reserves for purposes
        of
        distributions under Section 5.1(A).

       

      2.3  Additional
        Capital Contributions.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

      (A)  [***]
        Capital Contributions.
        In
        addition to the Initial Capital Contributions, each Member shall make Capital
        Contributions to the Joint Venture Company equal to its [***] Capital
        Contributions; provided,
        however,
        that in
        no event shall (1) Intel be obligated to make [***] Capital Contributions
        in the
        aggregate in excess of the Intel Maximum Incremental Capital Amount, or (2)
        Micron be obligated to make [***] Capital Contributions in the aggregate
        in
        excess of the Micron Maximum Incremental Capital Amount. Such [***] Capital
        Contributions shall be made in quarterly installments on the twenty-fifth
        (25th)
        day of
        each Fiscal Quarter of the Joint Venture Company (or if such day is not a
        Business Day, then on the next Business Day after such day) in amounts equal
        to
        the sum of (a) the amounts required for the remainder of the Fiscal Quarter
        in
        which the [***] Capital Contributions are made and (b) the amounts required
        for
        the first twenty-five (25) days of the upcoming Fiscal Quarter (or if such
        day
        is not a Business Day, then through the next Business Day after such day),
        each
        as set forth in the Approved Business Plan in effect at the time of such
        contribution.

       

      (B)  [***]
        Capital Contributions.
        Except
        as mutually agreed in writing by both Members, each Member may, but shall
        not be
        required to, make Capital Contributions to the Joint Venture Company equal
        to
        its [***] Capital Contribution. Such [***] Capital Contributions shall be
        made
        in quarterly installments on
        the
        twenty-fifth (25th)
        day of
        each Fiscal Quarter of the Joint Venture Company (or if such day is not a
        Business Day, then on the next Business Day after such day) in an amount
        equal
        to the sum of (a) the amounts of the [***] Capital Contributions scheduled
        for
        the remainder of the Fiscal Quarter in which the [***] Capital Contributions
        are
        made and (b) the amounts of the [***] Capital Contributions scheduled for
        the
        first twenty-five (25) days of the upcoming Fiscal Quarter (or if such day
        is
        not a Business Day, then through the next Business Day after such day), each
        as
set
        forth
        in the Approved Business Plan in effect at the time of such
        contribution.

       

      (C)  Other
        Capital Contributions.
        Except
        as mutually agreed in writing by both Members, each Member may, but shall
        not be
        required to, make Capital Contributions (other than [***] Capital Contributions
        and [***] Capital Contributions) to the Joint Venture Company equal to its
        [***]
        as set forth in the Annual Budget included in the Approved Business Plan
        for the
        Fiscal Year in which the contributions are to be made. Any such Capital
        Contributions shall be made in quarterly installments on the twenty-fifth
        (25th)
        day of
        each Fiscal Quarter of the Joint Venture Company (or if such day is not a
        Business Day, then on the next Business Day after such day) in an amount
        equal
        to the sum of (a) the amounts of such Capital Contributions scheduled for
        the
        remainder of the Fiscal Quarter in which such Capital Contributions are made
        and
        (b) the amounts of such Capital Contributions scheduled for the first
        twenty-five (25) days of the upcoming Fiscal Quarter (or if such day is not
        a
        Business Day, then through the next Business Day after such day), each as
        set
        forth in the Approved Business Plan in effect at the time of such contribution.
        Such contributed funds are hereinafter referred to as the “Other
        Capital Contributions”
and,
        together with the [***] Capital Contributions and the [***] Capital
        Contributions, the “Additional
        Capital Contributions.”

       

      (D)  No
        Other Contributions.
        Except
        as set forth in Sections 2.1 and 2.3(A), in the Joint Venture Documents and
        such other contributions as the Members may agree in writing shall be required,
        no Member shall be required to make any Capital Contributions to the Joint
        Venture Company, and, except as contemplated by Section 2.3(B), 2.3(C) and
        2.4, in the Joint Venture Documents and such other contributions as the Members
        may agree in writing may be 

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      made
        (and
        except for Make-Up Contributions and any deemed contributions of amounts
        outstanding under Member Notes), no additional Capital Contribution to the
        Joint
        Venture Company shall be made by either Member without the consent of the
        other
        Member.

       

      (E)  Coordination.
        The
        Members shall coordinate with each other regarding, and provide each other
        with
        advance written notice of, the timing of their delivery of each Additional
        Capital Contribution.

       

      (F)  Partial
        Contributions.
        In the
        event that any Member determines to contribute less than its [***] of any
        Additional Capital Contribution, such Member shall provide notice of such
        determination specifying the amount of such Additional Capital Contribution
        it
        intends to make, if any. Such notice shall be provided to the Joint Venture
        Company and to the other Member as soon as practicable after such determination
        is made, but in any event not less than ten (10) Business Days prior to the
        date
        such Additional Capital Contribution is to be made. Any failure or delay
        in
        providing such notice shall not affect the right of any Member to refrain
        from
        providing such Additional Capital Contribution, nor shall it result in any
        liability for damages. Subject to Section 3.1, to the extent that a Member
        contributes less than its [***] of any Additional Capital Contribution for
        a
        given Fiscal Quarter, the other Member shall have the right to reduce its
        contribution proportionately. In the event that such other Member has already
        remitted any amount in respect of its Additional Capital Contribution, the
        Joint
        Venture Company shall, upon such other Member’s request and at its option,
        return such amount or deem all or a portion of such contribution to be Member
        Debt Financing hereunder. Any amount so requested to be returned or refunded
        shall be remitted to the requesting Member immediately by wire transfer of
        immediately available funds. The amount contributed for such Fiscal Quarter
        by
        the non-contributing Member (and the other Member, if its contribution is
        proportionately reduced) shall be applied in the following order:

       

      (1)  First,
        to
        satisfy the obligation of such Member to contribute its [***] of any [***]
        Capital Contribution for such Fiscal Quarter;

       

      (2)  Second,
        the
        remainder, if any, to fulfill the Member’s [***] of the amount, if any, of any
        Other Capital Contribution for such Fiscal Quarter relating to an Operational
        Fab;

       

      (3)  Third,
        the remainder, if any, to fulfill the Member’s [***] of the amount, if any, of
        any Other Capital Contribution for such Fiscal Quarter relating to matters
        not
        addressed in the immediately preceding clause (2); and

       

      (4)  Fourth,
        the
        remainder, if any, to fulfill the Member’s [***] of any amount of the [***]
        Capital Contribution for such Fiscal Quarter to be applied to a [***] under
        the
        [***] Budget, and if there is [***] such [***], each of such [***] in the
        order
        in which they appear on the [***] Schedule.

       

      (G)  Priority
        of Contributions.
        Each
        Member shall contribute [***] of the cumulative aggregate [***] Capital
        Contributions theretofore due (and shall pay any interest accrued thereon
        at the
        rate provided in Section 2.4(A)(3) as a result of such Member’s failure to make
        such contributions at the times and in the amounts required pursuant to Section
        2.3(A)) 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      other
        than any [***] Capital Contributions as to which the obligation to contribute
        has been terminated pursuant to Section 2.4(A)(2), before it may make any
        other
        Capital Contributions, including any [***] Capital Contributions (including
        by
        way of Make-Up Contributions), or any Other Capital Contribution or any Member
        Debt Financing; provided,
        however,
        that
        for purposes of this Section 2.3(G), a Member’s [***] of an Additional Capital
        Contribution shall be deemed to exclude any shortfall of an [***] Capital
        Contribution (1) for which the Joint Venture Company, or the other Member
        acting
        on its behalf, has not demanded payment or pursued any claim for payment
        and (2)
        any portion of which the Member is restricted from contributing, or the Joint
        Venture Company is restricted from paying, under Article 2 or Article
        3.

       

      (H)  Interim
        Loan.
        Each
        remittance of funds in respect of a Member’s [***]
        of
        an Additional Capital Contribution pursuant
        to this Section 2.3 shall, upon receipt by the Joint Venture Company of
        such funds, be deemed to be a loan (which shall bear no interest) to the
        Joint
        Venture Company of the entire amount so delivered until the other Member
        remits
        funds in respect of its [***] of such Additional Capital Contribution. At
        such
        time:

       

      (1)  if
        both
        Members have remitted amounts equal to their respective [***] of the Additional
        Capital Contribution in full, all such amounts shall be deemed Additional
        Capital Contributions (whereupon the respective amounts remitted by the Members
        shall no longer be deemed loans and shall be added to the Members’ respective
        Capital Contribution Balances);

       

      (2)  if
        there
        is a Shortfall Amount, the amount actually remitted by the Non-Funding Member
        shall be deemed an Additional Capital Contribution by such Member (and such
        amount shall no longer be deemed a loan and shall be added to the Non-Funding
        Member’s Capital Contribution Balance), and a portion of the amount actually
        remitted by the Funding Member equal to the product of (a) the
        Funding Member’s [***] of such Additional Capital Contribution (whether or not
        contributed in full) multiplied
        by (b) a
        fraction, the numerator of which is the amount actually remitted by the
        Non-Funding Member and the denominator of which is the Non-Funding Member’s
        [***] of the Additional Capital Contribution shall be deemed an
        Additional Capital Contribution (and such amount shall be added to the Funding
        Member’s Capital Contribution Balance).
        In such
        event, the remainder of the amount remitted by the Funding Member shall continue
        to be a loan to the Joint Venture Company until: (i)
        the
        return of all or a portion of such remaining funds upon the receipt by the
        Joint
        Venture Company of instructions from such Member to return all or a portion
        of
        such funds to the Member pursuant to Sections 2.3(F), 2.4(A)(1), 2.4(C) or
        3.1(A); (ii) the Funding Member instructs the Joint Venture Company to deem
        all
        or a portion of such remaining funds an Additional Capital Contribution
        (whereupon all or such portion of such funds shall be added to the Member’s
        Capital Contribution Balance); or (iii) the Funding Member instructs the
        Joint
        Venture Company to deem all or a portion of such funds to be Member Debt
        Financing; provided
        that if
        the Joint Venture Company has not received instructions pursuant to
        subparagraphs (i), (ii) or (iii) above within fifteen (15) days of the date
        the
        applicable Additional Capital Contribution was due, the Joint Venture Company
        shall contact such Member to request such instruction.

       

      2.4  Shortfalls
        in Contributions.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      (A)  [***]
        Capital Contribution Shortfall.

       

      (1)  If
        a
        Member fails to remit in full its [***] Capital Contribution, at the time
        and in
        the amount required pursuant to Section 2.3(A), the other Member, if it has
        remitted its [***] of such [***] Capital Contribution, may, at its election,
        (a)
require
        that the Joint Venture Company return the remitting Member’s share of such [***]
        Capital Contribution to such remitting Member in part or in full, (b)
        make
        a Capital Contribution to the Joint Venture Company of any or all of the
        shortfall or (c) provide Optional [***] Financing in accordance with Section
        3.2.

       

      (2)  To
        the
        extent the other Member elects to contribute or loan the shortfall under
        Section 2.4(A)(1)(b) or (c) above, such other Member may elect, by written
        notice to the Joint Venture Company and the non-contributing Member, to
        terminate the right and obligation of the non-contributing Member to contribute
        any unpaid portion of such non-contributing Member’s [***] of the [***] Capital
        Contribution that the non-contributing Member failed to pay.

       

      (3)  The
        other
        Member, if it has remitted its [***] of the [***] Capital Contribution, may
        direct the Joint Venture Company under Section 7.5 to (or may, on behalf of
        the Joint Venture Company) demand payment and pursue a claim against the
        non-contributing Member for payment. The non-contributing Member shall be
        obligated to pay interest (which interest shall not be treated as a Capital
        Contribution) on such uncontributed amount at [***] (as in effect on the
        date
        such contribution was scheduled to be made and adjusted every [***]), compounded
        [***], from the date such [***] Capital Contribution is due until the date
        it is
        paid. The
        Member that did not make an [***] Capital Contribution it was required to
        make
        under the terms of this Agreement shall pay to the Joint Venture Company
        and the
        other Member all costs, including attorneys’ fees, incurred by the Joint Venture
        Company and the other Member, respectively, in pursuing such claim for payment
        (which payments shall not be treated as Capital Contributions). Such Member
        shall not be liable for
        any
        additional damages. If the Joint Venture Company recovers against the
        non-contributing Member, the funds collected from the non-contributing Member
        shall be applied first to the payment in full of costs theretofore incurred
        by
        the Joint Venture Company or the other Member in the pursuit of the claim
        for
        payment against the non-contributing Member (and such amount shall not be
        treated as a Capital Contribution), then to all accrued but unpaid interest
        on
        such payment (and such amount shall not be treated as a Capital Contribution)
        and then to the payment of the delinquent portion of the [***] Capital
        Contribution (and such amount shall be added to the Capital Contribution
        Balance
        of the non-contributing Member). In addition, upon such payment by the
        non-contributing Member, (a) if a related Optional [***] Shortfall Note is
        then
        outstanding, the provisions of Section 3.2(D) (subject to
        Section 3.2(E)) shall apply and (b) if no related Optional [***] Shortfall
        Note is then outstanding, but the other Member has remitted to the Joint
        Venture
        Company the amount that the non-contributing Member was required to make,
        then
        the Joint Venture Company shall immediately refund to the contributing Member
        an
        amount equal to the non-contributing Member’s payment that was treated as a
        Capital Contribution, and the Capital Contribution Balance of the contributing
        Member shall be reduced by such amount.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      (4)  If,
        after
        a failure by a Member to timely make a Capital Contribution of its [***]
        of an
        [***] Capital Contribution that it was required to make under the terms of
        this
        Agreement, such Member wishes to make any payment with respect to such portion
        of the [***] Capital Contribution (and the ability to make such contribution
        has
        not been terminated pursuant to Section 2.4(A)(2)), the Joint Venture
        Company, with the consent of the other Member (which consent shall not be
        necessary if an action to collect such amount has been commenced by or at
        the
        direction of such other Member), shall accept such payment and apply it first
        to
        the payment in full of costs theretofore incurred by the Joint Venture Company
        or the other Member in the pursuit of a claim for payment against the
        non-contributing Member (and such amount shall not be treated as a Capital
        Contribution), then to all accrued but unpaid interest on such payment (and
        such
        amount shall not be treated as a Capital Contribution) and then to the payment
        of the delinquent portion of the [***] Capital Contribution (and such amount
        shall be added to the Capital Contribution Balance of such Member). In addition,
        upon such payment by the non-contributing Member, (a) if a related Optional
        [***] Shortfall Note is then outstanding, the provisions of Section 3.2(D)
        (subject to Section 3.2(E)) shall apply and (b) if no related Optional
        [***] Shortfall Note is then outstanding, but the other Member has remitted
        to
        the Joint Venture Company the amount that the non-contributing Member was
        required to make, then the Joint Venture Company shall immediately refund
        to the
        contributing Member an amount equal to the non-contributing Member’s payment
        that was treated as a Capital Contribution, and the Capital Contribution
        Balance
        of the contributing Member shall be reduced by such amount.

       

      (5)  Notwithstanding
        any provision hereof to the contrary, the failure by a Member to contribute
        in
        [***] of any [***] Capital Contribution shall not constitute a Liquidating
        Event.

       

      (B)  [***]
        Capital Contribution Shortfall.
        If a
        Member does not remit in [***] of any [***] Capital Contribution at the time
        and
        in the full amount permitted pursuant to Section 2.3(B), the
        provisions
        of
        Section 3.1 shall apply.

       

      (C)  Other
        Capital Contribution Shortfall.
        If a
        Member does not remit [***] of any Other Capital Contribution, at the time
        and
        in the full amount permitted pursuant to Section 2.3(C), the other Member,
        if it has remitted its [***] of such Other Capital Contribution may, at its
        election, (1) require that the Joint Venture Company [***] of such Other
        Capital
        Contribution to the remitting Member in part or in full, (2) make a [***]
        to the
        Joint Venture Company of any or all of the shortfall or (3) provide Optional
        Other Financing in accordance with Section 3.3.

       

      2.5  Miscellaneous
        Capital Provisions.

       

      (A)  Capital
        Contributions shall be credited to the Capital Account of the contributing
        Member to the extent provided in Article 4 of this Agreement.

       

      (B)  No
        interest shall be paid to a Member on Capital Contributions. A Member shall
        not
        be entitled to withdraw any of its Capital Contributions except as provided
        in
        Section 2.3(F), 2.4 or Section 3.1.

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      (C)  Except
        as
        otherwise provided in Article 13 or as otherwise agreed in writing by the
        Members, a Member receiving a return of all or any portion of its Capital
        Contribution shall have no right to receive a particular type of property
        or a
        particular asset.

       

      (D)  Any
        Capital Contributions to the Joint Venture Company to be made in cash shall
        be
        made by the Members by wire transfer of immediately available funds to the
        Joint
        Venture Company or its designated agent.

       

      (E)  Except
        as
        otherwise provided in Section 2.4 or Article 3 or for trade credit for services
        or goods provided by a Member to the Joint Venture Company under any Joint
        Venture Document or any other agreement that has been approved as required
        in
        this Agreement, no Member shall advance funds or make loans to the Joint
        Venture
        Company without the approval of the Board of Managers. Any such approved
        advances or loans by a Member shall not be Capital Contributions and shall
        not
        result in any increase in the amount of such Member’s Capital Contribution
        Balance or entitle such Member to any increase in its Percentage Interest,
        except as otherwise provided in Section 2.4 or Article 3. The amount of such
        advances or loans shall be a debt of the Joint Venture Company to such Member
        and (unless such loan is subject to a written guaranty or other written
        agreement governing the liability of another party with respect thereto)
        shall
        be payable or collectible only out of the assets of the Joint Venture
        Company.

       

      (F)  Except
        as
        provided in Section 5.2(C), the Joint Venture Company shall not make loans
        to, or guaranty any indebtedness of, any Member or any other Person other
        than a
        U.S. Facilities Company; provided,
        however,
        that
        the provisions of this Section 2.5(F) shall not prohibit the Joint
        Venture Company from providing payment terms to the Members for Joint Venture
        Products manufactured by the Joint Venture Company on behalf of the Members
        pursuant to any Joint Venture Document or any other agreement that has been
        approved as provided in this Agreement.

       

      2.6  Contributions
        After a Change in Consolidating Member.
        Notwithstanding anything in this Article 2 to the contrary, following a Change
        in Consolidating Member:

       

      (A)  with
        respect to any Additional Capital Contribution, (1) the amount of the [***]
        Member’s [***] that the [***] Member is required or permitted to make pursuant
        to this Article 2 shall be reduced to the amount that would not result in
        the
        occurrence of [***] Member or in the reduction of the [***] Economic Interest
        below the lesser of [***]% and the [***] Member’s then-existing Economic
        Interest, and (2) the [***] Member shall become entitled to contribute the
        [***]
        Contribution Amount; provided,
        however,
        that if
        the [***] Member fails to make such Additional Capital Contribution (or provide
        Member Debt Financing, if applicable) in an amount equal to the full [***]
        Contribution Amount then the limitations set forth in this Section 2.6(A)
        shall not apply with respect to such Additional Capital Contribution;
        and

       

      (B)  any
        payment by the Joint Venture Company to such [***] Member shall not equal
        or
        exceed the amount that would result in the occurrence of [***] Member or
        in the
        reduction of the [***] Member’s Economic Interest below the lesser of [***]% and
        the [***] Member’s then-existing Economic Interest.

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          
ARTICLE
          3. 

      

      MEMBER
        DEBT FINANCING

       

      3.1  Mandatory
        Member Debt Financing.

       

      (A)  This
        Section 3.1 shall apply if (1) there occurs a Shortfall Amount in respect
        of a
        [***] Capital Contribution pursuant to Section 2.4(B), (2) the Non-Funding
        Member has contributed its [***] of all previously required [***] Capital
        Contributions and (3) the other Member has become the “Funding
        Member”
as
        a
        result of (a) such other Member’s timely remittance of its [***] of such
        [***] Capital Contribution (after giving effect to the return of any amount
        so
        remitted which such Member requests or any increase in such amount contributed
        by such Member, up to its [***] of such [***] Capital Contribution, after
        receiving notice from the Joint Venture Company that the other Member has
        not
        timely delivered its [***] of the [***] Capital Contribution), or (b) if
        neither
        Member has timely remitted the amount of its [***] of such [***] Capital
        Contribution, such other Member’s remittance of a greater percentage of its
        [***] of such [***] Capital Contribution than the other Member (after giving
        effect to the return of any amount so remitted which such Member requests
        or any
        increase in such amount contributed by such Member, up to its [***] of such
        [***] Capital Contribution, after receiving notice from the Joint Venture
        Company that neither Member has timely delivered its [***] of the [***] Capital
        Contribution). In such event, the Funding Member shall (y) promptly provide
        Member Debt Financing to the Joint Venture Company in an amount equal to
        the
        Loan Amount and (z) the Funding Member Portion shall be deemed to have been
        provided as Member Debt Financing, rather than as a Capital Contribution,
        to the
        Joint Venture Company. However, if the Shortfall Amount is less than $[***],
        then the Funding Member may elect not to provide the Mandatory Member Debt
        Financing and, in such case, the Joint Venture Company shall return to each
        Member the portion of the [***] Capital Contribution actually remitted by
        such
        Member. Furthermore, a Funding Member shall not be required to provide Mandatory
        Member Debt Financing with respect to a [***] Capital Contribution under
        a [***]
        that is part of a Disputed Approved Business Plan proposed by the Non-Funding
        Member. No Funding Member shall be obligated to provide more than $[***]
        of
        Mandatory Member Debt Financing outstanding at any time (not including any
        Mandatory Equalization Note) with respect to Shortfall Amounts caused by
        a given
        Non-Funding Member.

       

      (B)  In
        exchange for the Mandatory Member Debt Financing, the Joint Venture Company
        shall issue to the Funding Member two convertible notes, one having a principal
        balance equal to the Loan Amount (the “Mandatory
        Shortfall Note”),
        and
        the other having a principal balance equal to the Funding Member Portion
        (the
“Mandatory
        Equalization Note”
and,
        together with the related Mandatory Shortfall Note, the “Mandatory
        Notes”),
        in
        the form attached hereto as Exhibit A.

       

      (C)  Each
        Mandatory Note issued in accordance with this Section 3.1 shall have [***]
        term,
        subject to Section 3.1(E). For the first [***] of the term of a Mandatory
        Shortfall Note, such Mandatory Shortfall Note shall bear interest at [***]
        (as
        in effect on the issue date (the “Issuance
        Date”)
        thereof and adjusted every [***]),[***] basis points per annum, compounded
        [***]. Thereafter, until the end of the [***] term, such Mandatory Shortfall
        Note shall bear interest at [***], adjusted every [***], compounded [***].
        No
        Mandatory Equalization Note shall [***].

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

      (D)  (1)
        At any
        time after the Issuance Date of a Mandatory Shortfall Note in accordance
        with
        this Section 3.1 and prior to the expiration of the [***] term of such Mandatory
        Shortfall Note, the Non-Funding Member may, upon three (3) Business Days’ notice
        to the Joint Venture Company and the Funding Member, make one or more Make-Up
        Contributions to the Joint Venture Company in an aggregate amount up to the
        outstanding principal balance of the Mandatory Shortfall Note. Each Make-Up
        Contribution shall be accompanied by a payment equal to the accrued interest
        on
        the corresponding Mandatory Shortfall Note, which interest payment shall
        not be
        deemed to be a Capital Contribution. If the Make-Up Contribution is less
        than
        the entire amount of principal and accrued interest on a Mandatory Shortfall
        Note, the Make-Up Contribution shall be deemed to be a payment applied first
        to
        all accrued interest and then to principal on such Mandatory Shortfall Note
        (and
        the amount so treated as a payment with respect to accrued interest shall
        not be
        treated as a Capital Contribution). If a Member is the Non-Funding Member
        with
        respect to more than one Mandatory Shortfall Note outstanding at the time
        of
        such contribution, the Non-Funding Member shall specify the Mandatory Shortfall
        Note to which a Make-Up Contribution applies (or, if no such specification
        is
        made, the Make-Up Contribution will be used to repay the Mandatory Shortfall
        Note that is closest to its maturity date). Upon receipt of such funds, the
        Joint Venture Company shall immediately repay to the Funding Member the portion
        of the outstanding principal balance of and accrued interest on the Mandatory
        Shortfall Note in an amount equal to the Make-Up Contribution plus any accrued
        interest on the amount of such Make-Up Contribution. At such time, the following
        shall occur: (a) the
        amount of the Make-Up Contribution equal to the principal balance of the
        Mandatory Shortfall Note so repaid shall be deemed to be a Capital Contribution
        by the Non-Funding Member and such amount shall be added to the Capital
        Contribution Balance of the Non-Funding Member; and (b) a percentage of the
        outstanding principal balance of the related Mandatory Equalization Note
        equal
        to the percentage of the principal balance of the Mandatory Shortfall Note
        repaid shall convert into a Capital Contribution by the Funding Member,
        whereupon such amount shall be added to the Capital Contribution Balance
        of the
        Funding Member.

       

      (2)  To
        the
        extent excess cash is available in accordance with Section 5.1 at any time
        to make payments on any Mandatory Notes, if the Funding Member elects, by
        written notice executed by its chief executive officer and delivered to the
        Joint Venture Company prior to the making of the distributions under Section
        5.1, to receive such payments, the Joint Venture Company shall make payments
        on
        the outstanding principal of and accrued interest on the Mandatory Shortfall
        Notes (with any such payment being applied first to the payment in full of
        accrued interest and then, to the extent of any remaining amount of such
        payment, to the repayment of principal) and the outstanding principal of
        the
        Mandatory Equalization Notes; provided,
        however,
        that
        any payment by the Joint Venture Company on the unpaid principal of a Mandatory
        Shortfall Note must be accompanied by a payment by the Joint Venture Company
        of
        an equal percentage of the unpaid principal of the related Mandatory
        Equalization Note. Upon the Funding Member’s receipt of funds from the Joint
        Venture Company to be applied to the repayment of principal on the Mandatory
        Notes, the principal portions of the Mandatory Notes that were so repaid
        by the
        Joint Venture Company shall no longer be outstanding.

       

      (E)  To
        the
        extent any amount of a Mandatory Shortfall Note remains outstanding upon
        its
        maturity for any reason, the Funding Member shall elect to do one of the
        

       

      
        
          
          

        

        
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      following:
        (1) transfer to the Joint Venture Company as a Capital Contribution all or
        a portion of the obligations owing to the Funding Member for (a)
        the
        unpaid principal of and accrued interest on the Mandatory Shortfall Note
        and (b)
the
        unpaid principal of the Mandatory Equalization Note, whereupon an amount
        equal
        to the sum of (a) and (b) shall be added to the Capital Contribution Balance
        of
        the Funding Member; or (2) permit the Mandatory Notes to become a continuing
        note that will remain outstanding, have a principal amount equal to the sum
        of
        (a) the principal of and accrued interest on the former Mandatory Shortfall
        Note
        and (b) the principal of the former Mandatory Equalization Note and be
        convertible at any time thereafter at the option of the Funding Member (a
        “Continuing
        Mandatory Note”),
        which
        Continuing Mandatory Note shall bear no interest and shall mature on the
        Liquidation Date. In the event that the Funding Member fails to make an
        election, the Funding Member shall be deemed to have elected to permit the
        Mandatory Notes to become a Continuing Mandatory Note. Upon conversion of
        a
        Continuing Mandatory Note by the Funding Member, the amount of principal
        of such
        Continuing Mandatory Note shall be added to the Capital Contribution Balance
        of
        the Funding Member. To the extent excess cash is available in accordance
        with
        Section 5.1 at any time to make payments on any Continuing Mandatory Note,
        if the Funding Member elects to receive such payments, by written notice
        executed by its chief executive officer and delivered to the Joint Venture
        Company prior to the making of the distributions under Section 5.1, the Joint
        Venture Company shall make such payments on the outstanding principal of
        the
        Continuing Mandatory Note. Upon the Funding Member’s receipt of funds from the
        Joint Venture Company, the portion of the Continuing Mandatory Note that
        was
        paid by the Joint Venture Company shall no longer be outstanding.

       

      3.2  Optional
        [***] Financing.

       

      (A)  In
        the
        event of a Shortfall Amount in respect of an [***] Capital Contribution,
        the
        Funding Member may, in its sole discretion, elect to extend Member Debt
        Financing to the Joint Venture Company (the “Optional
        [***] Financing”)
        consisting of all or a portion of the Shortfall Amount and the related Funding
        Member Portion of such [***] Capital Contribution (the aggregate amount so
        loaned, the “Optional
        [***] Loan Amount”).

       

      (B)  In
        exchange for the Optional [***] Financing, the Joint Venture Company shall
        issue
        to the Funding Member two convertible notes, one having a principal amount
        equal
        to the amount loaned by the Funding Member in respect of the Shortfall Amount
        (the “Optional
        [***] Shortfall Note”)
        and
        the other having a principal amount equal to the Funding Member Portion (the
        “Optional
        [***] Equalization Note”
and,
        together with the related Optional [***] Shortfall Note, the “Optional
        [***] Notes”),
        in
        the form attached hereto as Exhibit B.

       

      (C)  The
        Optional [***] Shortfall Notes issued in accordance with this Section 3.2
        will mature on the [***] and shall bear interest at [***] (as in effect on
        the
        Issuance Date thereof and adjusted every [***]), compounded [***]. The Optional
        [***] Equalization Notes issued in accordance with this Section 3.2 shall
        bear [***] interest and will mature on the [***]. The Optional [***] Notes
        shall
        be convertible at any time. Upon conversion of the Optional
        [***] Notes
        by
        the Funding Member, the sum of (a) the unpaid principal of and accrued interest
        on the Optional [***] Shortfall Note and (b) the unpaid principal of the
        Optional [***] Equalization Note shall be added to the Capital Contribution
        Balance of the Funding Member.

       

      
        
          
          

        

        
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      (D)  If
        the
        Joint Venture Company or the Funding Member, on the Joint Venture Company’s
        behalf, demands payment and determines to pursue a collection action with
        respect to the Non-Funding Member’s failure to deliver the Shortfall Amount
        relating to the [***] Capital Contribution and the Joint Venture Company
        recovers from the Non-Funding Member, the funds collected from the Non-Funding
        Member shall be applied first to the payment to the Joint Venture Company
        and
        the Funding Member, in full of the costs theretofore incurred by the Joint
        Venture Company or the Funding Member, respectively, in the pursuit of the
        claim
        for payment against the Non-Funding Member (and such amount shall not be
        treated
        as a Capital Contribution), then to all accrued but unpaid interest on such
        payment (and such amount shall not be treated as a Capital Contribution)
        and
        then to the payment of an Optional [***] Shortfall Note to the extent funds
        are
        available. At such time, the following shall occur: (1) a portion of the
        Make-Up Contribution recovered from the Non-Funding Member equal to the
        principal balance of the Optional [***] Shortfall Note so repaid shall be
        deemed
        to be a Capital Contribution by the Non-Funding Member, and such amount shall
        be
        added to the Capital Contribution Balance of the Non-Funding Member and
        (2) a percentage of the outstanding principal balance of the related
        Optional [***] Equalization Note equal to the percentage of the principal
        balance of the Optional [***] Shortfall Note repaid shall convert into a
        Capital
        Contribution by the Funding Member, and such amount shall be added to the
        Capital Contribution Balance of the Funding Member.

       

      (E)  To
        the
        extent excess cash is available in accordance with Section 5.1 at any time
        to make payments on any Optional
        [***] Notes,
        if the
        Funding Member elects to receive such payments, by written notice executed
        by
        its chief executive officer and delivered to the Joint Venture Company prior
        to
        the making of the distribution under Section 5.1, the Joint Venture Company
        shall make payments on the outstanding principal of and accrued interest
        on the
        Optional [***] Shortfall Notes (with any such payment being applied first
        to the
        payment in full of accrued interest and then, to the extent of any remaining
        amount of such payment, to the repayment of principal) and the outstanding
        principal of the Optional [***] Equalization Notes; provided,
        however,
        that
        any payment by the Joint Venture Company on the unpaid principal on an Optional
        [***] Shortfall Note must be accompanied by a payment by the Joint Venture
        Company of an equal percentage of the unpaid principal of the related Optional
        [***] Equalization Note. Upon the Funding Member’s receipt of funds from the
        Joint Venture Company, the portion of the Optional [***] Shortfall Note and
        related Optional [***] Equalization Note that was paid by the Joint Venture
        Company shall no longer be outstanding.

       

      3.3  Optional
        Other Member Debt Financing.

       

      (A)  In
        the
        event of a Shortfall Amount in respect of an Other Capital Contribution,
        the
        Funding Member may, in its sole discretion, elect to extend Member Debt
        Financing to the Joint Venture Company (the “Optional
        Other Financing”),
        consisting of all or a portion of the Shortfall Amount and the related Funding
        Member Portion of such Other Capital Contribution.

       

      (B)  In
        exchange for the Optional Other Financing, the Joint Venture Company shall
        issue
        to the Funding Member a convertible note (the “Optional
        Other Shortfall Note”),
        in
        the form attached hereto as Exhibit C.
        The
        Optional Other Shortfall Note shall bear [***] interest, shall mature on
        the
        [***] and shall be convertible at any time.

       

      
        
          
          

        

        
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      3.4  Change
        In Committed Capital.
        Each
        time there is a change in a Member’s Committed Capital, as a result of the
        making of a Capital Contribution or a loan evidenced by a Member Note, a
        payment
        on a Member Note, or otherwise, each Member’s respective Percentage Interest,
        Economic Interest and Sharing Interest shall be immediately recalculated
        in
        accordance with the definitions of such terms, taking into account any delay
        provided for in the definition of Sharing Interest; provided,
        however,
        that
        in
        accordance with Section 2.3(H) an adjustment to the Percentage Interests
        of the
        Members relating to any funds remitted in respect of an Additional Capital
        Contribution to be made pursuant to Article 2 shall be made when
        contemplated by Section 2.3(H).

       

      3.5  Change
        in Consolidating Member.
        Following a Change in Consolidating Member (as a result of which the Non-Funding
        Member becomes the Former Consolidating Member), any (A) Make-Up Contribution
        made by the Non-Funding Member to the Joint Venture Company or (B) payment
        on a
        Member Note by the Joint Venture Company from excess funds available in
        accordance with Section 5.1 shall not equal or exceed the amount that would
        result in the occurrence of another Change in Consolidating Member or in
        the
        reduction of the Consolidating Member’s Economic Interest below the lesser of
        [***]% and the [***] Member’s then-existing Economic Interest.

       

      3.6  Loans
        Through Subsidiary.
        Notwithstanding any provision of this Article 3, in lieu of providing any
        Member
        Debt Financing permitted or required of a Member, such Member may elect to
        provide such Member Debt Financing through a Wholly-Owned Subsidiary of such
        Member; provided,
        however,
        that
        the Member, rather than such Wholly-Owned Subsidiary of the Member, shall
        own
        the Economic Interest, Sharing Interest and Committed Capital related to
        such
        Member Debt Financing and shall have all rights against the Joint Venture
        Company related to such Member Debt Financing.

       

      ARTICLE
        4.  

      CAPITAL
        ACCOUNTS AND ALLOCATIONS

       

      4.1  Capital
        Accounts.
        Each
        Member shall have a capital account maintained in accordance with the terms
        of
        Article 2 of Appendix B
        to this
        Agreement (a “Capital
        Account”).

       

      4.2  Allocations
        of Book Income and Loss.
        Book
        income and Book loss for any Fiscal Year shall be allocated to the Members
        in
        the manner provided in Article 3 of Appendix B.

       

      4.3  Tax
        Allocations.
        All
        items of income, gain, loss, and deduction shall be allocated among the Members
        for federal income tax purposes in the manner provided in Article 4 of
Appendix B.

       

      4.4  Restoration
        of Negative Balances.
        No
        Member with a deficit balance in its Capital Account shall have any obligation
        to the Joint Venture Company, to any other Member or to any third party to
        restore or repay said deficit balance. This Section 4.4 shall not affect
        any of the other rights or obligations of the Members under this Agreement
        or
        any other agreement.

       

      
        
          
          

        

        
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ARTICLE
          5.  

      

      DISTRIBUTIONS

       

      5.1  Distributions.

       

      (A)  Unless
        otherwise unanimously agreed in writing by the Members, the Joint Venture
        Company shall not make any distributions until after the first anniversary
        of
        the Effective Date. Thereafter, subject to Articles 6, 7 and 13 and the
        provisions of the Act and after giving effect to all Capital Contributions
        or
        Member Debt Financing to be made on the same date under Article 2 and
        Article 3, respectively, the Joint Venture Company shall, subject to
        Section 5.1(C), make distributions of cash to the Members as set forth in
        this
        Section 5.1(A), on a [***] basis on the [***] day of each Fiscal [***] (or
        if
        such day is not a Business Day, then on the first Business Day after such
        day)
        to the extent that the Joint Venture Company’s cash as of the end of the
        immediately preceding Fiscal [***] is in excess of the sum of (y) any amounts
        that have been contributed as a Capital Contribution or loaned to the Joint
        Venture Company as Member Debt Financing and that are being held for the
        purpose
        of making capital or operating expenditures in the current Fiscal [***] or
        the
        first twenty-five (25) days of the immediately succeeding Fiscal [***] (or
        if
        such day is not a Business Day, then on the first Business Day after such
        day)
        and (z) all reserves that are considered reasonably necessary by the Board
        of
        Managers to pay other expenditures that are reasonably likely to be payable
        in
        the period described in clause (y) above, and in any event including the
        reserve
        established under Section 2.2 and amounts remaining in the Accumulated
        Distributions Accounts; provided,
        however,
        that
        the Board of Managers shall cause the Joint Venture Company to use any cash
        available for distribution as follows:

       

      (1)  first,
        to pay
        in full all amounts outstanding under any outstanding Mandatory Shortfall
        Notes
        and related Mandatory Equalization Notes (provided
        any
        holder thereof has requested such payment by written notice executed by its
        chief executive officer and delivered to the Joint Venture Company prior
        to the
        distribution thereof under this Section 5.1)
        in
        order of their respective maturity dates;

       

      (2)  second,
        to pay
        any outstanding Continuing Mandatory Notes (provided
        any
        holder thereof has requested such payment by written notice executed by its
        chief executive officer and delivered to the Joint Venture Company prior
        to the
        distribution thereof under this Section 5.1) in the order that the respective
        maturity dates of the related Mandatory Shortfall Notes and Mandatory
        Equalization Notes occurred;

       

      (3)  third,
        to pay
        in full all amounts outstanding under any other outstanding Member Notes
        (provided
        any
        holder thereof has requested such payment by written notice executed by its
        chief executive officer and delivered to the Joint Venture Company prior
        to the
        distribution thereof under this Section 5.1); 

       

      (4)  fourth,
        to make
        a distribution to a Member whose aggregate, cumulative distributions
(not
        including any payments made pursuant to Sections 5.1(A)(1), (2) and (3))
immediately
        prior to such distribution are less than the amount equal to the Member’s
        Sharing Interest (as such Sharing Interest is determined immediately after
        any
        payments made under Sections 5.1(A)(1), (2) and (3)) multiplied


       

      
        
          
          

        

        
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      by
        the
        aggregate, cumulative distributions (not including any payments made pursuant
        to
        Sections 5.1(A)(1), (2) and (3)) of the Joint Venture Company immediately
        prior to such distribution, until such Member’s aggregate, cumulative
        distributions (not including payments made pursuant to Sections 5.1(A)(1),
        (2) and (3), but including such distribution pursuant to this Section 5.1(A)(4))
        are equal to its Distribution Entitlement; and 

       

      (5)  finally,
        to make distributions pro
        rata
        to the
        Members in accordance with their respective Sharing Interests (as such Sharing
        Interests are determined immediately after any payments made under Sections
        5.1(A)(1), (2) and (3)).

       

      (B)  Distributions
        of cash are only to be made to the extent cash is available to the Joint
        Venture
        Company without requiring (1) the sale of Joint Venture Company assets (other
        than in the ordinary course of business) or the pledge of Joint Venture Company
        assets at a time or on terms that the Board of Managers believes are not
        in the
        best interests of the Joint Venture Company or (2) a reduction in reserves
        that
        the Board of Managers believes are reasonably necessary for Joint Venture
        Company purposes for the then-current Fiscal [***] and the first twenty-five
        (25) days of the immediately succeeding Fiscal [***] (or if such day is not
        a
        Business Day, then through the first Business Day after such day).

       

      (C)  The
        Joint
        Venture Company shall maintain in its books of account for each Member a
        special
        purpose account (the “Accumulated
        Distributions Accounts”)
        for
        purposes of recording amounts that would be distributed to such Member under
        Section 5.1(A) but for the application of this Section 5.1(C).
        Notwithstanding anything to the contrary in this Section 5.1, in lieu of
        actually making the cash distributions contemplated by this Section 5.1,
        the Joint Venture Company shall (except to the extent a Member requests direct
        payment to the Member) increase each Member’s Accumulated Distributions Account
        by the amount of such cash that was to have been distributed to such Member.
        Subsequently, when a Member is required to, or desires to, make a Capital
        Contribution required or permitted by this Agreement, in lieu of making such
        Capital Contribution such Member may instruct the Joint Venture Company to
        reduce such Member’s Accumulated Distributions Account in an amount (not to
        exceed the amount in such Member’s Accumulated Distributions Account) up to the
        amount of such Capital Contribution, which shall be treated for all purposes
        (including for purposes of the definition of Capital Contribution Balance)
        as if
        such Member had made such Capital Contribution at the time designated in
        such
        instruction. A Member may, at any time, demand payment of, and the Joint
        Venture
        Company shall immediately pay, the full amount of such Member’s Accumulated
        Distributions Account, in which event the amount so paid shall reduce the
        Member’s Accumulated Distributions Account.

       

      5.2  Withholding
        Tax Payments and Obligations.
        In the
        event that withholding taxes are paid
        or
        required to be paid in respect of payments made to or by the Joint Venture
        Company, or allocations to a Member, such withholding shall be treated as
        follows:

       

      (A)  Payments
        to the Joint Venture Company.
        If the
        Joint Venture Company receives proceeds in respect of which a tax has been
        withheld, the Joint Venture Company shall be treated as having received cash
        in
        an amount equal to the amount of such withheld tax, and, for all purposes
        of
        this Agreement, each Member shall be treated as having received a 

       

      
        
          
          

        

        
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      distribution
        pursuant to Section 5.1 equal to the portion of the withholding tax
        allocable to such Member, as reasonably determined by the Board of Managers.
        Such amounts shall not be treated as Joint Venture Company
        expenses.

       

      (B)  Payments
        by the Joint Venture Company.
        The
        Joint Venture Company is authorized to withhold, and the Tax Matters Partner
        shall take any actions reasonably necessary to withhold, from any payment
        made
        to, or any distributive share of, a Member any taxes required by law to be
        withheld, and in such event, such taxes shall be treated as if an amount
        equal
        to such withheld taxes had been distributed to such Member pursuant to
        Section 5.1 (or, as provided in Section 5.2(C), loaned to such
        Member).

       

      (C)  Certain
        Withheld Taxes Treated as Demand Loans.
        Any
        taxes withheld pursuant to Sections 5.2(A) or 5.2(B) hereof shall be treated
        as
        if distributed to the relevant Member pursuant to Section 5.1 to the extent
        an
        amount equal to such withheld taxes would then be distributable to such Member,
        and, to the extent in excess of such distributable amounts, as a demand loan
        payable by the Member to the Joint Venture Company with interest at a rate
        equal
        to [***] (or, if less, the maximum rate allowed by law), compounded and adjusted
        [***], commencing five (5) days after written demand therefor on behalf of
        the
        Joint Venture Company is made by any other Member.

       

      5.3  Distribution
        Limitations.
        Notwithstanding anything in this Agreement to the contrary, the Joint Venture
        Company shall not make any distribution of cash or other property to any
        Member
        if the distribution would violate any agreement to which the Joint Venture
        Company or any of its Subsidiaries is a party or by which it or any of them
        is
        bound.

       

      ARTICLE
        6. 

      MANAGEMENT;
        BOARD OF MANAGERS

       

      6.1  Management
        Power.
        Except
        as specifically provided in Article 7, Article 8, and Sections 11.1, 11.2
        and
        11.3, the business, property, affairs and operations, including the control
        over
        the details of the manufacturing process, of the Joint Venture Company shall
        be
        managed by or under the direction of a board of Managers (the “Board
        of Managers”),
        and,
        except as provided in Article 7, Article 8 and Sections 11.1, 11.2 and
        11.3, no Member shall have any right to participate in or exercise control
        or
        management power over the business and affairs of the Joint Venture Company
        or
        otherwise to bind, act or purport to act on behalf of the Joint Venture Company
        in any manner. Subject to the limitations set forth in this Agreement, the
        Board
        of Managers shall have all the rights and powers that may be possessed by
        a
        manager under the Act, including the power to incur indebtedness for trade
        payables and equipment leases, the power to enter into agreements and
        commitments of all kinds, the power to manage, acquire and dispose of Joint
        Venture Company assets, and all ancillary powers necessary or convenient
        as to
        the foregoing. No individual Manager, in his or her capacity as such, may
        act on
        behalf of the Board of Managers or bind the Joint Venture Company.

       

      6.2  Number
        of Managers; Appointment of Managers.

       

      (A)  The
        Board
        of Managers shall consist of six (6) individuals (each such individual, a
        “Manager”).
        Subject to Section 6.2(B), one half of the Managers shall be 

       

      
        
          
          

        

        
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      appointed
        by Micron and one half of the Managers shall be appointed
        by Intel. The initial Managers appointed by Micron are listed on Appendix
        C,
        and the
        initial Managers appointed by Intel are listed on Appendix
        C.
        Each
        Member having the right to appoint a Manager or Managers in accordance with
        this
        Section shall also have the right, in its sole discretion, to remove such
        Manager or Managers at any time by delivery of written notice to the other
        Member(s) and the Joint Venture Company. Any vacancy in the office of a Manager
        for any reason other than pursuant to Section 6.2(B) (including as a result
        of such Manager’s death, resignation, retirement or removal pursuant to this
        Section) shall be filled by the Member that appointed the relevant Manager.
        Unless a Manager resigns, dies, retires or is removed in accordance with
        this
        Section, each Manager shall hold office until a successor shall have been
        duly
        appointed by the appointing Member.

       

      (B)  Effect
        of Change in Percentage Interest on Managers.
        While a
        Member’s Percentage Interest is below [***] percent ([***]%) but at least [***]
        percent ([***]%), the number of Managers such Member is entitled to appoint
        to
        the Board of Managers shall be reduced to [***] ([***]), and the number of
        Managers the other Member is entitled to appoint to the Board of Managers
        shall
        be increased to [***] ([***]). While a Member’s Percentage Interest is below
        [***] percent ([***]%) but at least [***] percent ([***]%), the number of
        Managers such Member is entitled to appoint to the Board of Managers shall
        be
        reduced to [***] ([***]), and the number of Managers the other Member is
        entitled to appoint to the Board of Managers shall be increased to [***]
        ([***]). While a Member’s Percentage Interest is below [***] percent ([***]%),
        the number of Managers such Member is entitled to appoint to the Board of
        Managers shall be reduced to [***] ([***]), and the other Member shall be
        entitled to appoint [***] Managers to the Board of Managers; provided,
        however,
        that
        the Member with a Percentage Interest of less than [***] percent ([***]%)
        shall
        be entitled to designate, from time to time, an individual who shall not
        be a
        member of, and shall have no right to vote at any meeting of, the Board of
        Managers, but who shall have the right to receive notice of, attend, and
        act as
        an observer for such Member at, any meeting of the Board of Managers, and
        who
        shall receive all materials delivered to the Board of Managers in connection
        with any such meetings. If either Member’s Percentage Interest should be below
        any of the threshold levels set forth above and if such Member (the
“Appointing
        Member”)
        then
        has more designees serving on the Board of Managers than the number to which
        it
        is entitled, such Appointing Member shall immediately identify by written
        notice
        to the other Member the designee or designees on the Board of Managers that
        will
        cease serving on the Board of Managers and each such designee shall thereupon
        cease to be a Manager or member of the Board of Managers. If such Appointing
        Member fails to make such designation within five (5) Business Days after
        written demand by the other Member, the other Member may designate by written
        notice to the Appointing Member one or more (as appropriate) of the Appointing
        Member’s designees on the Board of Managers that will cease serving on the Board
        of Managers and each such designee shall thereupon cease to be a Manager
        or
        member of the Board of Managers. The other Member who is entitled to appoint
        one
        or more additional Managers to serve on the Board of Managers may immediately
        appoint such additional Managers by written notice to the other Member
        designating such Managers. Similarly, if a Member whose Percentage Interest
        fell
        below any threshold level set forth in this Section 6.2(B) subsequently
        increases its Percentage Interest above any such level, the process shall
        be
        reversed.

       

      
        
          
          

        

        
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      (C)  Chairman
        of the Board of Managers.
        Until
        the end of the Fiscal Year ending in 2007, Micron shall have the right to
        designate one of its designated Managers as chairman of the Board of Managers
        (the “Chairman”),
        and
        thereafter, for each subsequent Fiscal Year of the Joint Venture Company,
        the
        right to designate the Chairman (from among its designated Managers) shall
        alternate between Intel and Micron; provided,
        however,
        that
        while the Percentage Interest of a Member is below [***] percent ([***]%),
        the
        Chairman of the Board will be appointed by the other Member. The Chairman
        shall
        preside at all meetings of the Board of Managers and shall have such other
        duties and responsibilities as may be assigned to him or her by the Board
        of
        Managers. The Chairman may delegate to any Manager authority to chair any
        meeting, either on a temporary or a permanent basis. The Chairman must include
        any item submitted by a Member or Manager for consideration at a meeting
        of the
        Board of Managers, may not cut off debate on any matter being considered
        by the
        Board of Managers and shall call for a vote on any matter at the request
        of any
        Manager, including any matter described in Section 6.3(B).

       

      (D)  Presence
        of Certain Officers at Meetings of Board of Managers.
        Each of
        the Authorized Officers, or the Chief Executive Officer, as applicable, each
        of
        whom shall not be a member of the Board of Managers, may attend, but shall
        have
        no right to vote at, all meetings of the Board of Managers; provided,
        however,
        that
        the Board of Managers may exclude the Authorized Officers, or the Chief
        Executive Officer, as applicable, from such meetings or such portions of
        meetings at which the compensation or performance of, or any issue involving,
        either of the Authorized Officers, or the Chief Executive Officer, as
        applicable, is discussed as the Board of Managers, in its sole discretion,
        deems
        appropriate. If either Authorized Officer is excluded from any meeting or
        portion of a meeting of the Board of Managers, the other Authorized Officer
        shall also be excluded from such meeting or portion of such
        meeting.

       

      6.3  Voting
        of Managers.

       

      (A)  Each
        Manager shall be entitled to one (1) vote, and Managers shall not be entitled
        to
        cast their votes through proxies (except as provided in Section 6.7).
        Subject to Sections 6.3(B) and 6.3(C), all actions, determinations or
        resolutions of the Board of Managers shall require the affirmative vote or
        consent of a majority of the Board of Managers present at any meeting at
        which a
        quorum is present (i.e.,
        the
        affirmative vote of four (4) Managers if the total number of Managers is
        six
        (6)), which majority must include at least [***] appointed by each Member
        at all
        times that each Member has at least [***] to the Board of Managers; provided,
        however,
        that
        any matter that is a Micron Matter shall be deemed approved upon the approval
        of
        a majority of the Managers appointed by Micron, and any matter that is an
        Intel
        Matter shall be deemed approved upon the approval of a majority of the Managers
        appointed by Intel. Except as specifically provided in Article 7, Article
        8 and
        Sections 11.1, 11.2 and 11.3, the Board of Managers shall have the right,
        power and authority to take all actions of the Joint Venture Company, including
        the following, and in no event shall any of the following actions be taken
        without the approval of the Board of Managers (which approval may be obtained
        through the adoption of an Undisputed Approved Business Plan by the Board
        of
        Managers in accordance with Sections 11.1 and 11.2, provided
        that the
        relevant Undisputed Approved Business Plan sets forth such action in reasonable
        detail), by or with respect to the Joint Venture Company or any Subsidiary
        of
        the Joint Venture Company:

       

      
        
          
          

        

        
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      (1)  entering
        into any agreement or making any modification or amendment to, or terminating,
        any agreement between (a) the Joint Venture Company or any Subsidiary of
        the Joint Venture Company and (b) any Member or an Affiliate of a
        Member;

       

      (2)  selecting
        attorneys, accountants, auditors and financial advisors for the Joint Venture
        Company or any of its Subsidiaries;

       

      (3)  adopting,
        or making any material modification, amendment or termination of, material
        accounting and tax policies, procedures and principles applicable to the
        Joint
        Venture Company or any of its Subsidiaries other
        than those made in accordance with Section 10.9 (provided,
        however,
        that
        the right, power and authority of the Board of Managers with respect to tax
        policies, procedures and principles granted under this Section 6.3 shall
        be
        subject to the provisions of Section 10.7 hereof);

       

      (4)  adopting
        or making any material changes to any employee benefit plan, including any
        incentive compensation plan;

       

      (5)  setting
        any distribution to the Members not required under Article 5;

       

      (6)  subject
        to Section 6.3(B)(1)(b), commencing or settling litigation, except routine
        employment litigation matters;

       

      (7)  making
        any material purchase, sale or lease (as lessor or lessee) of any real property
        (except for any such purchase or lease to effectuate an Intel Matter that
        is
        approved by a majority of the Intel Managers then in office or a Micron Matter
        that is approved by a majority of the Micron Managers then in
        office);

       

      (8)  acquiring
        securities or any equity ownership interest in any Person, other than a
        Wholly-Owned Subsidiary of the Joint Venture Company established to hold
        a Fab
        or assets of the Joint Venture Company or any of its Subsidiaries;

       

      (9)  making
        any public announcement by the Joint Venture Company or any Subsidiary of
        the
        Joint Venture Company of any material non-public information not previously
        approved for public announcement by the Board of Managers;

       

      (10)  entering
        into or amending any collective bargaining arrangements or waiving any material
        provision or requirement thereof;

       

      (11)  approving
        any Proposed Business Plan, or amending or modifying any Approved Business
        Plan
        (or any modification thereof), subject to Sections 11.1(C), 11.2(D) and
        11.2(E);

       

      (12)  making
        any filing with, public comments to, or negotiation or discussion with, any
        Governmental Entity (excluding regular operating filings and other routine
        administrative matters and other than any such filing, public comments, or
        negotiation or discussion relating to an Intel Matter that is approved by
        a
        majority of the 

       

      
        
          
          

        

        
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      Intel
        Managers then in office or relating to a Micron Matter that is approved by
        a
        majority of the Micron Managers then in office); and

       

      (13)  establishing,
        overseeing and modifying the investment policies of the Joint Venture Company
        with respect to funds held by the Joint Venture Company, including funds
        reserved pursuant to Section 2.2 pending the use of such funds in
        accordance with any applicable Approved Business Plan.

       

      (B)  (1)
        Notwithstanding the foregoing, any action of the Board of Managers with respect
        to any of the following matters relating to a Member (the “Interested
        Member”)
        shall
        be deemed approved by the Board of Managers if approved either by the
        affirmative vote at a meeting of the Board of Managers of a majority of the
        Managers appointed by the other Member (the “Independent
        Member”)
        with
        respect to such action or by written consent of a majority of the Managers
        appointed by such Independent Member:

       

      (a)  any
        determination to grant indemnification to the Interested Member for any matter
        not contemplated by Section 14.2 hereof; or

       

      (b)  the
        pursuit of any remedy by the Joint Venture Company or a Subsidiary of the
        Joint
        Venture Company against the Interested Member or Affiliate of the Interested
        Member (excluding any Applicable Joint Venture and any Wholly-Owned Subsidiary
        of any Applicable Joint Venture) in accordance with Section 7.5;
        or

       

      (c)  any
        other
        matter (other than a matter provided for in Section 6.3(B)(2)) in which the
        interests of the Joint Venture Company or a Subsidiary of the Joint Venture
        Company and the Interested Member, or an officer, director, controlling
        stockholder or Affiliate of the Interested Member (excluding any Applicable
        Joint Venture and any Wholly-Owned Subsidiary of any Applicable Joint Venture),
        are adverse.

       

      (2)  The
        entry
        into, modification of, amendment to, or termination by the Joint Venture
        Company
        of any agreement or other transaction between the Joint Venture Company or
        any
        Subsidiary of the Joint Venture Company, on the one hand, and the Interested
        Member or an officer, director, controlling stockholder or Affiliate of the
        Interested Member (excluding any Applicable Joint Venture and any Wholly-Owned
        Subsidiary of any Applicable Joint Venture ), on the other hand, (an
“Interested Member Transaction”)
        shall
        be permitted only if:

       

      (a)  The
        material facts as to the relationship or interest of the Interested Member
        (and
        its officers, directors, controlling stockholders and Affiliates (excluding
        any
        Applicable Joint Venture and any Wholly-Owned Subsidiary of any Applicable
        Joint
        Venture)) as to the Interested Member Transaction are disclosed or are known
        to
        the Board of Managers and the Independent Member, and the Board of Managers
        in
        good faith authorizes the Interested Member Transaction by the affirmative
        votes
        of a majority of the 

       

      
        
          
          

        

        
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      Managers
        appointed by the Independent Member, even though the Managers appointed by
        the
        Independent Member may be less than a quorum; or

       

      (b)  The
        material facts as to the relationship or interest of the Interested Member
        (and
        its officers, directors, controlling stockholders and Affiliates) as to the
        Interested Member Transaction are disclosed or are known to the Independent
        Member, and the Interested Member Transaction is specifically approved in
        writing by the Independent Member; or

       

      (c)  The
        Interested Member Transaction is authorized, approved or ratified by the
        Board
        of Managers and is fair as to the Joint Venture Company or the applicable
        Subsidiary of the Joint Venture Company and the Independent Member as of
        the
        time it is so authorized, approved or ratified by the Board of
        Managers.

       

      (3)  Managers
        appointed by the Interested Member may be counted in determining the presence
        of
        a quorum at a meeting of the Board of Managers which authorizes the Interested
        Member Transaction.

       

      (C)  Notwithstanding
        anything in this Agreement to the contrary, if a Member has only [***] to
        the
        Board of Managers as a result of its Percentage Interest falling below the
        requisite threshold set forth in Section 6.2(B), the following actions will
        require the approval of a majority of the members of the Board of Managers,
        including the Manager appointed by such Member:

       

      (1)  any
        material modification, amendment or termination of material accounting and
        tax
        policies, procedures and principles applicable to the Joint Venture Company
        or
        any of its Subsidiaries, other than those made in accordance with
        Section 10.9 (provided,
        however,
        that
        the right, power and authority of the Board of Managers with respect to tax
        policies, procedures and principles granted under this Section 6.3 shall
        be
        subject to the provisions of Section 10.7 hereof); and

       

      (2)  except
        for any litigation matter subject to Section 6.3(B)(1)(b), any settlement
        of a
        litigation matter or a group of related litigation matters, other than routine
        litigation matters not involving current or former members of management,
        where
        the amount of damages payable by the Joint Venture Company or any of its
        Subsidiaries exceeds $[***] or that results in disparate treatment of the
        Members.

       

      6.4  Meetings
        of the Board of Managers; Quorum.
        The
        Board of Managers shall hold meetings at least once per Fiscal Quarter. Subject
        to a Manager’s right to appoint an alternate Manager in accordance with Section
        6.7, the presence of at least a majority of the Managers (four (4) while
        the
        number of Managers is six (6)), in person or by telephone conference or by
        other
        means of communications acceptable to the Board of Managers, shall be necessary
        and sufficient to constitute a quorum for the purpose of taking action by
        the
        Board of Managers at any meeting of the Board of Managers; provided,
        that
        such quorum shall consist of at least a majority of the Managers appointed
        by
        each Member that appoints an odd number of Managers greater than one, and
        at
        least half of the Managers appointed by each Member that appoints an


       

      
        
          
          

        

        
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      even
        number of Managers. No action taken by the Board of Managers at any meeting
        shall be valid unless the requisite quorum is present.

       

      6.5  Notice;
        Waiver.
        The
        regular quarterly meetings of the Board of Managers described in Section
        6.4
        shall be held upon not less than ten (10) days’ written notice. Additional
        meetings of the Board of Managers shall be held (A) at such other times as
        may
        be determined by the Board of Managers, (B) at the request of at least two
        (2)
        Managers or either Authorized Officer, or the Chief Executive Officer, as
        applicable, upon not less than five (5) Business Days’ written notice or (C) in
        accordance with Section 17.1, following a failure by the Board of Managers
        to
        adopt or reject a proposal for action presented to it. For purposes of this
        Section, notice may be provided via facsimile, email or any other manner
        provided in Section 18.1, or telephonic notice to each Manager (which
        notice shall be provided to the other Managers by the requesting Managers).
        The
        presence of any Manager at a meeting (including by means of telephone conference
        or other means of communications acceptable to the Board of Managers) shall
        constitute a waiver of notice of the meeting with respect to such Manager,
        unless such Manager declares at the meeting that such Manager objects to
        the
        notice as having been improperly given. The Board of Managers shall cause
        written minutes to be prepared of all actions taken by the Board of Managers
        and
        shall cause a copy thereof to be delivered to each Manager within fifteen
        (15)
        days of each meeting.

       

      6.6  Action
        Without a Meeting; Meetings by Telecommunications.

       

      (A)  On
        any
        matter that is to be voted on, consented to or approved by the Board of
        Managers, the Board of Managers may take such action without a meeting, without
        prior notice and without a vote if a consent or consents in writing, setting
        forth the action so taken, shall be signed by the Managers having not less
        than
        the minimum votes that would be necessary to authorize or take such action,
        in
        accordance with the terms of this Agreement, at a meeting at which all the
        Managers were present and voted.

       

      (B)  Unless
        the Act otherwise provides, members of the Board of Managers shall have the
        right to participate in all meetings of the Board of Managers by means of
        a
        conference telephone or similar communications equipment by means of which
        all
        persons participating in the meeting can hear each other at the same time
        and
        participation by such means shall constitute presence in person at a
        meeting.

       

      6.7  Alternate
        Managers.
        Each
        Manager shall have the right to designate an individual to attend and vote
        at
        meetings of the Board of Managers as the proxy of such regularly appointed
        Manager.

       

      6.8  Compensation
        of Managers.
        The
        Managers, in their capacity as such, shall not receive compensation from
        the
        Joint Venture Company. Each Member shall bear the cost and expenses incurred
        by
        its appointed Managers in connection with the Joint Venture Company’s business
        while such Managers are serving in such capacity.

       

      ARTICLE
        7. 

      MEMBERS

       

      7.1  Rights
        of Members; Meetings.

       

      
        
          
          

        

        
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      (A)  The
        Members shall be the members of the Joint Venture Company under the Act,
        and
        shall be entitled to the following: (1) receive financial reports and tax
        reporting information referenced in Sections 10.4 and 10.6; (2) receive
        (y) the then-current Approved Business Plans, as updated from time to time
        in accordance with Section 11.1 or Section 11.2 and any Proposed Business
        Plan
        and (z) the then-current Operating Plan; (3) receive such additional information
        of the Joint Venture Company or any of its Subsidiaries as may reasonably
        be
        requested by a Member; (4) copies of any third party audit findings from
        any
        audit of the Joint Venture Company or any Subsidiary of the Joint Venture
        Company, any subcontractor for the Joint Venture Company or any Subsidiary
        of
        the Joint Venture Company or any Person that provides services to the Joint
        Venture Company or any Subsidiary of the Joint Venture Company (including
        a
        Member in such capacity but only to the extent contemplated by the applicable
        service agreement with such Member); and (5) such additional rights as are
        elsewhere provided in this Agreement or by mandatory requirements of Applicable
        Law, including mandatory requirements of the Act.

       

      (B)  At
        any
        time, and from time to time, the Board of Managers may, but shall not be
        required to, call meetings of the Members.

       

      (1)  Special
        meetings of the Members for any proper purpose or purposes may be called
        at any
        time by either Member. Each meeting of the Members shall be conducted by
        the
        Authorized Officers, or the Chief Executive Officer, as applicable, or any
        mutually agreeable designee of the Authorized Officers or designee of the
        Chief
        Executive Officer, as applicable, and shall be held at the principal offices
        of
        the Joint Venture Company or at such other place as may be agreed upon from
        time
        to time by the Members. The Authorized Officers or their designee, or the
        Chief
        Executive Officer or his or her designee, as applicable, shall include any
        item
        submitted by a Member for consideration at a meeting of the Members, may
        not cut
        off debate on any matter being considered by the Members and shall call for
        a
        vote on any matter at the request of any Member. Meetings may be held by
        telephone if both Members so consent.

       

      (2)  Except
        as
        otherwise required by Applicable Law, written notice (which may be provided
        via
        facsimile or electronic mail with receipt confirmation) of each meeting of
        the
        Members of the Joint Venture Company shall be given not less than five (5)
        nor
        more than thirty-five (35) days before the date of such meeting.

       

      (3)  The
        presence, either in person or by proxy, of Members whose combined Percentage
        Interests equal one hundred percent (100%) is required to constitute a quorum
        at
        any meeting of the Members.

       

      (4)  Each
        Member may authorize any Person (provided
        such
        Person is an officer of the Member) to act for it or on its behalf on all
        matters in which the Member is entitled to participate. Each proxy must be
        signed by a duly authorized officer of the Member. All other provisions
        governing, or otherwise relating to, the holding of meetings of the Members
        shall be established from time to time as mutually agreed by the
        Members.

       

      
        
          
          

        

        
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      (5)  The
        Members shall be entitled to vote on any matter submitted to a vote of the
        Members in proportion to their Percentage Interests. Members may vote either
        in
        person or by proxy at any meeting. Each Member shall be entitled to cast
        one (1)
        vote for each full percentage of the Percentage Interest held by such Member.
        Fractional votes shall be permitted.

       

      (6)  Any
        action permitted or required by the Act, the Certificate, or this Agreement
        to
        be taken at a meeting of Members may be taken without a meeting if a consent
        in
        writing, setting forth the action to be taken, is signed by the Member or
        Members whose vote or approval is required for the taking of such action
        under
        this Agreement. Such consent shall have the same force and effect as if such
        action was approved by vote at a meeting at which all the Members were present
        and voted and may be stated as such in any document or instrument filed with
        the
        Secretary of State of Delaware, and the execution of such consent shall
        constitute attendance or presence in person at a meeting of
        Members.

       

      7.2  Limitations
        on the Rights of Members.

       

      (A)  Subject
        to any mandatory requirements of Applicable Law, including mandatory
        requirements under the Act, except as provided in this Agreement or as otherwise
        agreed in writing by the Members, no Member (in its capacity as a Member)
        has
        the right to take any part whatsoever in the management and control of the
        business of the Joint Venture Company, sign for or bind the Joint Venture
        Company or any of its Subsidiaries, compel a sale or appraisal of the Joint
        Venture Company’s or any of its Subsidiaries’ assets, or sell or assign its
        Interest in the Joint Venture Company or any of its Subsidiaries.

       

      (B)  No
        Member
        may, without the prior written consent of the other Member: (1) confess any
        judgment against the Joint Venture Company or any of its Subsidiaries; (2)
        act
        for, enter into any agreement on behalf of or otherwise purport to bind the
        other Member, the Joint Venture Company or any of its Subsidiaries; (3) do
        any
        acts in contravention of this Agreement or any of the Affiliate Agreements;
        (4)
        except as contemplated by the Affiliate Agreements, dispose of the goodwill
        or
        the business of the Joint Venture Company or any of its Subsidiaries; (5)
        Transfer its Interest in the Joint Venture Company (except as provided in
        Sections 12.2, 12.4(A), 12.4(B) or 12.5); or (6) assign the property of the
        Joint Venture Company or any of its Subsidiaries in trust for creditors or
        on
        the assignee’s promise to pay any indebtedness of the Joint Venture Company or
        any of its Subsidiaries.

       

      7.3  Limited
        Liability of the Members.
        Except
        to the extent expressly set forth in Article 2 of this Agreement or
        otherwise in a written instrument executed by the Member against whom any
        liability is asserted in favor of the Person asserting such liability, the
        Members (solely in their capacity as Members) have no obligation to contribute
        to the Joint Venture Company or any of its Subsidiaries and shall not be
        liable
        for any debt, obligation or liability of the Joint Venture Company or any
        of its
        Subsidiaries. Any liability to return distributions made by the Joint Venture
        Company is limited to mandatory requirements of the Act or of any other
        Applicable Law.

       

      7.4  Voting
        Rights of Members.

       

      
        
          
          

        

        
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      (A)  Notwithstanding
        anything in this Agreement to the contrary, for so long as a Member’s Percentage
        Interest is greater than [***] ([***]%), the following actions shall require
        the
        unanimous approval of the Members:

       

      (1)  any
        amendment, restatement or revocation of the Certificate, except (a) as
        provided in Section 1.5(A) to effectuate a change in the principal place
        of
        business of the Joint Venture Company, (b) to change the name of the Joint
        Venture Company, (c) as required by Applicable Law, or (d) to
        accomplish any action that would be allowed under the terms and conditions
        of
        this Agreement where the only prohibition on the performance of such action
        is
        the terms of the Certificate;

       

      (2)  any
        material change in the business purpose of the Joint Venture Company or any
        of
        its Subsidiaries, other than a change in accordance with the proviso to
        Section 1.4;

       

      (3)  any
        Transfer of any Interest to any Person, except as expressly permitted by
        Sections 12.2, 12.4(A), 12.4(B) or 12.5;

       

      (4)  any
        agreement with respect to all present or former Members to extend the period
        for
        assessing any tax which is attributable to any Joint Venture Company item
        or
        item of any of the Joint Venture Company’s Subsidiaries;

       

      (5)  any
        approval of the inclusion within the business purpose of the Joint Venture
        Company or any of its Subsidiaries the manufacture of memory products other
        than
        NAND Flash Memory Products, subject to the proviso to
        Section 1.4;

       

      (6)  any
        approval or setting of any distribution to any Member (other than distributions
        of cash in accordance with Article 5); provided,
        however,
        that a
        Member’s consent for the purposes of this Section 7.4(A)(6) shall not be
        unreasonably withheld; and

       

      (7)  the
        sale,
        license, assignment or other transfer of any intellectual property owned
        or in
        the possession of the Joint Venture Company or any Subsidiary of the Joint
        Venture Company (including any technology or know-how, whether or not patented,
        any trademark, trade name or service mark, any copyright or any software
        or
        other method or process) to any Person other than a Wholly-Owned Subsidiary
        of
        the Joint Venture Company or a U.S. Facilities Company or an Applicable Joint
        Venture or a Wholly-Owned Subsidiary of an Applicable Joint Venture, except
        as
        provided in the Joint Venture Documents or as otherwise agreed in writing
        by the
        Members.

       

      (B)  Notwithstanding
        anything in this Agreement to the contrary, and in addition to the provisions
        of
        Section 7.4(A), for so long as a Member’s Percentage Interest is at least [***]
        percent ([***]%), the following actions shall require the unanimous approval
        of
        the Members:

       

      (1)  the
        incurrence of any indebtedness for borrowed money, other than (i) as
        provided in Article 2 or Article 3 and (ii) any third-party equipment
        financing;

       

      
        
          
          

        

        
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      (2)  any
        sale,
        lease, pledge (other than pledges of equipment under a permitted third-party
        equipment financing), assignment, transfer (other than transfers to a
        Wholly-Owned Subsidiary of the Joint Venture Company) or other disposition
        of
        any asset of the Joint Venture Company or any of its Subsidiaries or group
        of
        assets in each case other than in the ordinary course, unless approved in
        an
        Undisputed Approved Business Plan or unless made in connection with a
        dissolution of the Joint Venture Company as contemplated by Article 13;
provided,
        however,
        that
        unanimous approval will not be required if the aggregate amount of such sales,
        leases, pledges (other than pledges of equipment under a permitted third-party
        equipment financing), assignments, transfers (other than transfers to a
        Wholly-Owned Subsidiary of the Joint Venture Company) and other dispositions
        not
        in the ordinary course do not exceed the amount provided for in an Undisputed
        Approved Business Plan by more than $[***] in any Fiscal Year;

       

      (3)  any
        purchase, lease or other acquisition, in any single transaction or in a series
        of related transactions, of personal property or services or capital equipment
        inconsistent with an Approved Business Plan (after taking into account any
        general overrun provisions contained in such Approved Business
        Plan);

       

      (4)  any
        capital expenditures or series of related capital expenditures, that exceed
        the
        amount provided therefor in the most recently Approved Business Plan (after
        taking into account any general spending overrun provisions contained in
        such
        Approved Business Plan) or any commitment by the Joint Venture Company or
        any
        Subsidiary of the Joint Venture Company to make expenditures in any development
        project in an amount greater than the amount set forth in the most recently
        Approved Business Plan (after taking into account any general spending overrun
        provisions contained in such Approved Business Plan);

       

      (5)  any
        merger, consolidation or other business combination to which the Joint Venture
        Company or any Subsidiary of the Joint Venture Company is a party, or any
        other
        transaction to which the Joint Venture Company or any Subsidiary of the Joint
        Venture Company is a party (other than where the Joint Venture Company is
        merged
        or combined with or consolidated into a Wholly-Owned Subsidiary of the Joint
        Venture Company), resulting in a change of control of the Joint Venture Company
        or any Subsidiary of the Joint Venture Company, other than a change of control
        that may occur pursuant to Article 2 or Article 3;

       

      (6)  (a) the
        voluntary commencement or the failure to contest in a timely and appropriate
        manner any involuntary proceeding or the filing of any petition seeking relief
        under bankruptcy, insolvency, receivership or similar laws, (b) the
        application for or consent to the appointment of a receiver, trustee, custodian,
        conservator or similar official for the Joint Venture Company or any Subsidiary
        of the Joint Venture Company, or for a substantial part of their property
        or
        assets, (c) the filing of an answer admitting the material allegations of a
        petition filed against the Joint Venture Company or any Subsidiary of the
        Joint
        Venture Company in any proceeding described above, (d) the consent to any
        order for relief issued with respect to any proceeding described in this
        subsection (6), (e) the making of a general assignment for the benefit of
        creditors, or 

       

      
        
          
          

        

        
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      (f) the
        admission in writing of the Joint Venture Company’s inability, or the failure of
        the Joint Venture Company or of any Subsidiary of the Joint Venture Company
        generally, to pay its debts as they become due or the taking of any action
        for
        the purpose of effecting any of the foregoing;

       

      (7)  the
        acquisition of any business or entry into any joint venture or
        partnership;

       

      (8)  the
        creation of any direct or indirect Subsidiary of the Joint Venture Company
        other
        than a U.S. Facilities Company or any other Wholly-Owned Subsidiary of the
        Joint
        Venture Company; and

       

      (9)  negotiating
        external sources of additional wafer manufacturing capacity for Joint Venture
        Products.

       

      In
        addition, such Member shall have the right to review and comment on any public
        announcement by the Joint Venture Company or any Subsidiary of the Joint
        Venture
        Company.

       

      (C)  Notwithstanding
        anything in this Agreement to the contrary, and in addition to the provisions
        of
        Sections 7.4(A) and 7.4(B), for so long as a Member’s Percentage Interest is at
        least [***] percent ([***]%), the following actions shall require the unanimous
        approval of the Members:

       

      (1)  the
        purchase, license or other acquisition of rights to third party intellectual
        property other than routine software licenses in connection with the Joint
        Venture Company’s or any of its Subsidiaries’ ongoing operations.

       

      7.5  Defaulting
        Member.
        Notwithstanding anything in this Agreement to the contrary, in no event shall
        the pursuit of any remedy by the Joint Venture Company or any of its
        Subsidiaries against a Defaulting Member pursuant to Section 17.7 require
        the
        consent of such Defaulting Member. The Non-Defaulting Member shall have the
        right to control the Joint Venture Company’s pursuit of any such claim against
        the Defaulting Member.

       

      7.6  Cooperation.

       

      (A)  Intel
        may
        take action on behalf of the Joint Venture Company with respect to any Intel
        Matter and shall cooperate with and keep Micron regularly informed with respect
        to any Intel Matter.

       

      (B)  Micron
        may take action on behalf of the Joint Venture Company with respect to any
        Micron Matter and shall cooperate with and keep Intel regularly informed
        with
        respect to any Micron Matter.

       

      ARTICLE
        8.  

      OFFICERS
        AND COMMITTEES

       

      8.1  Intel
        Executive Officer.

       

      
        
          
          

        

        
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      (A)  Until
        the
        [***] anniversary of the Effective Date (the “Management
        Conversion Date”),
        the
        Joint Venture Company shall have an executive officer appointed by Intel
        (the
“Intel
        Executive Officer”)
        who,
        together with the Micron Executive Officer, shall have responsibility for
        the
        day-to-day management and control of the business and affairs of the Joint
        Venture Company and its Subsidiaries and overseeing the implementation of
        the
        strategic direction of the Joint Venture Company and its Subsidiaries. The
        Intel
        Executive Officer shall perform such duties and have such powers specifically
        delegated to the Intel Executive Officer by the Board of Managers. The Intel
        Executive Officer shall be an employee of Intel seconded to the Joint Venture
        Company by Intel, subject to the consent of Micron, which consent shall not
        be
        unreasonably withheld or delayed. Intel shall have the right to remove the
        Intel
        Executive Officer at any time, with or without cause, provided
        that it
        provides at least ten (10) days written notice of such removal to Micron
        and the
        Joint Venture Company. Intel shall have the right to fill any vacancy in
        the
        position of Intel Executive Officer for any reason (including as a result
        of the
        Intel Executive Officer’s death, resignation, retirement or removal pursuant to
        this Section), subject to the consent of Micron, which consent shall not
        be
        unreasonably withheld or delayed. The Intel Executive Officer shall report
        directly to the Board of Managers.

       

      (B)  The
        Board
        of Managers shall determine, from time to time, the incentive compensation
        for
        which the Intel Executive Officer may be eligible based upon the Joint Venture
        Company’s operational success.

       

      8.2  Micron
        Executive Officer.

       

      (A)  Until
        the
        Management Conversion Date, the Joint Venture Company shall have an executive
        officer appointed by Micron (the “Micron
        Executive Officer”)
        who,
        together with the Intel Executive Officer, shall have responsibility for
        the
        general management and control of the day-to-day business and affairs of
        the
        Joint Venture Company and its Subsidiaries and overseeing the implementation
        of
        the strategic direction of the Joint Venture Company and its Subsidiaries.
        The
        Micron Executive Officer shall perform such duties and have such powers
        specifically delegated to the Micron Executive Officer by the Board of Managers.
        The Micron Executive Officer shall be an employee of Micron seconded to the
        Joint Venture Company by Micron, subject to the consent of Intel, which consent
        shall not be unreasonably withheld or delayed. Micron shall have the right
        to
        remove the Micron Executive Officer at any time, with or without cause,
provided
        that it
        provides at least ten (10) days written notice of removal to Intel and the
        Joint
        Venture Company. Micron shall have the right to fill any vacancy in the position
        of Micron Executive Officer for any reason (including as a result of the
        Micron
        Executive Officer’s death, resignation, retirement or removal pursuant to this
        Section), subject to the consent of Intel, which consent shall not be
        unreasonably withheld or delayed. The Micron Executive Officer shall report
        directly to the Board of Managers.

       

      (B)  The
        Board
        of Managers shall determine, from to time, the incentive compensation for
        which
        the Micron Executive Officer may be eligible based upon the Joint Venture
        Company’s operational success.

       

      8.3  Lead
        Controller/Chief Financial Officer.

       

      
        
          
          

        

        
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      (A)  The
        Joint
        Venture Company shall have a financial manager (the “Lead
        Controller”)
        who
        shall serve as the principal financial officer of the Joint Venture Company
        and
        shall have responsibility for and authority over the day-to-day financial
        matters of the Joint Venture Company and its Subsidiaries. The Lead Controller
        shall perform such duties and have such powers specifically delegated to
        the
        Lead Controller by the Board of Managers. The Lead Controller shall be an
        employee of Micron seconded to the Joint Venture by Micron, or another
        individual selected by Micron, subject to the consent of Intel, which consent
        shall not be unreasonably withheld or delayed. Micron shall have the right
        to
        remove the Lead Controller at any time, with or without cause, provided
        that it
        provides at least ten (10) days written notice of removal to Intel and the
        Joint
        Venture Company. Micron shall have the right to fill any vacancy in the position
        of Lead Controller for any reason (including as a result of the Lead
        Controller’s death, resignation, retirement or removal pursuant to this
        Section), subject to the consent of Intel, which consent shall not be
        unreasonably withheld or delayed. The Lead Controller shall report directly
        to
        the Board of Managers.

       

      (B)  The
        Board
        of Managers shall determine, from time to time, the incentive compensation
        for
        which the Lead Controller may be eligible based upon the Joint Venture Company’s
        operational success.

       

      (C)  For
        so
        long as there is a Lead Controller who is seconded to the Joint Venture Company
        by a Member, the other Member shall be entitled to second to the Joint Venture
        Company a senior finance officer to assist the Lead Controller in the execution
        of his or her duties set forth in this Section 8.3. The Board of Managers
        shall determine, from time to time, the incentive compensation for which
        such
        officer may be eligible based upon the Joint Venture Company’s operational
        success.

       

      (D)  Upon
        the
        Management Conversion Date, the position of the Lead Controller shall terminate
        and the Board of Managers shall appoint a Chief Financial Officer (the
“Chief
        Financial Officer”)
        who
        shall be an employee of the Joint Venture Company and shall report directly
        to
        the Chief Executive Officer. The Chief Financial Officer shall have the
        responsibilities specifically delegated to the Lead Controller by the Board
        of
        Managers, shall perform all other duties and shall have all powers that are
        delegated to him or her by the Board of Managers or the Chief Executive Officer,
        and shall be selected by the Board of Managers. For purposes of this Agreement,
        the Lead Controller and the Chief Financial Officer are referred to
        interchangeably as the “Financial
        Officer.”

       

      8.4  Chief
        Executive Officer.
        Upon
        the Management Conversion Date, the Board of Managers shall appoint a Chief
        Executive Officer (the “Chief
        Executive Officer”),
        who
        shall have responsibility for the day-to-day general management and control
        of
        the business and affairs of the Joint Venture Company and its Subsidiaries
        and
        overseeing the implementation of the strategic direction of the Joint Venture
        Company and its Subsidiaries. The Chief Executive Officer shall perform or
        oversee those duties that were specifically delegated to the Intel Executive
        Officer and Micron Executive Officer by the Board of Managers prior
        to
        the Management Conversion Date and shall perform all other duties and have
        all
        powers that are that are commonly incident to the office of chief executive
        officer or that are specifically delegated to him or her by the Board of
        Managers.
        The
        Chief Executive Officer shall be an employee of the Joint Venture Company,
        selected by the Board of Managers, subject to the consent of any 

       

      
        
          
          

        

        
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      Member
        whose Percentage Interest is at least [***] percent ([***]%), which consent
        shall not be unreasonably withheld or delayed. The Board of Managers shall
        have
        the right to remove any Chief Executive Officer at any time, with or without
        cause, subject to the terms of any employment contract between the Joint
        Venture
        Company and the Chief Executive Officer.

       

      8.5  General
        Provisions Regarding Officers.

       

      (A)  There
        shall be one or more site managers of the Joint Venture Company who shall
        serve
        as officers of the Joint Venture Company and shall have such authority and
        perform or oversee those duties that are delegated to such officers by the
        Board
        of Managers or the Authorized Officers or Chief Executive Officer, as
        applicable. The Board of Managers may, from time to time, designate other
        officers of the Joint Venture Company, delegate to such officers such authority
        and duties as the Board of Managers may deem advisable and assign titles
        to any
        such officers. Except as otherwise provided in this Agreement, prior to the
        Management Conversion Date, officers may either be employees of the Joint
        Venture Company or Seconded Employees. Unless the Board of Managers otherwise
        determines or unless otherwise provided by this Agreement, if the title assigned
        to an officer of the Joint Venture Company is one commonly used for officers
        for
        businesses of comparable size in the same industry, then, subject to the
        terms
        of this Agreement, the assignment of such title shall constitute the delegation
        to such officer of the authority and duties that are customarily associated
        with
        such office for businesses of comparable size in the same industry. Except
        as
        otherwise provided in this Agreement, any number of titles may be held by
        the
        same individual.

       

      (B)  Subject
        to all rights, if any, under any contract of employment, any officer to whom
        a
        delegation is made pursuant to Section 8.5(A) shall serve in the capacity
        delegated unless and until such delegation is revoked by the Board of Managers
        for any reason or no reason whatsoever, with or without cause, or such officer
        resigns.

       

      8.6  Intentionally
        Omitted.

       

      8.7  Waiver
        of Fiduciary Duties.

       

      (A)  In
        connection with the determination of any and all matters presented for action
        to
        the Members or the Board of Managers, as applicable, the Members acknowledge
        and
        agree that each Member will be acting on its own behalf and each Representative
        serving on the Board of Managers will be acting on behalf of the Member that
        appointed such Representative.

       

      (B)  Each
        Member may act, and, to the fullest extent permitted by Applicable Law, will
        be
        protected for acting, in its own interest (subject to the express terms of
        any
        contract entered into by such Member) without regard to the interest of the
        other Member or the Joint Venture Company or any of its Subsidiaries, and,
        subject to Section 8.7(D), each Representative may act, and, to the fullest
        extent permitted by Applicable Law, will be protected for acting at the
        direction or control of, or in a manner that such Representative believes
        is in
        the best interest of, the Member that appointed the Representative without
        regard to the interest of the other Member or the Joint Venture Company or
        any
        of its Subsidiaries. Further, each Member may, to the fullest extent permitted
        by Applicable Law (subject to the express terms of any contract entered into
        by
        such Member), make decisions and exercise direction and control over the
        

       

      
        
          
          

        

        
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      decisions
        of the Representatives appointed by such Member without duty to or regard
        for
        the interests of the other Member or the Joint Venture Company or any of
        its
        Subsidiaries.

       

      (C)  The
        Joint
        Venture Company, on its own behalf and on behalf of each of its Subsidiaries,
        and each Member waives, to the fullest extent permitted by Applicable Law,
        (1) any claim or cause of action against any Member or Manager based on the
        determination of any and all matters presented for action to the Members
        or the
        Board of Managers, as applicable, (2) breach of fiduciary duty, duty of
        care, duty of loyalty or any other duty or (3) breach of the Act;
provided,
        however,
        the
        foregoing will not limit any Member’s obligation under or liability for breach
        of the express terms of this Agreement or any other agreement that they have
        entered into with the Joint Venture Company or any of its Subsidiaries or
        the
        other Member; and provided further,
        however,
        that no
        Member shall negotiate or enter into or request or otherwise cause the Joint
        Venture Company to negotiate or enter into any agreement or transaction that
        would result in such Member or any of its Subsidiaries receiving any financial
        consideration or other tangible property incentive, payment or other form
        of
        financial consideration or other tangible property consideration from any
        Governmental Entity or Person based upon the Joint Venture Company’s taking an
        action (including hiring any employees, undertaking any construction or
        purchasing any equipment) or entering into such agreement or transaction
        other
        than as a Member of the Joint Venture Company pursuant to this Agreement,
        and
        any Member who receives any such consideration or other tangible property
        incentive, payment or other form of financial consideration or other tangible
        property consideration from any Governmental Entity or Person in respect
        of the
        Joint Venture Company’s activities, shall promptly convey such consideration or
        other tangible property incentive, payment or other form of financial
        consideration or other tangible property consideration from any Governmental
        Entity or Person to the Joint Venture Company without any adjustment in the
        Capital Contribution Balance of such Member.

       

      (D)  The
        term
“Representative”
shall
        mean, with respect to a Member and the Managers and the employees, agents
        and
        other representatives of such Member including the Seconded Employees of
        such
        Member, but not including, only for purposes of Section 8.7(C)(2), the
        Chief Executive Officer, the Intel Executive Officer, the Micron Executive
        Officer, the Lead Controller, the Chief Financial Officer or any other officer
        or site manager of the Joint Venture Company (and each such officer shall
        be
        bound by such fiduciary and other duties (including the duty of care and
        the
        duty of loyalty) as would apply to an officer having comparable authority
        and
        duties under the DGCL).

       

      ARTICLE
        9.

      EMPLOYEE
        MATTERS

       

      9.1  Joint
        Venture Company Employees; Seconded Employees.
        The
        Joint Venture Company shall employ its own personnel and shall be their
        exclusive employer. In addition, certain other persons who are employed by
        Micron or its Relatives or Intel or its Relatives may be seconded by Micron
        or
        Intel, respectively, to work for the Joint Venture Company for a given period
        of
        time (“Seconded Employees”)
        pursuant to the terms and conditions of the Micron Personnel Secondment
        Agreement or the Intel Personnel Secondment Agreement, respectively. Seconded
        Employees may be utilized to provide services to the Joint Venture Company
        until
        (1) the time specified in Article 8 for certain Seconded Employees, if any,
        acting as officers of the 

       

      
        
          
          

        

        
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      Joint
        Venture Company, (2) with respect to Seconded Employees employed by Micron
        or
        its Relatives, until the time determined under the terms of the Micron Personnel
        Secondment Agreement, or (3) with respect to Seconded Employees employed
        by
        Intel or its Relatives, until the time determined under the terms of the
        Intel
        Personnel Secondment Agreement. Notwithstanding the foregoing, no Seconded
        Employee will become employed by the Joint Venture Company or any of its
        Subsidiaries unless agreed among the Joint Venture Company and the
        Members.

       

      9.2  Performance
        and Removal of Seconded Employees.
        The
        Intel Executive Officer and Micron Executive Officer shall consult with one
        another with respect to any Seconded Employee, regardless of origin, who
        is not
        adequately performing or adequately adapting to the team environment of the
        Joint Venture Company, and discuss appropriate action. If a decision is made
        by
        the Intel Executive Officer, in the case of a Seconded Employee seconded
        by
        Intel or its Relatives, or the Micron Executive Officer, in the case of a
        Seconded Employee seconded by Micron or its Relatives, that such employee
        should
        be reassigned to duties other than with the Joint Venture Company, the Intel
        Executive Officer or the Micron Executive Officer, as the case may be, will
        make
        reasonably prompt efforts to request the seconding Member or Relative, as
        applicable, to reassign such employee to duties other than with the Joint
        Venture Company as such seconding Member or Relative, as applicable, shall
        determine in its sole discretion. In no event will the Intel Executive Officer
        or Micron Executive Officer have (i) the authority to reassign any Seconded
        Employee of the other Member or its Relatives (either within the Joint Venture
        Company or to any other assignment), or (ii) the ability to terminate the
        employee relationship between a Seconded Employee of the other Member or
        its
        Relatives and his or her employer. Intel and Micron shall each determine
        in its
        own sole discretion with regard to its Seconded Employees and those of its
        Relatives whether or not, and if so under what conditions, the Intel Executive
        Officer (in the case of Intel) or the Micron Executive Officer (in the case
        of
        Micron) may either reassign the duties of (either within the Joint Venture
        Company or to any other assignment) or terminate the employment relationship
        with its Seconded Employees or those of its Relatives.

       

      For
        avoidance of doubt, this Section 9.2 shall not apply to the Intel Executive
        Officer, the Micron Executive Officer, or the Lead Controller whose performance
        shall be subject to review by the Board of Managers. Furthermore, the Board
        of
        Managers shall possess the authority to require that a Seconded Employee
        be
        reassigned by the seconding Member or its Relatives, as the case may be,
        to
        duties other than with the Joint Venture Company. Subject to the terms of
        the
        Intel Personnel Secondment Agreement and the Micron Personnel Secondment
        Agreement, as the case may be, the Chief Executive Officer shall possess
        the
        authority to require that a Seconded Employee be reassigned by the seconding
        Member or its Relatives, as the case may be, to duties other than with the
        Joint
        Venture Company.

       

      9.3  Forms.
        (A)
        The
        Joint Venture Company and each of its Subsidiaries shall have policies
        applicable to, and ensure that all of its officers, employees and third-party
        independent contractors, third-party consultants, and other third-party service
        providers enter into appropriate agreements with respect to, (1) protection
        of
        confidential information of the Joint Venture Company and its Subsidiaries,
        (2) compliance with Applicable Laws, and (3) other matters related to
        the delivery of services to, or employment of such Person by, the Joint Venture
        Company or its Subsidiaries. The Joint Venture Company and each of its
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      policies
        applicable to, and ensure that all of its officers and employees enter into
        appropriate agreements with respect to intellectual property assignment,
        including invention disclosures, pursuant to which ownership to any intellectual
        property created in the course of employment with the Joint Venture Company
        or
        any of its Subsidiaries shall be assigned to the Joint Venture Company. The
        Joint Venture Company and each of its Subsidiaries shall have policies
        applicable to, and ensure that all of its third-party independent contractors,
        third-party consultants, and other third-party service providers that create
        intellectual property in the course of performing services for the Joint
        Venture
        Company or any of its Subsidiaries, enter into appropriate agreements with
        the
        Joint Venture Company with respect to the Joint Venture Company’s ownership of,
        or the Joint Venture Company’s and its Subsidiaries’ right to use, such
        intellectual property. The forms referred to in this Section 9.3 are
        collectively referred to as the “Service
        Provider Related Forms.”

       

      (B)  Notwithstanding
        any preceding provisions in this Section 9.3 or elsewhere, no Seconded Employee
        shall be required to sign any Service Provider Related Forms, except with
        respect to acknowledgement of and agreement regarding policies of the Joint
        Venture Company addressing conduct while performing services at the premises
        of
        the Joint Venture Company, such as workplace safety, but excluding matters
        relating to protection of confidential information of the Joint Venture Company
        and its Subsidiaries and intellectual property assignment, which issues have
        been addressed in other documents. The Joint Venture Company shall be
        responsible for providing those appropriate Service Provider Related Forms,
        if
        any, prepared by the Joint Venture Company for Seconded Employees to the
        appropriate Seconded Employees, following up to make sure they are signed
        and
        for properly storing such forms; however, Intel and Micron shall each require
        that their Seconded Employees sign the applicable Service Provider Related
        Forms
        when requested to do so by the Joint Venture Company.

       

      9.4  Compensation
        and Benefits.

       

      (A)  The
        Joint
        Venture Company and its Subsidiaries shall have compensation and benefits
        programs for the employees of the Joint Venture Company and its Subsidiaries
        (excluding, for this purpose, Seconded Employees) at its locations consistent
        with local practices in each respective geographic area, as determined by
        the
        Intel Executive Officer and Micron Executive Officer, or the Chief Executive
        Officer, as applicable, and, to the extent required by law or this Agreement,
        approved by the Board of Managers, which may initially be modeled after Micron’s
        local compensation and benefits programs if deemed to be appropriate and
        competitive by the Intel Executive Officer and the Micron Executive Officer
        (or
        the Chief Executive Officer, when applicable) and, if applicable, the Board
        of
        Managers. Incentive compensation programs for Joint Venture Company employees
        and the employees of any Subsidiary of the Joint Venture Company will be
        tied to
        the Joint Venture Company’s operational success, as determined by the Intel
        Executive Officer and the Micron Executive Officer (or the Chief Executive
        Officer, when applicable) and approved by the Board of Managers.

       

      (B)  It
        is the
        intention of Micron to offer employees of Micron and its Relatives who transfer
        to the Joint Venture Company the option to transfer up to [***] hours of
        their current accrued Time Off Plan (“TOP”)
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      Venture
        Company to be administered in accordance with the terms of such plan. If
        Micron
        and its Relatives allow such a transfer and if an employee so elects, the
        Joint
        Venture Company shall credit the employee’s Joint Venture Company TOP (or
        similar time bank) account with the transferred hours and Micron shall pay
        the
        Joint Venture Company an amount equal to the person’s base hourly rate (or a
        calculated base hourly rate in case of salaried employees) multiplied by
        the TOP
        hours transferred.

       

      (C)  It
        is the
        intention of Intel to offer employees of Intel and its Relatives who transfer
        to
        the Joint Venture Company the option to transfer up to [***] hours of their
        current accrued vacation and personal absence hours balance to the comparable
        plan of the Joint Venture Company to be administered in accordance with the
        terms of such plan. If Intel and its Relatives allow such a transfer and
        if an
        employee so elects, the Joint Venture Company shall credit the employee’s Joint
        Venture Company TOP (or similar time bank) account with the transferred hours
        and Intel shall pay the Joint Venture Company an amount equal to the person’s
        base hourly rate (or a calculated base hourly rate in case of salaried
        employees) multiplied by the vacation and personal absence hours
        transferred.

       

      ARTICLE
        10. 

      RECORDS,
        ACCOUNTS AND REPORTS

       

      10.1  Books
        and Records.
        The
        Authorized Officers, or the Chief Executive Officer, as applicable, shall
        keep
        or cause to be kept adequate books and records with respect to the Joint
        Venture
        Company’s and each of its Subsidiaries’ business, including the
        following:

       

      (A)  a
        current
        list of the full name and last known business address of each Member and
        its
        appointed Managers and all officers and Representatives;

       

      (B)  copies
        of
        records that would enable a Member to determine the relative Committed Capital,
        Percentage Interests, Sharing Interests, Economic Interests, Member Debt
        Financing, Capital Contribution Balances and Accumulated Distributions Accounts
        of the Members;

       

      (C)  a
        copy of
        the Certificate together with any amendments;

       

      (D)  copies
        of
        the Joint Venture Company’s and each of its Subsidiaries’ federal and state
        income tax returns and reports, if any, for the longer of (1) five (5)
        years from the time of filing or (2) with respect to any such tax return of
        the Joint Venture Company, until the expiration of the statute of limitations
        on
        the assessment of income tax liabilities for the taxable year of each Member
        in
        which the income required to be shown on such tax return of the Joint Venture
        Company is required to be included (and each Member shall promptly respond
        to
        requests from the officers of the Joint Venture Company in order to determine
        whether such statute of limitations has expired);

       

      (E)  a
        copy of
        this Agreement, together with any amendments;

       

      (F)  copies
        of
        any financial statements of the Joint Venture Company and its Subsidiaries
        for
        the greater of its seven (7) most recent years or all open taxable
        years;

       

      
        
          
          

        

        
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      (G)  copies
        of
        all Proposed Business Plans, Approved Business Plans, Member Business Plans
        and
        Operating Plans;

       

      (H)  minutes
        of meetings of the Members, the Board of Managers, and any other committee
        appointed by the Board of Managers from time to time and all written consents
        in
        lieu of a meeting; and

       

      (I)  any
        other
        records required to be maintained by the Act.

       

      10.2  Access
        to Information.

       

      (A)  To
        the
        extent not in violation of Applicable Law, each Member and its agents (which
        may
        include employees of the Member or the Member’s independent certified
        accountants) shall have the right, at any reasonable time, to inspect, review,
        copy and audit (or cause to be audited) at the expense of the inspecting
        Member
        any and all properties, assets, books of account, corporate records, contracts,
        documentation and any other material of the Joint Venture Company or any
        of its
        Subsidiaries, at the request of the inspecting Member. Upon such request,
        the
        Joint Venture Company and each of its relevant Subsidiaries shall use reasonable
        efforts to make available to such inspecting Member the Joint Venture Company’s
        accountants and key employees for interviews to verify information furnished
        or
        to enable such Member to otherwise review the Joint Venture Company or any
        of
        its Subsidiaries and their operations. Such availability is conditioned upon
        the
        terms and conditions of the Confidentiality Agreement.

       

      (B)  The
        Members recognize that the Joint Venture Company may, from time to time,
        be in
        possession of Competitively Sensitive Information belonging to a Member or
        its
        Relatives, and in no event shall a Member be entitled to access any
        Competitively Sensitive Information of the other Member or its Relatives
        in the
        possession of the Joint Venture Company. The Joint Venture Company shall
        maintain procedures reasonably acceptable to both Members (including requiring
        that the Members use reasonable efforts to label or otherwise identify
        Competitively Sensitive Information as such) to ensure that the Joint Venture
        Company will not disclose or provide Competitively Sensitive Information
        of one
        Member or its Relatives to the other Member (other than to a Joint Venture
        Company employee or to a Seconded Employee of the other Member to the extent
        required for such employee or Seconded Employee to perform his or her duties
        for
        the Joint Venture Company) or any third party unless such disclosure is
        specifically requested by the Member or its Relatives providing such
        Competitively Sensitive Information. The Joint Venture Company shall not
        be
        liable for inadvertent disclosures of Competitively Sensitive Information
        that
        was not labeled or identified as such.

       

      (C)  Upon
        request, each Member agrees to use reasonable efforts to provide the other
        Member and the Joint Venture Company with reasonable access to those portions
        of
        its facilities and to those items of its equipment that are being used to
        provide services to the Joint Venture Company, and to those employees who
        are
        providing services to the Joint Venture Company, to verify information regarding
        such operations or enable such Member and the Joint Venture Company to otherwise
        review the services being provided to the Joint Venture Company.

       

      
        
          
          

        

        
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      10.3  Operations
        Reports.
        Subject
        to Section 10.2(B), the Joint Venture Company and each of its Subsidiaries
        shall
        provide both Members with all quarterly, monthly and weekly reporting packages
        containing such manufacturing and production reports as may be required to
        be
        delivered under any agreement with, or otherwise requested by, either
        Member.

       

      10.4  Financial
        Reports.
        The
        Joint Venture Company and each of its Subsidiaries shall provide the Members
        the
        following:

       

      (A)  Monthly
        Reports.

       

      (1)  for
        each
        Fiscal Month, the Joint Venture Company, and if requested, each of its
        Subsidiaries, shall provide each Member with the following monthly reports
        prepared in accordance with Modified GAAP consistently applied, in each case
        within the time period specified below:

       

      (a)  Monthly
        Flash Report within eight (8) days after the end of each Fiscal
        Month;

       

      (b)  monthly
        cash flow report within fifteen (15) days after the end of each Fiscal
        Month;

       

      (c)  month-end
        balance sheet within fifteen (15) days after the end of each Fiscal
        Month;

       

      (d)  monthly
        profit and loss statement within fifteen (15) days after the end of each
        Fiscal
        Month;

       

      (e)  monthly
        operational spending summary within fifteen (15) days after the end of each
        Fiscal Month; and

       

      (f)  such
        other reports as may be required to be delivered under any agreement with,
        or
        otherwise reasonably requested by, either Member.

       

      (2)  With
        respect to each of the monthly reports set forth in Section 10.4(A)(1),
        each Member may provide a sample format for such monthly report as is necessary
        and appropriate.

       

      (B)  Quarterly
        Reports.
        (1)
        As soon
        as available, but not later than twenty (20) days after the end of each Fiscal
        Quarter (other than Fiscal Quarters ending on the last day of a Fiscal Year,
        provided
        that the
        information required by this Section 10.4(B) will be included in the reports
        delivered pursuant to Section 10.4(C) below for the Fiscal Year ending on
        such
        date), the Joint Venture Company shall provide to each Member a consolidated
        balance sheet of the Joint Venture Company as of the end of such period and
        consolidated statements of income, cash flows and changes in Members’ equity, as
        applicable, for such Fiscal Quarter and for the period commencing at the
        end of
        the previous Fiscal Year and ending with the end of such period, setting
        forth
        in each case in comparative form the corresponding figures for the corresponding
        period of the preceding Fiscal Year, and including comparisons to the Approved
        Business Plan, each prepared in accordance with Modified GAAP. The Financial
        Officer shall discuss with the 

       

      
        
          
          

        

        
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      Members
        such quarterly financial data and the business outlook of the Joint Venture
        Company and its Subsidiaries and shall be available to respond to questions
        from
        the Members regarding such data and outlook.

       

      (2)  In
        addition, as soon as available, but not later than thirty (30) days after
        the
        end of each Fiscal Quarter, the Joint Venture Company shall provide to each
        Member a consolidated balance sheet of the Joint Venture Company as of the
        end
        of each Fiscal Quarter and consolidated statements of income and changes
        in
        Members’ equity, as applicable, for such Fiscal Quarter and for the period
        commencing at the end of the previous Fiscal Year and ending with the end
        of
        such period, setting forth in each case in comparative form the corresponding
        figures for the corresponding period of the preceding Fiscal Year (to the
        extent
        such comparison is appropriate), each prepared in accordance with GAAP. The
        Joint Venture Company shall also provide a reconciliation that describes
        and
        quantifies the differences between the consolidated financial statements
        prepared in accordance with GAAP and the consolidated financial statements
        prepared in accordance with Modified GAAP. The non-Consolidating Member may
        reasonably request that the Consolidating Member use its reasonable efforts
        to
        engage the Consolidating Member’s external auditor to perform certain
        agreed-upon procedures with respect to such reconciliation. Upon such request,
        the Consolidating Member shall not unreasonably deny or delay such request.
        The
        non-Consolidating Member shall promptly reimburse the Consolidating Member
        for
        the incremental costs incurred by the Consolidating Member with respect to
        the
        performance of such agreed-upon procedures by the Consolidating Member’s
        external auditor.

       

      (C)  Annual
        Audit.
        As soon
        as available, but not later than ninety (90) days after the end of the first
        Fiscal Year of the Joint Venture Company ended August 31, 2006, and not later
        than sixty (60) days after the end of each Fiscal Year of the Joint Venture
        Company thereafter, audited consolidated financial statements of the Joint
        Venture Company and its Subsidiaries, which shall include statements of revenues
        and expenses, of cash flows and of changes in Members’ equity, as applicable,
        for such Fiscal Year and a balance sheet as of the last day thereof, each
        prepared in accordance with Modified GAAP, consistently applied, and accompanied
        by the report of a firm of independent certified public accountants selected
        from time to time by the Board of Managers (the “Accountants”).

       

      (D)  Right
        to Audit.
        Either
        Member may conduct a separate audit of the Joint Venture Company’s financial
        statements and internal controls over financing reporting at its own expense,
        and the Members agree to use all reasonable efforts to coordinate the timing
        of
        any separate audits that any Member elects to conduct.

       

      10.5  Reportable
        Events.

       

      (A)  The
        Joint
        Venture Company shall provide notice to the Members of any Member Reportable
        Event as soon as possible and in any event no later than [***] ([***]) days
        following the occurrence of said event. The following events shall be
“Member
        Reportable Events”:

       

      
        
          
          

        

        
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      (1)  any
        action by the Joint Venture Company or a Subsidiary of the Joint Venture
        Company
        that will result in recording an impairment of assets of the Joint Venture
        Company or any of its Subsidiaries, including without limitation, intangibles,
        goodwill, fixed assets, accounts receivable and inventory, that is expected
        to
        exceed $[***], individually or when aggregating other similar assets impaired
        at
        the same time;

       

      (2)  any
        decision to shutdown a business unit, close a facility, dispose of long-lived
        assets or terminate employees (in a FAS 146 plan of termination) whereby
        the
        Joint Venture Company or a Subsidiary of the Joint Venture Company may incur
        an
        accounting charge that would exceed $[***];

       

      (3)  entry
        by
        the Joint Venture Company or a Subsidiary of the Joint Venture Company into
        any
        off-balance sheet arrangement (unconsolidated transactions with a third party
        under which the entity retains or has a contingent interest in transferred
        assets or is obligated under derivative instruments classified in equity,
        or
        with a third party that constitutes a “variable interest entity” under FIN
        46);

       

      (4)  the
        execution, amendment or termination of a contract that meets one of the
        following thresholds:

       

      (a)  patent,
        copyright or trademark license requiring payment of more than
        $[***];

       

      (b)  technology
        licenses requiring payment of more than $[***];

       

      (c)  contracts
        for supply of equipment or materials (i) from either a sole source (single
        qualified source or true sole source), a supplier with only one site, or
        a
        supplier located only in a “high risk” geographic area and (ii) where
        interruption of supply may cause a key Joint Venture Product to experience
        a
        launch delay or production interruption with revenue impact of more than
        $[***]
        in a ninety (90)-day period; and

       

      (d)  other
        contracts with a value in excess of $[***]; and

       

      (5)  entry
        into any short-term debt (payable within one year), long-term debt, capital
        lease, operating lease or guaranty in excess of $[***].

       

      (B)  The
        Joint
        Venture Company shall provide notice to the Members of any Joint Venture
        Reportable Event as soon as possible and in any event no later than [***]
        ([***]) days after the Joint Venture Company becomes aware of such Joint
        Venture
        Reportable Event. The following events shall be “Joint
        Venture Reportable Events”:

       

      (1)  receipt
        by the Joint Venture Company or any of its Subsidiaries of an offer to buy
        an
        Interest in the Joint Venture Company or any of its Subsidiaries or a
        significant amount of its assets or to merge or consolidate with the Joint
        Venture Company or any of its Subsidiaries, or any indication of interest
        from
        any Person with respect to any such transaction;

       

      
        
          
          

        

        
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      (2)  the
        commencement, or threat delivered in writing, of any lawsuit involving the
        Joint
        Venture Company or any of its Subsidiaries;

       

      (3)  the
        receipt by the Joint Venture Company or any of its Subsidiaries of a notice
        that
        the Joint Venture Company or any of its Subsidiaries is in default under
        any
        loan agreement to which the Joint Venture Company or any of its Subsidiaries
        is
        a party;

       

      (4)  any
        breach by the Joint Venture Company or any of its Subsidiaries or a Member
        or an
        Affiliate of a Member of any contract, agreement or understanding between
        the
        Joint Venture Company or any of its Subsidiaries and a Member or an Affiliate
        of
        a Member;

       

      (5)  any
        recall of, or other significant alleged product defects with respect to,
        any
        product manufactured by the Joint Venture Company or any of its Subsidiaries,
        whether or not as a result of a request or order by any Governmental
        Entity;

       

      (6)  any
        material adverse change with respect to the current status of any item of
        intellectual property rights owned by the Joint Venture Company or any of
        its
        Subsidiaries (“Intellectual
        Property Rights”),
        including receipt of any adverse notice from any Governmental Entity with
        respect to such item of Intellectual Property Rights and notice of any action
        taken or threatened by any third party that could affect the validity of
        any
        item of Intellectual Property Rights;

       

      (7)  the
        removal or resignation of the Accountants for the Joint Venture Company,
        or any
        adoption, or material modification, of any significant accounting policy
        or tax
        policy other than those required by GAAP; or

       

      (8)  any
        other
        event that has had, or could reasonably be expected to have, a material adverse
        effect on the business, results of operations, financial condition or assets
        of
        the Joint Venture Company or any of its Subsidiaries.

       

      10.6  Tax
        Information.

       

      (A)  Estimated
        Tax Information.
        The
        Financial Officer shall deliver the following information to each Member,
        as
        provided below:

       

      (1)  on
        or
        prior to the date that is ninety (90) days following the end of each Joint
        Venture Company taxable year, an estimate of the United States federal and
        material state taxable income of the Joint Venture Company for such taxable
        year; and

       

      (2)  on
        or
        prior to the date that is thirty (30) days following the end of each Joint
        Venture Company taxable quarter, an estimate of the United States federal
        and
        material state taxable income of the Joint Venture Company for the taxable
        year
        of the Joint Venture Company as of the end of such taxable quarter.

       

      (B)  Tax
        Returns.
        The
        Financial Officer shall deliver to each Member, on or prior to the date that
        is
        one hundred twenty (120) days following the end of each Joint Venture


       

      
        
          
          

        

        
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      Company
        taxable year, a draft of the United States federal and material state income
        tax
        returns (and related attachments including Schedule
        K-1)
        of the
        Joint Venture Company for such taxable year. Each Member shall have fifteen
        (15)
        days to review such tax returns and provide written comments thereon to the
        Joint Venture Company, and to the extent the Joint Venture Company does not
        intend to incorporate such comments into such tax returns the Joint Venture
        Company and the Members shall attempt to resolve any disagreements within
        fifteen (15) days after the delivery of such comments to the Joint Venture
        Company. If the Members and the Joint Venture Company are unable to resolve
        any
        disputes regarding the content of such tax returns within such fifteen (15)-day
        period, the issue or issues shall be referred for resolution to a partner
        at a
“Big 4” accounting firm (or other nationally recognized accounting firm)
        reasonably acceptable to the Members and the Joint Venture Company, who shall
        be
        requested to resolve open issues, on the basis of the position most likely
        to be
        sustained if challenged in a court having initial jurisdiction over the matter
        (which for federal income tax issues shall be deemed to be the United States
        Tax
        Court), no later than one hundred eighty (180) days following the end of
        such
        taxable year. The decision of such accounting firm shall be final and binding
        on
        the Members and the Joint Venture Company, and the costs of such accounting
        firm
        shall be Joint Venture Company costs. The Joint Venture Company shall deliver
        final income tax returns (including related schedules) to the Members within
        two
        hundred twenty (220) days after the end of each taxable year of the Joint
        Venture Company, but not prior to the resolution of disputes among the Members
        and the Joint Venture Company with respect to such tax returns; provided
        that if
        such tax returns become due (taking into account extensions of time to file,
        which the Joint Venture Company shall seek as necessary to avoid the delinquent
        filing of its tax returns) they shall be filed as determined by the Joint
        Venture Company and shall be amended and re-filed as required by the outcome
        of
        the referral to the accounting firm as provided herein.

       

      10.7  Tax
        Matters and Tax Matters Partner.
        The
        [***] at the end of a given taxable year (or, if there is no [***] at such
        time,
        the Member that served as the Tax Matters Partner for the prior year) shall
        serve as the “Tax
        Matters Partner”
under
        the Code and in any similar capacity under state, local or foreign law for
        such
        year. The Tax Matters Partner shall supply such information to the Internal
        Revenue Service as may be necessary to cause the other Member to be a “notice
        partner” as defined in Code Section 6231(a)(8). The Tax Matters Partner shall
        keep each Member informed of any administrative or judicial proceeding relative
        to any adjustment or proposed adjustment at the Joint Venture Company level
        of
        Joint Venture Company items, and shall provide the other Member with notice
        and
        an opportunity to participate in significant meetings or other proceedings
        (both
        in person and by telephone), preparation of correspondence and other significant
        events with respect to taxes pertaining to the Joint Venture Company. Without
        the prior written approval of all Members, the Tax Matters Partner shall
        not
        (a) enter into any settlement agreement with the Internal Revenue Service
        which purports to bind or otherwise could adversely affect Persons other
        than
        the Tax Matters Partner and any Members who agree in writing to be bound
        by such
        agreement, (b)  file a petition as contemplated by Sections 6226(a) or
        6228 of the Code, (c) intervene in any action as contemplated by
        Section 6226(b) of the Code, (d) file any request as contemplated by
        Section 6227(c) of the Code, (e) enter into an agreement extending the
        period of limitation as contemplated by Section 6229(b)(1)(B) of the Code,
        (f) take any actions comparable to those described in clauses (a) through
        (e) under state, local or foreign tax law or (g) take any other action in
        its capacity as Tax Matters Partner that could significantly affect the tax
        liability of the other Member.

       

      
        
          
          

        

        
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      10.8  Bank
        Accounts and Funds.
        Except
        as otherwise provided in Section 2.2, Joint Venture Company funds,
        including cash Capital Contributions, shall be deposited in an interest-bearing
        account or accounts in the name of the Joint Venture Company and shall not
        be
        commingled with the funds of any Member, Manager or any other Person. All
        checks, orders or withdrawals shall be signed by any one or more Persons
        as
        authorized by the Board of Managers and subject to the approval rights set
        forth
        in Section 10.9(E).

       

      10.9  Internal
        Controls.

       

      (A)  The
        Joint
        Venture Company shall have in place a system of internal controls over financial
        reporting in accordance with the policies of the Consolidating Member as
        of the
        Effective Date, the design and operation of which shall be monitored and
        approved by the Board of Managers and the Financial Officer. Changes to the
        Joint Venture Company’s system of internal controls over financial reporting
        shall be made at the request of either Member (and if requested by the
        non-Consolidating Member, the non-Consolidating Member shall reimburse the
        Joint
        Venture Company for its reasonable costs incurred in implementing the changes),
        subject to the other Member’s approval, which approval shall not be unreasonably
        withheld, and, subject to the approval of the Board of Managers and the approval
        of the Financial Officer, which shall not be unreasonably withheld; provided,
        however,
        that in
        the event of a Change of Consolidating Member, the internal controls over
        financial reporting and accounting systems of the Joint Venture Company shall,
        at the Joint Venture Company’s expense, be modified as necessary to satisfy the
        new Consolidating Member’s requirements relating to internal controls over
        financial reporting, and such Member shall be entitled to receive the
        information and perform the testing that either it or such Member’s auditors
        deem necessary or advisable to satisfy their responsibilities related
        thereto.

       

      (B)  Each
        Member shall be entitled, at its own expense, to have one or more internal
        auditors (not to exceed three (3) internal auditors at any single Facility)
        located on site at the offices and facilities of the Joint Venture Company
        with
        full access to all of the Joint Venture Company’s financial and manufacturing
        records and reporting systems; provided,
        however,
        that
        such internal auditors shall be required to abide by the procedures maintained
        by the Joint Venture Company pursuant to Section 10.2(B) for preventing the
        inappropriate sharing of such information.

       

      (C)  The
        Consolidating Member shall provide to the non-Consolidating Member such
        information as the non-Consolidating Member may reasonably request in connection
        with the assessment of whether a Change of Consolidating Member has occurred
        or
        may occur. The Consolidating Member, if it is the Non-Funding Member with
        respect to any outstanding Member Notes, shall promptly notify the
        non-Consolidating Member if it has determined that it is reasonably likely
        to
        not contribute to the Joint Venture Company any amounts to be used to repay
        any
        such Member Notes in accordance with Article 3.

       

      (D)  The
        Consolidating Member shall make available to the non-Consolidating Member
        the
        findings of the external auditor of the Consolidating Member with respect
        to the
        Consolidating Member’s annual audit and of its internal control over financial
        reporting to the extent such findings are applicable to the internal control
        over financial reporting of the Joint Venture Company. The non-Consolidating
        Member may reasonably request that the 

       

      
        
          
          

        

        
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      Consolidating
        Member use its reasonable efforts to engage the Consolidating Member’s external
        auditor to perform certain agreed-upon procedures with respect to such internal
        control over financial reporting of the Joint Venture Company. Upon such
        request, the Consolidating Member shall not unreasonably deny or delay such
        request. The non-Consolidating Member shall promptly reimburse the Consolidating
        Member for the incremental costs incurred by the Consolidating Member with
        respect to the performance of such agreed-upon procedures by the Consolidating
        Member’s external auditor.

       

      (E)  The
        internal controls over financial reporting referenced in this Section 10.9
        shall provide, among other things, that prior to the Management Conversion
        Date,
        Joint Venture Company expenditures greater than $[***] shall require approval
        of
        both Authorized Officers and shall thereafter require the approval of the
        Chief
        Executive Officer; provided,
        however,
        that a
        decision to approve or disapprove any such expenditure shall be made in a
        manner
        consistent with the [***] Budget and [***] Budget or Annual Budget, as
        applicable, included in the then-effective Approved Business Plan.

       

      ARTICLE
        11. 

      BUSINESS
        PLAN

       

      11.1  Initial
        Business Plan; Initial Budgets.

       

      (A)  Initial
        Approved Business Plan.
        As of
        the Effective Date, the Members agreed upon an initial Approved Business
        Plan
        (the “Initial
        Business Plan”)
        of the
        Joint Venture Company and its Subsidiaries covering the operations of the
        Joint
        Venture Company and its Subsidiaries from the Effective Date through [***],
        which is the end of the Applicable Fiscal Quarter (the “Initial
        Period”).
        The
        Initial Business Plan shall be deemed to be an Undisputed Approved Business
        Plan. Notwithstanding anything to the contrary in this Agreement (including,
        without limitation, all budgets, plans, schedules, exhibits, appendices,
        ancillary or related agreements relating to this Agreement, each as may have
        been amended), the [***] Budget, as far as it relates to the [***], shall
        be
        null and void for all purposes; provided,
        however,
        that
        any funds previously contributed to the Joint Venture Company and its
        Subsidiaries by any Member, including any funds contributed with respect
        to the
        [***], shall be retained by the Joint Venture Company and its Subsidiaries
        for
        use in accordance with the terms of this Agreement.

       

      (B)  Initial
        Budgets.
        The
        Initial Business Plan includes an [***] budget (the “[***]
        Budget”)
        in
        accordance with which the Joint Venture Company’s and each of its Subsidiaries’
operating and capital expenditures relating to matters not covered by the
        [***]
        Budget shall be made during the Initial Period and the Capital Contributions
        that will be needed from the Members during each Fiscal Quarter of the Initial
        Period to fund the [***] Budget. Such operating and capital expenditures
        will be
        funded by the Members’ Initial Capital Contributions and by [***] Capital
        Contributions, which [***] Capital Contributions shall not, in the aggregate,
        exceed the Maximum Incremental Capital Amount. Subject to the last sentence
        of
        Section 11.1(A), the Initial Business Plan also includes a budget (the
“[***]
        Budget”)
        in
        accordance with which the Joint Venture Company’s and each of its Subsidiaries’
operating and capital expenditures for [***] shall be made during the Initial
        Period and the Capital 

       

      
        
          
          

        

        
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      Contributions
        that will be needed from the Members during each Fiscal Quarter of the Initial
        Period to fund [***] Budget.

       

      (C)  Modification
        of Initial Business Plan.
        Except
        as otherwise provided in this Section 11.1(C), the Initial Business Plan
        shall not be amended, updated, modified or superseded without the unanimous
        written consent of the Members.

       

      (1)  Annual
        Review of Initial Business Plan.
        At
        least ninety (90) days prior to the beginning of each of the [***] and [***]
        Fiscal [***] of the Initial Period and the Applicable Fiscal Quarter, the
        Board
        of Managers shall (in consultation with the Authorized Officers or the Chief
        Executive Officer, as applicable, and with the Financial Officer) review
        the
        Initial Business Plan and determine whether any amendment thereto is necessary.
        Subject to Section 6.3(A)(11), upon a determination by the Board of
        Managers that an amendment to the Initial Business Plan is necessary or
        appropriate, the Board of Managers may approve such amendment (and the Initial
        Business Plan as so amended shall be an Undisputed Approved Business Plan)
        and
        the Authorized Officers, or the Chief Executive Officer, as applicable, shall
        thereupon implement such amendment
        to the
        Initial Business Plan as
        promptly as commercially practicable; provided,
        however,
        that
        any failure of the Board of Managers to approve any amendment to the Initial
        Business Plan shall result in the continuation of the Initial Business Plan,
        subject to (a) any prior amendment approved by the Board of Managers and
        (b)
        Section 11.1(C)(2).

       

      (2)  Member
        Modification of Initial Business Plan.
        In
        addition to any amendment to the Initial Business Plan that may be approved
        by
        the Board of Managers pursuant to Section 11.1(C)(1), during the Initial
        Period:

       

      (a)  (i)  
        Each
        Member shall have the right from time to time to request that the Board of
        Managers review the Initial Business Plan to consider whether the [***] Budget
        should be amended to, among other things, adjust the Capital Contribution
        schedule set forth in the [***] Budget. 
        No such
        amendment shall cause the [***] Capital Contributions to be made by Micron
        in
        accordance with the [***] Budget, as amended, to exceed the Micron Maximum
        Incremental Capital Amount, nor shall such amendment cause the [***] Capital
        Contributions to be made by Intel in accordance with the [***] Budget, as
        amended, to exceed, in the aggregate, the Intel Maximum Incremental Capital
        Amount. Upon such request, the Board of Managers shall, at the next scheduled
        meeting of the Board of Managers, or at a special meeting called for such
        purpose, review the Initial Business Plan and determine whether such amendment
        to the [***] Budget is necessary or appropriate. If the Board of Managers
        approves such amendment to the [***] Budget in accordance with
        Section 6.3(A)(11), such amended [***] Budget shall become an approved
        amendment to the Initial Business Plan (and the Initial Business Plan as
        so
        amended shall be an Undisputed Approved Business Plan), and the Authorized
        Officers, or the Chief Executive Officer, as applicable, shall implement
        the
        amended Initial Business Plan as promptly as commercially practicable. Subject
        to clause (ii) of this Section 11.1(C)(2)(a), any failure of the


       

      
        
          
          

        

        
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      Board
        of
        Managers to approve any amendment to the [***] Budget shall result in the
        continuation of the Initial Business Plan without the proposed
        amendment.

       

      (ii)  If
        the
        Board of Managers fails to approve such amendment to the [***] Budget requested
        by a Member, then such Member may submit a proposed amendment to the Initial
        Business Plan to adjust the Capital Contribution schedule for the [***] Budget
        (a “Member
        [***] Budget”)
        to the
        Board of Managers (with a copy delivered to the other Member) for approval.
        The
        other Member may, within twenty (20) days thereof, submit an alternate Member
        [***] Budget to the Board of Managers for approval. In no event shall a Member
        [***] Budget call for aggregate [***] Capital Contributions to be made by
        Micron
        in excess of the Micron Maximum Incremental Capital Amount or by Intel in
        excess
        of the Intel Maximum Incremental Capital Amount. If, within twenty (20) days
        after such twenty (20)-day period, the Board of Managers approves any Member
        [***] Budget, such Member [***] Budget shall become an approved amendment
        to the
        Initial Business Plan (and the Initial Business Plan as so amended shall
        be an
        Undisputed Approved Business Plan), and the Authorized Officers, or the Chief
        Executive Officer, as applicable, shall implement the amended Initial Business
        Plan as promptly as commercially practicable. If the Board of Managers fails
        to
        approve a Member [***] Budget within such twenty (20)-day period, then the
        matter shall be referred to the Members’ Authorized Representatives for
        resolution. If such referral results in an agreement on a Member [***] Budget,
        such Member [***] Budget shall become an approved amendment to the Initial
        Business Plan (and the Initial Business Plan as so amended shall be an
        Undisputed Approved Business Plan), and the Authorized Officers, or the Chief
        Executive Officer, as applicable, shall implement the amended Initial Business
        Plan as promptly as commercially practicable. If such referral does not result
        in an agreement on a Member [***] Budget within ten (10) days of such referral,
        then the [***] shall become an approved amendment to the Initial Business
        Plan
        (and the Initial Business Plan as so amended shall be a Disputed Approved
        Business Plan), and the Authorized Officers, or the Chief Executive Officer,
        as
        applicable, shall implement the amended Initial Business Plan as promptly
        as
        commercially practicable.

       

      (b)  (i)  
        Each
        Member shall have the right from time to time to request that the Board of
        Managers review the Initial Business Plan to consider whether the [***] Budget
        should be amended to, among other things, adjust the [***] Budget and the
        Capital Contribution schedule set forth therein. Upon such request, the Board
        of
        Managers shall, at the next scheduled meeting of the Board of Managers, or
        at a
        special meeting called for such purpose, review the Initial Business Plan
        and
        determine whether such [***] Budget or the amendment thereto is necessary
        or
        appropriate. If the Board of Managers approves such [***] Budget or the
        amendment thereto in accordance with Section 6.3(A)(11), such [***] Budget
        or amended [***] Budget shall become an approved amendment to 

       

      
        
          
          

        

        
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      the
        Initial Business Plan (and the Initial Business Plan as so amended shall
        be an
        Undisputed Approved Business Plan), and the Authorized Officers, or the Chief
        Executive Officer, as applicable, shall implement the amended Initial Business
        Plan as promptly as commercially practicable. Subject to clause (ii) of this
        Section 11.1(C)(2)(b), any failure of the Board of Managers to approve any
        amendment to the [***] Budget shall result in the continuation of the Initial
        Business Plan without the proposed [***] Budget or amendment
        thereto.

       

      (ii)  If
        the
        Board of Managers fails to approve such [***] Budget or the amendment thereto
        requested by a Member, then either Member may submit a proposed amendment
        to the
        Initial Business Plan to add a [***] Budget or to adjust a previously adopted
        [***] Budget and the Capital Contribution schedule contained therein (a
“Member
        [***] Budget”)
        to the
        Board of Managers (with a copy delivered to the other Member) for approval.
        If a
        Member submits a Member [***] Budget, the other Member shall have twenty
        (20)
        days to present an alternate Member [***] Budget to the Board of Managers
        for
        approval. If, within thirty (30) days after such twenty (20)-day period,
        the
        Board of Managers approves any Member [***] Budget, such Member [***] Budget
        shall become an approved amendment to the Initial Business Plan (and the
        Initial
        Business Plan as so amended shall be an Undisputed Approved Business Plan),
        and
        the Authorized Officers, or the Chief Executive Officer, as applicable, shall
        implement the amended Initial Business Plan as promptly as commercially
        practicable. If the Board of Managers fails to approve a Member [***] Budget
        within such thirty (30)-day period, then the matter shall be referred to
        the
        Members’ Authorized Representatives for resolution. If such referral results in
        an agreement on a Member [***] Budget, such Member [***] Budget shall become
        an
        approved amendment to the Initial Business Plan (and the Initial Business
        Plan
        as so amended shall be an Undisputed Approved Business Plan), and the Authorized
        Officers, or the Chief Executive Officer, as applicable, shall implement
        the
        amended Initial Business Plan as promptly as commercially practicable. If
        such
        referral does not result in an agreement on a Member [***] Budget within
        ten
        (10) days of such referral, then [***] shall become an approved amendment
        to the
        Initial Business Plan (and the Initial Business Plan as so amended shall
        be a
        Disputed Approved Business Plan), and the Authorized Officers, or the Chief
        Executive Officer, as applicable, shall implement the amended Initial Business
        Plan as promptly as commercially practicable; provided
        that,
        except
        as contemplated by Section 11.2(D)(3) below, such Member [***] Budget set
        forth
        in any Disputed Approved Business Plan shall not be inconsistent with the
        [***];
        and provided
        further
        that the
        most recently adopted Disputed Approved Business Plan may be amended from
        time
        to time in accordance with Section 11.2(E).

       

      11.2  Subsequent
        Business Plans.
        This
        Section 11.2 shall apply with respect to any Fiscal Year or Fiscal Quarter
        ending after the Initial Period (except that to the extent a Proposed


       

      
        
          
          

        

        
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      Business
        Plan covers the Applicable Fiscal Quarter, the portion of the Proposed Business
        Plan covering the [***] Budget for such Applicable Fiscal Quarter shall be
        governed by Section 11.1).

       

      (A)  Proposed
        Business Plan.
        For
        each Fiscal Year ending after the end of the Initial Period, the Authorized
        Officers, or the Chief Executive Officer, as applicable, and the Financial
        Officer shall prepare a proposed three-year business plan (the “Proposed
        Business Plan”)
        at
        least ninety (90) days prior to the beginning of the applicable Fiscal Year,
        which shall address, for the Proposed Business Plan period, (1) [***] by
        the Joint Venture Company and its Subsidiaries, (2) [***] of Joint Venture
        Products for sale to the Members, (3) [***] needs, (4) [***] proposed
        and expected to be incurred, (5) the Joint Venture Company’s and its
        Subsidiaries’ [***], (6) [***] needs and sources of the Joint Venture
        Company and its Subsidiaries, (7) forecasted [***], together with all
        supporting assumptions, (8) the forecasted [***] expected to be [***] of
        the
        Joint Venture Company and its Subsidiaries, (9) the forecasted [***] of the
        Joint Venture Company and its Subsidiaries, (10) such other business activities
        as shall be necessary and appropriate and (11) any [***] Approved Business
        Plan
        with respect any of the above.

       

      (B)  Annual
        Budgets.
        Each
        Proposed Business Plan shall include a fixed budget (the “Annual
        Budget”)
        in
        accordance with which the Joint Venture Company’s and each of its Subsidiaries’
[***] are proposed to be made for [***], and a [***] for the Joint Venture
        Company’s and each of its Subsidiaries’ [***], subject to the Proposed Business
        Plan becoming an Approved Business Plan in accordance with Section 11.2(D).
        The Annual Budget may include (1) a budget for [***], which shall set forth
        in
        detail the amount of funds expected to be required for [***] and for [***],
        (2)
        a budget for any [***], which shall set forth in detail the amount of funds
        expected to be required for [***] and for [***] for any [***] included in
        the
        Proposed Business Plan and (3) another budget, which shall set forth in detail
        the amount of funds expected to be required for any other purpose of the
        Joint
        Venture Company consistent with its Certificate and Section 1.4, and in each
        case including provision [***], each as necessary to effectuate the applicable
        Proposed Business Plan. Any Proposed Business Plan approved in accordance
        with
        Section 11.2(D) (as may be amended pursuant to Section 11.2(E)) shall include
        [***].

       

      (C)  Participation
        in the Development of the Proposed Business Plan.
        In
        preparing the Proposed Business Plan, the Authorized Officers, or the Chief
        Executive Officer, as applicable, and the Financial Officer shall be advised
        by
        the Manufacturing Committee.

       

      (D)  Submission
        of Proposed Business Plan for Approval by Board of Managers.
        The
        Authorized Officers, or the Chief Executive Officer, as applicable, and the
        Financial Officer shall submit the Proposed Business Plan to the Board of
        Managers [***]. The Board of Managers shall review the Proposed Business
        Plan,
        including the Annual Budget included in such Proposed Business
        Plan.

       

      (1)  If
        the
        Proposed Business Plan receives the approval of the Board of Managers, such
        Proposed Business Plan shall be approved (the “Undisputed Approved Business Plan”);
        provided,
        however,
        that
        the most recently adopted Undisputed Approved Business Plan may be amended
        from
        time to time in accordance with Section 11.2(E).

       

      
        
          
          

        

        
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      (2)  If
        the
        Board of Managers fails to approve the Proposed Business Plan within thirty
        (30)
        days of the submission of such Proposed Business Plan to the Board of Managers,
        then each Member may, within twenty (20) days after the earlier of the end
        of
        such thirty (30)-day period or the date on which the Board of Managers rejects
        the Proposed Business Plan, submit its own proposed business plan (a
“Member Business Plan”)
        to the
        Board of Managers for approval. If, within twenty (20) days after the submission
        of a Member Business Plan, the Board of Managers approves any Member Business
        Plan or any other Proposed Business Plan, such Member Business Plan or other
        Proposed Business Plan shall become an Undisputed Approved Business Plan.
        If the
        Board of Managers fails to approve any Member Business Plan or other Proposed
        Business Plan within such twenty (20)-day period, then the matter shall be
        referred to the Members’ Authorized Representatives for resolution. If such
        referral results in an agreement on a Member Business Plan or any other Proposed
        Business Plan, such Member Business Plan or other Proposed Business Plan,
        as
        applicable, shall be an Undisputed Approved Business Plan. Subject to compliance
        with the limitations set forth in paragraph (3) below, if such referral does
        not
        result in an agreement on a Member Business Plan or any other Proposed Business
        Plan within ten (10) days of such referral, then the Member Business Plan
        with
        the [***], if any, shall be deemed to be the then-adopted Approved Business
        Plan
        (such Approved Business Plan, a “Disputed
        Approved Business Plan”);
        provided
        that,
        except as contemplated by paragraph (3) below, such Annual Budget set forth
        in any Disputed Approved Business Plan shall not be inconsistent with the
        [***]
        Schedule; and provided further
        that the
        most recently adopted Disputed Approved Business Plan may be amended from
        time
        to time in accordance with Section 11.2(E).

       

      (3)  The
        [***]
        Schedule, which sets forth the [***] timing for the [***]s, is attached hereto
        as Schedule 1.
        The
        [***] Schedule shall not be amended or modified without the unanimous written
        consent of the Members; provided,
        however,
        that,
        if a Member’s Economic Interest is at least [***] percent ([***]%), such Member
        may submit a Member Business Plan that includes an Annual Budget providing
        for
        capital expenditures relating to the [***] and [***] with [***] for a [***]
        that
        deviates from the [***] Schedule.

       

      (E)  Modification
        of Approved Business Plan.

       

      (1)  Each
        Member, the Authorized Officers, or the Chief Executive Officer, as applicable,
        or the Financial Officer shall have the right from time to time to request
        that
        the Board of Managers review the Joint Venture Company’s and its Subsidiaries’
operating results and business prospects, the progress to date of the Joint
        Venture Company’s and its Subsidiaries’ [***] capital projects, any changes in
        the requirements for such projects, and the then-current market conditions
        for
        the Joint Venture Products, to consider whether the then-effective Approved
        Business Plan should be amended.

       

      (2)  In
        the
        event that any material milestone set forth in, or any other material provision
        of, the Approved Business Plan is not achieved or is achieved earlier than
        contemplated under the Approved Business Plan, or the occurrence of any event
        

       

      
        
          
          

        

        
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      having
        a
        material effect on the assets, business, operations, earnings, prospects,
        properties or condition (financial or otherwise) of the Joint Venture Company
        or
        its Subsidiaries, each Member, the Authorized Officers, or the Chief Executive
        Officer, as applicable, or the Financial Officer shall have the right to
        require
        that the then-effective Approved Business Plan be reviewed by the Board of
        Managers to consider whether the then-effective Approved Business Plan should
        be
        amended.

       

      (3)  Upon
        such
        request or requirement pursuant to Sections 11.2(E)(1) or (2), the Board of
        Managers shall, at the next scheduled meeting of the Board of Managers, or
        at a
        special meeting called for such purpose, review the then-effective Approved
        Business Plan and determine whether such amendment is necessary or appropriate.
        If the Board of Managers approves such amendment to the Approved Business
        Plan
        in accordance with Section 6.3(A)(11), such amendment shall become an
        approved amendment to the Approved Business Plan (and the Approved Business
        Plan
        as so amended shall be an Undisputed Approved Business Plan), and the Authorized
        Officers, or the Chief Executive Officer, as applicable, shall implement
        the
        amended Approved Business Plan as promptly as commercially practicable;
provided,
        however,
        that
        any failure of the Board of Managers to approve any amendment to the Approved
        Business Plan shall, subject to Section 11.2(E)(4), result in the
        continuation of such Approved Business Plan without the proposed
        amendment.

       

      (4)  In
        the
        event a Member wishes to propose amendments to the Approved Business Plan
        for
        any reason or the Board of Managers fails to approve an amendment to an Approved
        Business Plan under Section 11.2(E)(3), either Member may submit a proposed
        amendment to the Approved Business Plan (a “Member
        Plan Amendment”)
        to the
        Board of Managers (with a copy delivered to the other Member) for approval.
        If a
        Member submits a Member Plan Amendment, the other Member shall have twenty
        (20)
        days to present an alternative Member Plan Amendment. If, within thirty (30)
        days after such twenty (20)-day period, the Board of Managers approves any
        Member Plan Amendment, such Member Plan Amendment shall become an approved
        amendment to the Approved Business Plan
        (and the
        Approved Business Plan as so amended shall be an Undisputed Approved Business
        Plan), and
        the
        Authorized Officers, or the Chief Executive Officer, as applicable, shall
        implement such amendment to the Approved Business Plan as promptly as
        commercially practicable. If the Board of Managers fails to approve a Member
        Plan Amendment within such thirty (30)-day period, then the matter shall
        be
        referred to the Members’ Authorized Representatives for resolution. If such
        referral results in an agreement on a Member Plan Amendment, such Member
        Plan
        Amendment shall become an approved amendment to the Approved Business Plan
        (and
        the Approved Business Plan as so amended shall be an Undisputed Approved
        Business Plan), and the Authorized Officers, or the Chief Executive Officer,
        as
        applicable, shall implement such amendment to the Approved Business Plan
        as
        promptly as commercially practicable. If such referral does not result in
        an
        agreement on a Member Plan Amendment within ten (10) days of such referral,
        then
        the Member Plan Amendment with the [***] for the remainder of the then-current
        Fiscal Year (or the Member Plan Amendment, if there is only one) shall be
        deemed
        to be an approved amendment to the Approved Business Plan (and the Approved
        Business Plan as so amended shall be a Disputed Approved Business Plan),
        and the
        Authorized Officers, or 

       

      
        
          
          

        

        
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      the
        Chief
        Executive Officer, as applicable, shall implement such amendment to the Approved
        Business Plan as promptly as commercially practicable. Except as contemplated
        by
        Section 11.2(D)(3), the Annual Budget (or portion thereof for the remainder
        of the then-current Fiscal Year) shall not be inconsistent with the [***]
        Schedule.

       

      11.3  Expenditures.
        All
        operating expenditures and all capital expenditures of the Joint Venture
        Company
        and its Subsidiaries shall be made in accordance with the [***] Budget, the
        [***] Budget or the Annual Budget, as applicable, set forth in the applicable
        Approved Business Plan (each as may be modified or updated in accordance
        with
        this Article 11) for the Fiscal Year in which such expenditures are
        made.

       

      11.4  Fab
        Criteria.
        Notwithstanding anything to the contrary in this Agreement, no Approved Business
        Plan may, without the unanimous consent of the Members, [***].

       

      11.5  Quarterly
        Business Plan.
        At
        least fifteen (15) days prior to the end of each Fiscal Quarter, a quarterly
        business plan addressing at least the next six (6) full Fiscal Quarters on
        a
        rolling basis (which shall be consistent in all material respects with the
        then-effective Approved Business Plan) shall be prepared by the officers
        of the
        Joint Venture Company in a manner consistent with the Joint Venture Company’s
        financial statements and Modified GAAP and reviewed and approved by the
        Authorized Officers, or the Chief Executive Officer, as applicable, and the
        Financial Officer.

       

      11.6  Operating
        Plan.

       

      (A)  The
        Joint
        Venture Company shall prepare and update an operating plan on a monthly basis
        (the “Operating
        Plan”).
        The
        Operating Plan shall contain a [***], [***] and [***].

       

      (1)  The
        [***]
        shall address (1) Joint Venture Products [***] by the Joint Venture Company
        and its Subsidiaries during the [***] (which shall be derived from the [***]
        developed by the [***]), (2) [***] of [***] during the applicable [***],
        (3) target [***] during the [***], (4) Joint Venture [***]
        qualifications and (5) such other [***] activities as shall be necessary
        and appropriate.

       

      (2)  The
        [***]
        shall address (1) strategy and capability for [***] by the Joint Venture
        Company, its Subsidiaries, and subcontractors during the [***] (which shall
        be
        derived from the [***] developed by the [***]), (2) [***] of [***] during
        the
        [***], (3) target [***] by [***] during the [***], (4) [***] qualifications
        and
        (5) such other [***] activities as shall be necessary and
        appropriate.

       

      (3)  The
        [***]
        shall address (1) strategy and capability for [***] by the Joint Venture
        Company, its Subsidiaries and subcontractors during the [***] (which shall
        be
        derived from the [***] developed by the [***]), (2) [***] of [***] during
        the [***], (3) [***] during the [***], (4) [***] qualifications and (5) such
        other [***] activities as shall be necessary and appropriate.

       

      
        
          
          

        

        
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      (4)  The
        Joint
        Venture Company shall prepare a report on a monthly basis, which report will
        include information on the operations of the Joint Venture Company, its
        Subsidiaries and its subcontractors in respect of the topics addressed in
        the
        Operating Plan (the “Monthly
        Operating Report”).

       

      (B)  Participation
        in the Development of the Operating Plan.
        The
        Operating Plan, unless otherwise determined by the Board of Managers, shall
        incorporate Micron’s Process of Record and Model of Record, as amended from time
        to time by Micron.

       

      11.7  Use
        of
        Member Names.
        Except
        as may be expressly provided in the Joint Venture Documents, nothing in this
        Agreement shall be construed as conferring on the Joint Venture Company,
        any
        Subsidiary of the Joint Venture Company or either Member the right to use
        in
        advertising, publicity, marketing or other promotional activities any name,
        trade name, trademark, servicemark or other designation, or any derivation
        thereof, of the Members (in the case of a Member, the other
        Member).

       

      11.8  Insurance.
        The
        Joint Venture Company shall at all times be covered by insurance of the types
        and in the amounts set forth on Schedule 2
        hereto.
        Such insurance coverage may be provided through the coverage under one or more
        insurance policies maintained by either Member.

       

      ARTICLE
        12.  

      TRANSFER
        RESTRICTIONS

       

      12.1  Restrictions
        on Transfer.
        No
        Member may, directly or indirectly, by operation of law or otherwise, sell,
        assign or transfer or otherwise encumber (whether by pledge or otherwise),
        or
        create a class of tracking stock or other derivative security in respect
        of
        (each of the foregoing, a “Transfer”)
        all or
        any portion of its Interest in the Joint Venture Company or any of its
        Subsidiaries or any Member Note, or any interest therein, and the Joint Venture
        Company and its Subsidiaries shall not recognize any Transfer of a Member’s
        Interest in the Joint Venture Company or any of its Subsidiaries or any Member
        Note, other than a Transfer permitted in accordance with Sections 12.2, 12.4(A),
        12.4(B) and 12.5. Neither (A) a Transfer of securities issued by a Member
        nor
        (B) a Member Change of Control shall constitute a Transfer prohibited by
        this
        Section 12.1; provided,
        however,
        that in
        the event of a Member Change of Control, the provisions of Section
        13.1(A)(7)(ii) shall apply.

       

      12.2  Permitted
        Transfers.
        Notwithstanding the restrictions on Transfer set forth in Section 12.1, a
        Member
        may Transfer all, but not less than all, of its Interest in the Joint Venture
        Company and any Member Note (including the right to receive any accrued interest
        thereon) to a Wholly-Owned Subsidiary of such Member, provided
        that,
        (i) such Wholly-Owned Subsidiary is established, organized or incorporated
        within the United States, (ii) while such Wholly-Owned Subsidiary holds
        such Interest or any Member Note it remains a Wholly-Owned Subsidiary of
        the
        original Member established, organized or incorporated in the United States,
        (iii) such transferring Member shall remain liable for its Subsidiary’s
        failure to perform the obligations associated with such transferred Interest
        (including the obligations set forth in this Agreement), and (iv) prior to
        the effectiveness of any permitted Transfer, the transferring Member shall
        

       

      
        
          
          

        

        
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      deliver
        to the Board of Managers and all of the other Members of the Joint Venture
        Company the following:

       

      (A)  a
        certificate of the transferring Member that the Transfer will not, and could
        not
        reasonably be expected to, cause an adverse effect on the Joint Venture Company
        or any of its Subsidiaries or the non-transferring Member, including any
        adverse
        effect on, or resulting loss of, any of the Intellectual Property Rights
        of the
        Joint Venture Company or any of its Subsidiaries;

       

      (B)  evidence
        reasonably satisfactory to the other Member that all of the following conditions
        have been satisfied:

       

      (1)  the
        transferring Member and its Affiliates (excluding any Applicable Joint Venture
        and any Wholly-Owned Subsidiary of any Applicable Joint Venture unless the
        material breach by such Applicable Joint Venture or Wholly-Owned Subsidiary
        of
        any Applicable Joint Venture was caused, directly or indirectly, by the
        transferring Member) are not in material breach of any provision of this
        Agreement or any agreement with the Joint Venture Company or any of its
        Subsidiaries (collectively, the “Affiliate
        Agreements”);

       

      (2)  the
        transferee of the Member’s Interest or any Member Note is financially capable of
        carrying out the obligations and paying any liabilities of the transferring
        Member pursuant to this Agreement and the Affiliate Agreements;

       

      (3)  notwithstanding
        the continuing liability of the transferring Member described above, the
        transferee has agreed in writing to assume all of the obligations of the
        transferring Member relating to the transferred Interest or any Member Note,
        including the obligations set forth in this Agreement and any Affiliate
        Agreement it properly assumes;

       

      (4)  the
        transferee executes and becomes a party to the Confidentiality
        Agreement;

       

      (5)  the
        Transfer will not result in material adverse tax consequences to the Joint
        Venture Company or to the other Member (unless the Member engaging in such
        Transfer reimburses the other Member or the Joint Venture Company, as the
        case
        may be, for such tax consequences, which reimbursement and payment shall
        not
        affect the Capital Contributions of the Members);

       

      (6)  the
        Transfer will not result in a Liquidating Event, or in an event or condition
        that with the giving of notice or the passage of time or both would constitute
        a
        breach or default, by either the transferring Member or the transferee, under
        this Agreement or any of the Affiliate Agreements; and

       

      (7)  the
        transferring Member shall have, and shall have caused each of its Relatives
        to
        have, amended any Applicable Joint Venture Agreements to which it is a party
        in
        order to add the transferee as a Relative under such Applicable Joint Venture
        Agreement.

       

      
        
          
          

        

        
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      12.3  Additional
        Members.
        No
        Person shall be admitted to the Joint Venture Company as a Member other than
        Intel, Micron or any substitute Member for Intel or Micron (as provided in
        Section 12.2).

       

      12.4  Certain
        Purchases.

       

      (A)  Purchase
        of Additional Interest.
        During
        the period commencing on the two (2)-year anniversary of the Effective Date
        and
        at any time that Intel is a Member and its Economic Interest (without taking
        into account in the Committed Capital of such Member or in the aggregate
        Committed Capital of all Members, the outstanding amount under any Mandatory
        Note payable to Intel) is less than 51% but at least 49%, Intel shall have
        the
        right to purchase from Micron, and upon the exercise of such right Micron
        shall
        sell to Intel, an Interest representing a percentage (the “Option
        Percent”)
        of the
        Members’ aggregate Interests necessary to bring Intel’s Economic Interest to 51%
        (computed by shifting from the Capital Contribution Balance (and Committed
        Capital) of Micron to the Capital Contribution Balance (and Committed Capital)
        of Intel the minimum sum necessary to raise the Economic Interest of Intel
        to
        51%). The purchase price to be paid by Intel for such Interest shall be an
        amount in cash equal to the [***] Value; provided,
        however,
        that
        the purchase price shall in no event be (i) lower than an amount equal to
        the Option Percent [***] by the [***] of the [***] of the Joint Venture Company
        and its Subsidiaries (the “Floor
        Amount”),
        or
        (ii) greater than the product of [***], multiplied by the Floor Amount (the
“Cap
        Amount”).
        If
        the Purchase Value is determined to be lower than the Floor Amount, or greater
        than the Cap Amount, then the purchase price shall be an amount equal to
        the
        Floor Amount or the Cap Amount, respectively. Intel may exercise this purchase
        right by delivering a written notice of its intent to exercise to the Joint
        Venture Company and Micron. The closing of the purchase and sale shall take
        place on a date agreed to by the Joint Venture Company, Micron and Intel,
        but in
        no event later than thirty (30) days following the date the notice is delivered.
        Such closing shall take place at the principal office of the Joint Venture
        Company, or at such other location as the Joint Venture Company, Micron and
        Intel may mutually determine. At the closing, the Joint Venture Company shall
        record in its books and records the contemplated shift in the Members’ Capital
        Contribution Balances, and the appropriate changes to the Capital Accounts
        of
        the Members, and Intel shall pay to Micron the purchase price for such Option
        Percent by wire transfer of immediately available funds.

       

      (B)  Purchase
        of Additional Interest to Effect a Change in Consolidating
        Member.
        Subject
        to the terms and conditions of this Section, Intel shall have the right to
        effect a Change in Consolidating Member. Intel may exercise this right to
        effect
        a Change in Consolidating Member by delivering a written notice of its intent
        to
        exercise to the Joint Venture Company and Micron; provided,
        however,
        that
        the exercise of such right by Intel shall be subject to the prior written
        consent of Micron. Upon the exercise of such right, Intel shall purchase
        from
        Micron, and Micron shall sell to Intel, an Interest representing a percentage
        (the “Consolidating
        Option Percent”)
        of the
        Members’ aggregate Interests necessary to bring Intel’s Economic Interest to 51%
        (computed by shifting from the Capital Contribution Balance (and Committed
        Capital) of Micron to the Capital Contribution Balance (and Committed Capital)
        of Intel the minimum sum necessary to raise the Economic Interest of Intel
        to
        51%). The purchase price to be paid by Intel for such Interest shall be an
        amount in cash equal to the [***] Value; provided,
        however,
        that
        the purchase price shall in no event be lower than an amount equal to the
        Consolidating Option Percent [***] by the [***] of the [***] of the Joint
        Venture Company and

       

      
        
          
          

        

        
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       its
        Subsidiaries (the “Consolidating
        Floor Amount”).
        If
        the Purchase Value is determined to be lower than the Consolidating Floor
        Amount
        then the purchase price shall be an amount equal to the Consolidating Floor
        Amount. The closing of the purchase and sale shall take place on a date agreed
        to by the Joint Venture Company, Micron and Intel, but in no event later
        than
        thirty (30) days following the date the notice is delivered. Such closing
        shall
        take place at the principal office of the Joint Venture Company, or at such
        other location as the Joint Venture Company, Micron and Intel may mutually
        determine. At the closing, the Joint Venture Company shall record in its
        books
        and records the contemplated shift in the Members’ Capital Contribution
        Balances, and the appropriate changes to the Capital Accounts of the Members,
        and Intel shall pay to Micron the purchase price for such Consolidating Option
        Percent by wire transfer of immediately available funds.

       

      12.5  Purchase
        of Remaining Interest.

       

      (A)  If
        the
        Economic Interest of a Member (the “Minority
        Member”)
        drops
        to ten percent (10%) or less and remains at or below ten percent (10%) for
        more
        than six (6) consecutive months, the other Member or a Subsidiary thereof
        (such
        other Member or Subsidiary thereof, the “Majority
        Member”)
        shall
        have the option, exercisable at any time prior to the day that is six (6)
        months
        prior to the end of the Initial Term, to purchase all of the remaining Interest
        of, and outstanding Member Notes payable to, the Minority Member at a cash
        purchase price equal to the Option Price, subject to the terms and conditions
        set forth in Section 12.5(C). The Majority Member may exercise this purchase
        option by delivering a written notice of its intent to exercise to the Minority
        Member. The closing of the purchase and sale of the Minority Member’s remaining
        Interest and any outstanding Member Notes held by the Minority Member (the
        “Minority
        Closing”)
        shall
        take place as of the last day of the Fiscal Month in which the notice is
        delivered (unless such notice is delivered within the last ten (10) days
        of the
        end of a Fiscal Month, in which case the Minority Closing shall take place
        on
        the last day of the first full Fiscal Month thereafter). Such Minority Closing
        shall take place at the principal office of the Joint Venture Company, or
        at
        such other location as the Majority Member and the Minority Member may mutually
        determine. At the Minority Closing, (i) the Minority Member shall transfer
        its remaining Interest in the Joint Venture Company and outstanding Member
        Notes
        held by the Minority Member to the Majority Member, free and clear of any
        liens
        or encumbrances, (ii) the Majority Member shall pay the Minority Member the
        Minority Closing Price by wire transfer of immediately available funds and
        (iii) the Minority Member shall deliver to the Majority Member such
        instrument of conveyance as the Majority Member reasonably
        requests.

       

      (B)  Upon
        the
        Minority Closing, the Majority Member shall pay to the Minority Member a
        sum
        (the “Minority
        Closing Price”)
        equal
        to the [***] of (i) the [***] of (a) the [***] of the [***] of the
        Joint Venture Company and its Subsidiaries as of the last day of the Fiscal
        Month immediately prior to the Minority Closing, [***] (b) the [***] of all
        [***] of the Joint Venture Company and its Subsidiaries as of the last day
        of
        the Fiscal Month immediately prior to the Minority Closing (excluding, however,
        any liabilities with respect to Member Notes), and (ii) the Economic
        Interest of the Minority Member at the time the option provided for in Section
        12.5(A) is exercised. Within five (5) Business Days after the month-end balance
        sheet (prepared in accordance with Modified GAAP consistently applied) as
        of the
        date of the Minority Closing becomes available, the Minority Closing Price
        shall
        be recalculated using the [***] of the [***] of the Joint Venture Company
        and
        its Subsidiaries as of such date 

       

      
        
          
          

        

        
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      and
        the
        [***] of the [***] of the Joint Venture Company and its Subsidiaries as of
        such
        date (excluding any liabilities with respect to Member Notes) (such recalculated
        sum, the “Option
        Price”).
        If
        the Option Price is greater than the Minority Closing Price, the Majority
        Member
        shall deliver the difference to the Minority Member by wire transfer of
        immediately available funds within three (3) Business Days of such
        recalculation. If the Option Price is less than the Minority Closing Price,
        the
        Minority Member shall refund the difference to the Majority Member by wire
        transfer of immediately available funds within three (3) Business Days of
        such
        recalculation.

       

      (C)  Upon
        an
        election of the Majority Member to purchase the Minority Member’s remaining
        Interest and the outstanding Member Notes held by such Minority Member pursuant
        to Section 12.5(A), if the Minority Member is Micron, then the following
        shall
        apply:

       

      (1)  Micron
        shall, at its option, exercisable by written notice to Intel not more than
        five
        (5) days after the exercise of the option contemplated by Section 12.5(A),
        purchase either (i) the [***] or (ii) all of the equity interest in any U.S.
        Facilities Company that owns or leases only the [***]. The purchase price
        shall
        be the [***] of the [***] or of such [***] Facilities Company, as applicable
        (excluding, for purposes of this determination, any [***] attributable to
        the
        [***]). The closing of the purchase and sale provided for in this Section
        12.5(C)(1) (the “Micron
        Minority Closing”)
        shall
        take place on the same date, at the same time and at the same location as
        the
        Minority Closing. At the Micron Minority Closing, (x) the Joint Venture
        Company shall transfer the purchased assets, rights and equity interest to
        Micron, free and clear of any liens or encumbrances other than liens securing
        indebtedness exclusively associated with the Fab located at the [***],
        (y) Micron shall pay the Joint Venture Company the purchase price
        determined in accordance with this Section 12.5(C)(1) by wire transfer of
        immediately available funds and (z) the Joint Venture Company shall deliver
        to Micron such instrument(s) of conveyance as Micron reasonably
        requests.

       

      (2)  Micron
        shall pay to the Joint Venture Company an amount equal to the
        [***].

       

      (3)  The
        [***]
        shall terminate at the time of the Micron Minority Closing with no payment
        obligation, other than as contemplated by Section 12.5(C)(2), thereunder
        by
        Micron; provided,
        however,
        that in
        the event that Micron fails to acquire the [***] under Section 12.5(C)(1),
        the [***] shall continue for a reasonable period of time to allow the Joint
        Venture Company to remove the [***] from the [***], and Micron shall permit
        the
        Joint Venture Company to have reasonable access to the [***], for a reasonable
        period and on a reasonable basis, in order to remove such [***] from the
        [***].

       

      (4)  The
        Boise
        Supply Agreement shall continue for the remainder of its term, if any, but
        shall
        be modified such that a percentage of the products to be sold thereunder
        equal
        to the Sharing Interest of Micron at the time of the exercise of the option
        under Section 12.5(A) shall be retained by Micron and the remaining portion
        shall be sold to the Joint Venture Company (which may then assign its rights
        and
        obligations thereunder to Intel).

       

      
        
          
          

        

        
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      (5)  Micron
        may, at its option, cause to continue in effect any existing supply agreements
        it has with the Joint Venture Company or any Subsidiary of the Joint Venture
        Company for [***]from the Minority Closing with the same amounts and at the
        same
        delivery schedule, pricing and terms as are in effect on the date of the
        Minority Closing; provided,
        however,
        that
        the quantity of Products Micron shall be entitled to purchase thereunder,
        measured in 300 millimeter equivalents, shall be the [***] between (i) the
        quantity (determined based on the three (3)-month period immediately preceding
        the Minority Closing) of Products Micron would have been permitted to purchase
        had the option provided for in Section 12.5(A) not been exercised, and (ii)
        the
        [***] of (a) the quantity of Products that the assets acquired by Micron
        in
        accordance with Section 12.5(C)(1) have been producing in the ordinary course
        as
        determined based on the three (3)-month period immediately preceding the
        Minority Closing and (b) the quantity of Products that is retained by Micron
        under Section 12.5(C)(4). Such
        quantity will be [***] for the first year and then will [***] of such fixed
        quantity per Fiscal Quarter to [***] over the next [***] Fiscal Quarters.
        The
        Members will work together in good faith so that such supply arrangements
        minimize disruption to the business of the Joint Venture Company and the
        Members
        and to maintain, subject to such decline in amount, substantially the same
        supply of custom Products and substantially the same composition of types
        of
        Products as Micron had obtained from the Joint Venture Company immediately
        prior
        to the Minority Closing.
        

       

      ARTICLE
        13.  

      DISSOLUTION
        AND LIQUIDATION

       

      13.1  Dissolution.

       

      (A)  Upon
        the
        occurrence of any of the following events (each, a “Liquidating
        Event”),
        the
        Joint Venture Company shall dissolve and commence winding up and liquidation
        activities in accordance with this Article 13 and any other covenants
        unanimously agreed in writing by the Members, whether or not the event would
        cause a dissolution under the Act:

       

      (1)  the
        expiration of the Term in accordance with Section 1.3;

       

      (2)  the
        unanimous agreement in writing of the Members to wind up the Joint Venture
        Company;

       

      (3)  the
        election by a Member with a Percentage Interest of at least [***]% to wind
        up
        the affairs of the Joint Venture Company (which election shall not require
        the
        consent of the other Member), upon delivery of written notice of such election
        to the Joint Venture Company and the other Member;

       

      (4)  the
        election of Intel to dissolve the Joint Venture Company in the event of one
        or
        more breaches by Micron of either or both of (i) the [***], dated as of the
        Effective Date, between the Joint Venture Company and Micron or (ii) with
        respect to any obligations of Micron to [***]or [***]that are [***] at [***],
        the [***] and [***] Services Agreement, dated as of the Effective Date, between
        the Joint Venture Company and Micron that remain uncured after any applicable
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      agreement,
        provided
        that all
        such breaches described in clauses (i) and (ii) from the Effective Date to
        the
        date of such election result in [***] damages to the Joint Venture Company
        of
        [***] (that would be recoverable [***] under such agreements) (without taking
        into account the effect of the dissolution, winding up and liquidation of
        the
        Joint Venture Company under this Article 13 and any other covenants unanimously
        agreed in writing by the Members);

       

      (5)  the
        occurrence of any other event that, under the Act, makes it unlawful, impossible
        or impractical to carry on the business of the Joint Venture
        Company;

       

      (6)  the
        election
        by either Member to wind up the affairs of the Joint Venture Company upon
        (i)
        the occurrence of a Bankruptcy of the Joint Venture Company of the type
        described in clause (iv) of the definition of the term “Bankruptcy,”
provided
        that the
        Member making such election is not in default of any payment obligation to
        the
        Joint Venture Company or (ii) the Bankruptcy (as hereinafter defined),
        dissolution or liquidation of a Member, and further
        provided
        that, in
        either event, such election shall be made only after entry by the court
        presiding over the Bankruptcy of an order granting relief from the automatic
        stay to make such election to the Member making such election;

       

      (7)  the
        election by a Member to wind up the affairs of the Joint Venture Company,
        if
        (i) the Joint Venture Company ceases operations for more than [***] or
        (ii) the other Member undergoes a Member Change of Control; or

       

      (8)  Intentionally
        Omitted.

       

      (9)  Intentionally
        Omitted.

       

      (10)  Intentionally
        Omitted.

       

      (11)  the
        election of a Member by written notice to the Joint Venture Company and the
        other Member to wind up the affairs of the Joint Venture Company.

       

      (B)  For
        the
        purposes of this Section 13.1, the term “Bankruptcy”
shall
        mean (i) the entry of a decree or order for relief of the Person by a court
        of competent jurisdiction in any involuntary case involving the Person under
        any
        bankruptcy, insolvency or other similar law now or hereafter in effect;
        (ii) the appointment of a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or other similar agent for the Person or for any
        substantial part of the Person’s assets or property; (iii) the ordering of
        the winding up or liquidation of the Person’s affairs; (iv) the filing with
        respect to the Person of a petition in any such involuntary bankruptcy case,
        which petition remains undismissed for a period of sixty (60) days or which
        is
        dismissed or suspended pursuant to Section 305 of the U.S. Bankruptcy Code
        (or
        any corresponding provision of any future U.S. bankruptcy law); (v) the
        commencement by the Person of a voluntary case under any bankruptcy, insolvency
        or other similar law now or hereafter in effect; (vi) the consent by the
        Person to the entry of an order for relief in an involuntary case under any
        such
        law or to the appointment of or taking possession by a receiver, liquidator,
        assignee, trustee, custodian, sequestrator or other similar agent for the
        Person
        or for any substantial part of the Person’s assets 

       

      
        
          
          

        

        
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      or
        property; (vii) the making by the Person of any general assignment for the
        benefit of creditors; or (viii) the failure by the Person generally to pay
        its debts as such debts become due.

       

      13.2  Determination
        of [***] Value.
        Upon
        the occurrence of a Liquidating Event, the Members shall promptly proceed
        to
        determine the [***] Value of the [***] and each other Facility or U.S.
        Facilities Company (the date of receipt of the last such determination, the
        “[***]
        Determination Date”).
        The
        Members and the Joint Venture Company shall use reasonable efforts to cause
        the
        determination to be made as promptly as practicable, but not later than [***]
        after the Liquidating Event or, in the case of a Liquidating Event under
        Section 13.1(A)(1), not later than such Liquidating Event.

       

      13.3  No
        Withdrawal.
        No
        Member shall have any right to withdraw from the Joint Venture Company. No
        event
        that would constitute a withdrawal of a Member under the Act shall in any
        way be
        deemed to be a withdrawal under this Agreement or cause a dissolution of
        the
        Joint Venture Company.

       

      13.4  Micron
        [***] Reimbursement; [***] True-Up Payment.

       

      (A)  If
        a
        Liquidating Event occurs before the [***] becomes an Operational Fab, Micron
        shall not be obligated to reimburse the Joint Venture Company for any unused
        portion of the pre-paid rent under the [***] transferred to the Joint Venture
        Company by Micron as described in Section 2.1(B). If a Liquidating Event
        occurs
        after the [***] becomes an Operational Fab, Micron shall reimburse the Joint
        Venture Company for any unused portion of the prepaid rent under the [***]
        transferred to the Joint Venture Company determined as of the day of closing
        of
        the Micron [***] Purchase Option, if exercised, or following the sale of
        the
        last Facility, or the sale of equity interests in the U.S. Facilities Company
        that owns or leases the last Facility, to be sold if such option is not
        exercised and based on the assumption that, for the [***], such prepaid rent
        was
        being amortized on a straight line basis over a ten (10)-year period. Such
        reimbursement shall be paid by Micron to the Joint Venture Company no later
        than
        the Liquidation Date and, if not so paid, shall be deducted from the amount
        to
        be distributed to Micron under this Article 13.

       

      (B)  If
        a
        Liquidating Event occurs pursuant to Section 13.1(A)(1), Micron shall, on
        the Liquidation Date, make a one-time true-up payment to the Joint Venture
        Company in an amount equal to the [***] as of the date of the termination
        of the
        [***]. A real estate appraiser mutually selected by the Members shall determine
        such [***] on a final and conclusive basis. Such appraiser shall be instructed
        to consider all factors that in his or her professional opinion may affect
        the
        [***].

       

      13.5  Intentionally
        Omitted.

       

      13.6  Intentionally
        Omitted.

       

      13.7  Intentionally
        Omitted.

       

      13.8  Intentionally
        Omitted.

       

      13.9  Intentionally
        Omitted.

       

      
        
          
          

        

        
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      13.10  Intentionally
        Omitted.

       

      13.11  Auction
        of Remaining Assets.
        As soon
        as reasonably practicable following the sale or other disposition of the
        assets
        of the Joint Venture Company pursuant to any procedures unanimously agreed
        in
        writing by the Members, but not later than [***] ([***]) days after the Buyout
        Determination Date, the Board of Managers shall cause the Joint Venture Company
        and its Subsidiaries to sell, in an auction process reasonably designed to
        maximize the price, all of the assets, other than cash, remaining in the
        Joint
        Venture Company and its Subsidiaries (the “Remaining
        Assets”).
        Each
        of the Members shall be entitled to participate as a bidder in the auction.
        The
        Remaining Assets shall be sold to the Person providing the best
        bid.

       

      13.12  Winding
        Up.
        Following the conclusion of any sale conducted in accordance with Section
        13.11,
        the Joint Venture Company shall continue solely for the purposes of winding
        up
        its affairs in an orderly manner, liquidating its assets, and satisfying
        the
        claims of its creditors and Members. To the extent not inconsistent with
        the
        foregoing, all covenants and obligations in this Agreement shall continue
        in
        full force and effect until such time as the Joint Venture Company’s property
        has been distributed pursuant to this Section 13.12 and Section 13.13 and
        the
        Joint Venture Company has been dissolved in accordance with the
        Act.

       

      13.13  Liquidation.
        (A)
        Upon the
        occurrence of a Liquidating Event and following the completion of (i) the
        consummation of any sale of assets in accordance with any covenants unanimously
        agreed in writing by the Members and (ii) the auction of assets
        contemplated by Section 13.11 (the date on which all such events have been
        completed, the “Liquidation
        Date”),
        the
        Board of Managers shall act as the liquidating committee of the Joint Venture
        Company. The liquidating committee shall liquidate the Joint Venture Company’s
        remaining assets and terminate its business in accordance with this Section
        13.13. The liquidating committee shall promptly prepare or cause to be prepared,
        at the expense of the Joint Venture Company, a statement setting forth the
        assets and liabilities of the Joint Venture Company as of the date of
        dissolution and shall furnish that statement to all Members. The liquidating
        committee shall proceed to liquidate any assets of the Joint Venture Company
        that remain unsold after the auction contemplated by Section 13.11 and to
        terminate the Joint Venture Company’s business as promptly as practicable but
        shall be allowed a reasonable time for the orderly liquidation of Joint Venture
        Company assets and the discharge of liabilities to creditors (including Members
        who are creditors) in order to minimize losses normally incident to a
        liquidation. The liquidating committee shall have full power and authority
        to
        operate Joint Venture Company properties in the ordinary course of business
        for
        the account of the Joint Venture Company.

       

      (B)  At
        least
        ten (10) days prior to the first distribution of assets or other proceeds
        of the
        liquidation under Section 13.13(C) (which distribution shall occur no earlier
        than the Liquidation Date), the liquidating committee shall deliver written
        notice of such pending first liquidating distribution to both Members. Prior
        to
        the time of such first liquidating distribution, (i) any Member that is the
        Funding Member with respect to any Member Note outstanding at such time may,
        by
        delivering written notice to the Joint Venture Company, convert the outstanding
        principal balance of and accrued interest on such Member Note into a Capital
        Contribution and (ii) any Member that is the Non-Funding Member with respect
        to
        any Member Note outstanding at such time may, by delivering written notice
        to
        the Joint Venture Company, cause the Joint Venture Company to convert the
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      interest
        on any such Member Note into a Capital Contribution. Any conversion of a
        Member
        Note made pursuant to this Section 13.13(B) shall be effective prior to the
        commencement of the first liquidating distribution pursuant to
        Section 13.13(C).

       

      (C)  The
        assets and other proceeds of the liquidation, as and when available, shall
        be
        applied and distributed in the following order and priority:

       

      (1)  first,
        to the
        payment of all debts and liabilities of the Joint Venture Company, excluding
        debts and liabilities to Members and former Members;

       

      (2)  second,
        to the
        setting up of reserves that the liquidating committee deems reasonably necessary
        for contingent, unmatured or unforeseen liabilities or obligations of the
        Joint
        Venture Company;

       

      (3)  third,
        to the
        payment of all debts and liabilities to Members and any former Members;
        and

       

      (4)  fourth,
        to the
        Members in accordance with Section 5.1.

       

      (D)  In
        the
        event that, at the time of a liquidating distribution in accordance with
        Section
        13.13(C), there exists any outstanding obligation of a Member to the Joint
        Venture Company (including, but not limited to, any amounts owed by such
        Member
        to the Joint Venture Company as a result of purchasing assets from the Joint
        Venture Company in accordance with any covenants unanimously agreed in writing
        by the Members that remains unpaid), all amounts to be distributed to such
        Member under Section 13.13(C) shall be subject to offset, and no distribution
        shall be made to such Member until after all such obligations have been
        satisfied in full.

       

      13.14  Supply
        Agreements.
        Notwithstanding the occurrence of a Liquidating Event, the Boise Supply
        Agreement shall remain in effect for the remainder of its term, if any, but
        shall be modified as described in Section 12.5(C)(4) based on the Members’
respective Sharing Interests at the time of such Liquidating Event, and the
        Products to be sold thereunder to, and purchased by, the Joint Venture Company
        instead shall be sold to, and purchased by, Intel. If a Liquidating Event
        has
        occurred, then, from and after the consummation of a sale of assets by the
        Joint
        Venture Company in accordance with any covenants unanimously agreed in writing
        by the Members, each Member shall enter into a supply agreement with the
        other
        Member, on substantially the same terms (including amount, delivery schedule,
        pricing terms and other terms) as the Supply Agreement that the Member entered
        into with the Joint Venture Company as of the Effective Date, under which
        each
        Member agrees to provide the other Member with its Sharing Interest on the
        date
        of the Liquidating Event of the output of each type of Product from each
        of the
        Facilities purchased by that Member. The quantity (determined based on the
        three
        (3)-month period immediately preceding the effectiveness of the contemplated
        Supply Agreement) of Product, measured in 300 millimeter diameter equivalents
        (excluding Product provided to either Member under the Boise Supply Agreement)
        that a Member shall be obligated to provide from each Facility under that
        Member’s supply agreement will be fixed for the first year after the
        consummation of a sale of assets by the Joint Venture Company or any of its
        U.S.
        Facilities Companies in accordance with any covenants unanimously agreed
        in
        writing by the 

       

      
        
          
          

        

        
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      Members
        and then will decline by [***] ([***]) of such fixed quantity per Fiscal
        Quarter
        to [***] ([***]) over the next [***] ([***]) Fiscal Quarters. The Members
        will
        work together in good faith so that such supply agreements minimize disruption
        to the business of the Members and to maintain, subject to such decline in
        amount, substantially the same supply of custom Products and substantially
        the
        same composition of types of Products as the Members had obtained from the
        Joint
        Venture Company immediately prior to the date of the Liquidating
        Event.

       

      13.15  Employees.
        Each
        Member shall be free to offer employment to or continue the employment of
        any or
        all of the Joint Venture Company employees whose primary place of employment
        is
        at a Facility owned or leased by the Joint Venture Company or by any of its
        U.S.
        Facilities Companies if such Facility or the equity of such U.S. Facilities
        Company that owns or leases such Facility is purchased by that
        Member.

       

      ARTICLE
        14.  

      EXCULPATION
        AND INDEMNIFICATION

       

      14.1  Exculpation.
        No
        Manager (or alternate Manager) shall be liable to the Joint Venture Company,
        any
        Subsidiary of the Joint Venture Company or the Members (in their capacities
        as
        members of the Joint Venture Company) for monetary damages for breach of
        fiduciary duty as a Manager or otherwise liable, responsible or accountable
        to
        the Joint Venture Company, any Subsidiary of the Joint Venture Company or
        the
        Members (in their capacities as members of the Joint Venture Company) for
        monetary damages or otherwise for any acts performed, or for any failure
        to act,
        except that this provision shall not eliminate or limit the liability of
        a
        Manager (or alternate Manager) (i) for acts or omissions that involve
        willful or intentional misconduct or gross negligence or (ii) for any
        transaction from which the Manager (or alternate Manager) received any improper
        personal benefit.

       

      14.2  Indemnification.

       

      (A)  The
        Joint
        Venture Company shall, to the fullest extent permitted by Applicable Law,
        indemnify, defend and hold harmless (1) each Manager and alternate Manager
        and
        (2) the Chief Executive Officer, the Intel Executive Officer, the Micron
        Executive Officer, the Financial Officer and any other officer or site manager
        of the Joint Venture Company (each, an “Executive
        Indemnified Party”
and
        collectively with the Managers, the “Indemnified
        Party”),
        against any losses, claims, damages or liabilities to which such Indemnified
        Party may become subject in connection with any matter arising out of or
        incidental to any act performed or omitted to be performed by any such
        Indemnified Party in connection with this Agreement or the Joint Venture
        Company’s or any of its Subsidiaries’ business or affairs; provided,
        however,
        that in
        the case of an Executive Indemnified Party, such act or omission was taken
        in
        good faith and was reasonably believed by the Executive Indemnified Party,
        as
        applicable, to be within the scope of authority granted to such Executive
        Indemnified Party; and provided further,
        however,
        that in
        the case of any Indemnified Party such act or omission was not attributable
        in
        whole or in part to the fraud, bad faith, willful misconduct or gross negligence
        of such Indemnified Party. If an Indemnified Party becomes involved in any
        capacity in any action, proceeding or investigation in connection with any
        matter arising out of or in connection with this Agreement or the Joint Venture
        Company’s or any of its Subsidiaries’ business or affairs, the Joint Venture


       

      
        
          
          

        

        
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      Company
        shall reimburse such Indemnified Party for its reasonable legal and other
        reasonable out-of-pocket expenses (including the cost of any investigation
        and
        preparation) as they are incurred in connection therewith, provided
        that
        such Indemnified Party shall promptly repay to the Joint Venture Company
        the
        amount of any such reimbursed expenses paid to it if it shall ultimately
        be
        determined that such Indemnified Party was not entitled to be indemnified
        by the
        Joint Venture Company in connection with such action, proceeding or
        investigation. If for any reason (other than the fraud, bad faith, willful
        misconduct or gross negligence of such Indemnified Party) the foregoing
        indemnification is unavailable to such Indemnified Party, or insufficient
        to
        hold it harmless, then the Joint Venture Company shall contribute to the
        amount
        paid or payable by such Indemnified Party as a result of such loss, claim,
        damage, liability or expense in such proportion as is appropriate to reflect
        the
        relative benefits received by the Joint Venture Company or any of its
        Subsidiaries on the one hand and such Indemnified Party on the other hand
        or, if
        such allocation is not permitted by Applicable Law, to reflect not only the
        relative benefits referred to above but also any other relevant equitable
        considerations. Any indemnity under this Section 14.2(A) shall be paid solely
        out of and to the extent of the Joint Venture Company’s and its Subsidiaries’
assets and shall not be a personal obligation of any Member and in no event
        will
        any Member be required or permitted, without the consent of the other Member,
        to
        contribute additional capital under Article 2 to enable the Joint Venture
        Company to satisfy any obligation under this Section 14.2.

       

      (B)  The
        provisions of this Section 14.2 shall survive for a period of two (2) years
        from
        the date of dissolution of the Joint Venture Company, provided
        that
        (1) if at the end of such period there are any actions, proceedings or
        investigations then pending, an Indemnified Party may so notify the Joint
        Venture Company and the Members at such time (which notice shall include
        a brief
        description of each such action, proceeding or investigation and the liabilities
        asserted therein) and the provisions of this Section 14.2 shall survive with
        respect to each such action, proceeding or investigation set forth in such
        notice (or any related action, proceeding or investigation based upon the
        same
        or similar claim) until such date that such action, proceeding or investigation
        is finally resolved and (2) the obligations of the Joint Venture Company
        under this Section 14.2 shall be satisfied solely out of Joint Venture Company
        assets, including the assets of any Subsidiary of the Joint Venture
        Company.

       

      ARTICLE
        15.

      GOVERNMENTAL
        APPROVALS

       

      15.1  Governmental
        Approvals.
        In the
        event that either Member takes any action contemplated by this Agreement
        that
        could reasonably be expected to result in an event or transaction, including
        without limitation (i) the purchase by either Member of an Interest pursuant
        to
        Sections 12.4(A), 12.4(B) or 12.5, (ii) the purchase by either Member of
        a
        Facility or U.S. Facilities Company that owns or leases such Facility pursuant
        to any covenants unanimously agreed in writing by the Members, (iii) a Change
        of
        Consolidating Member, (iv) the making of a Capital Contribution, (v) the
        conversion of a Member Note or (vi) the creation or acquisition of interests
        in
        a U.S. Facilities Company, which event or transaction, as to each of the
        foregoing, would require either Member to make a filing, notification or
        any
        other required or requested submission under the HSR Act or any other applicable
        Competition Law (any such event or transaction, a “Filing
        Event”
and
        any
        such filing, notification, or any such other required or requested submission,
        a
“Filing”),
        then:

       

      
        
          
          

        

        
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      (A)  the
        Member taking such action, in addition to complying with any other applicable
        notice provisions under this Agreement, shall promptly notify the other Member
        of such Filing Event, which notification shall include an indication that
        Filings under the HSR Act or any other applicable Competition Law will be
        required;

       

      (B)  notwithstanding
        any provision to the contrary in this Agreement, a Filing Event may not occur
        or
        close until after any applicable waiting period (including any extension
        thereof) under the HSR Act or any other Competition Law, as applicable to
        such
        Filing Event, shall have expired or been terminated, and all approvals under
        antitrust regulatory Filings in any jurisdiction that shall be necessary
        for
        such Filing Event to occur or close shall have been obtained, and any applicable
        deadline for the occurrence or closing of such Filing Event contained in
        this
        Agreement shall be delayed, so long as both Members are proceeding diligently
        in
        accordance with this Section 15.1 to seek any such expiration, termination
        or
        approval, and so long as there are no other outstanding conditions preventing
        the occurrence or closing of the Filing Event;

       

      (C)  the
        Members shall, and shall cause any of their relevant Affiliates to:

       

      (1)  as
        promptly as practicable, make their respective Filings under the HSR Act
        or any
        other applicable Competition Law;

       

      (2)  promptly
        respond to any requests for additional information from the Federal Trade
        Commission, the Department of Justice or any other Governmental
        Entity;

       

      (3)  subject
        to Applicable Laws, use commercially reasonable efforts to cooperate with
        each
        other in the preparation of, and coordinate, such Filings (including the
        exchange of drafts between each party’s outside counsel) so as to reduce the
        length of any review periods;

       

      (4)  subject
        to Applicable Laws, cooperate and use their respective commercially reasonable
        efforts to take, or cause to be taken, all actions and to do, or cause to
        be
        done, all things necessary under Applicable Laws in connection with such
        Filing
        Event, including using commercially reasonable efforts to provide information,
        obtain necessary exemptions, rulings, consents, clearances, authorizations,
        approvals and waivers, and effect necessary registrations and
        filings;

       

      (5)  subject
        to Applicable Laws, use their commercially reasonable efforts to (a) take
        actions that are necessary to prevent the Federal Trade Commission, the
        Antitrust Division of the Department of Justice, or any other Governmental
        Entity, as
        the
        case may be, from filing an action with a court or Governmental Entity that,
        if
        the Governmental Entity prevailed, would restrict, enjoin, prohibit or otherwise
        prevent or materially delay the consummation of the Filing Event, including
        an
        action by any such Governmental Entity seeking a requirement to (i) sell,
        license or otherwise dispose of, or hold separate and agree to sell or otherwise
        dispose of, assets, categories of assets or businesses of either Member,
        the
        Joint Venture Company or its respective Subsidiaries; (ii) terminate
        existing relationships and contractual rights and obligations of either


       

      
        
          
          

        

        
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      Member,
        the Joint Venture Company or its respective Subsidiaries; (iii) terminate
        any relevant venture or other arrangement; or (iv) effectuate any other
        change or restructuring of either Member or the Joint Venture Company (as
        to
        each of the foregoing, a “Divestiture
        Action”),
        and
        (b) contest and resist any action, including any legislative, administrative
        or
        judicial action, and to have vacated, lifted, reversed or overturned any
        order
        that restricts, enjoins, prohibits or otherwise prevents or materially delays
        the occurrence or closing of such Filing Event; and

       

      (6)  subject
        to Applicable Laws, prior to the making or submission of any analysis,
        appearance, presentation, memorandum, brief, argument, opinion or proposal
        by or
        on behalf of either Member in connection with proceedings under or relating
        to
        the HSR Act or any other applicable Competition Law, consult and cooperate
        with
        one another, and consider in good faith the views of one another, in connection
        with any such analyses, appearances, presentations, memoranda, briefs,
        arguments, opinions and proposals, and will provide one another with copies
        of
        all material communications from and filings with, any Governmental Entities
        in
        connection with any Filing Event;

       

      (D)  notwithstanding
        anything to the contrary in this Section 15.1, nothing in this Section 15.1
        shall require either Member or its respective Affiliates, or the Joint Venture
        Company to take any Divestiture Action; and

       

      (E)  if
        the
        Filing Event is prevented from occurring or closing as a result of any
        applicable Competition Laws, after exhausting all efforts permitted under
        this
        Section 15.1 to obtain the necessary approval of any applicable
        Governmental Entity, then the Members shall negotiate in good faith to agree
        upon an alternative event or transaction that would be permissible under
        applicable Competition Laws, and would approximate, as closely as possible,
        the
        intent and contemplated effect of the original Filing Event.

       

      ARTICLE
        16.

      FORMATION
        OF ADDITIONAL ENTITIES

       

      16.1  Formation
        of U.S. Subsidiaries.
        The
        Members agree that each Facility located in the United States may be held
        through a Wholly-Owned Subsidiary of the Joint Venture Company, where such
        Wholly-Owned Subsidiary is established, organized or incorporated within
        the
        United States (each, a “U.S.
        Facilities Company”).
        Unless the Members agree in writing otherwise, each U.S. Facilities Company
        shall be owned directly or indirectly by the Joint Venture Company. Each
        U.S.
        Facilities Company shall be an entity that may elect, and shall elect, to
        be
        treated as a disregarded entity or a partnership for U.S. federal income
        tax
        purposes, as appropriate. The Members agree that the charter and other
        organizational documents of each U.S. Facilities Company and all contractual
        and
        other arrangements between the Joint Venture Company and such U.S. Facilities
        Company, and between the Members and the U.S. Facilities Company, shall have
        such terms and conditions as shall be necessary to achieve the purposes of
        the
        Members in entering into this Agreement and the Joint Venture Documents and
        to
        achieve as closely as practicable the same beneficial results (including
        with
        respect to Joint Venture Products produced by such U.S. Facilities Company
        and
        the pricing thereof; tax matters, financial accounting matters, assets to
        be
        distributed, and rights provided, on dissolution and liquidation; profits;
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      Members
        as would be achieved if the Facility held by such U.S. Facilities Company
        were
        held directly by the Joint Venture Company.

       

      16.2  Intentionally
        Omitted.

       

      ARTICLE
        17.  

      DEADLOCK;
        OTHER DISPUTE RESOLUTION; EVENT OF DEFAULT

       

      17.1  Deadlock.
        “Deadlock”
shall
        occur with respect to any matter for which an affirmative vote by at least
        one
        Manager appointed by each Member is required for approval, and such matter
        is
        not approved as a result of a vote in which a majority of the Managers appointed
        by one Member (or
        the
        sole Manager appointed by a Member, if there is only one) have
        voted against the matter and a majority of the Managers appointed by the
        other
        Member (or the sole Manager appointed by the other Member, if there is only
        one)
        have voted for the matter other than an Intel Matter or a Micron Matter (a
        “Tie
        Vote”)
        on a
        matter submitted to it at a meeting or in the form of a proposed written
        consent, and during the [***] period following this Tie Vote, the Board of
        Managers is unable or fails to break the Tie Vote (if the matter is presented
        in
        the form of a proposed written consent, the [***] period shall commence on
        the
        date that the Manager who was last to receive the proposal received it).
        During
        this [***] period, the Board of Managers shall seek in good faith to hold
        at
        least [***] ([***]) additional meetings at which it shall make a good faith
        effort to break the Deadlock. To the extent practicable, the Board of Managers
        shall seek to resolve the matter in a manner consistent with the Joint Venture
        Company’s then-current Approved Business Plan. The additional meetings shall be
        held at the time and place agreed to by the Managers, or if the Managers
        are
        unable to agree, at a time and place determined by the Authorized Officers,
        or
        the Chief Executive Officer, as applicable, on at least two (2) days’ written
        notice.

       

      17.2  Resolution
        of Deadlock.
        

       

      (A)  If
        a
        Deadlock occurs, (i) if the matter is an Intel Matter, the matter shall be
        resolved in the manner specified by the Authorized Representative of Intel,
        whose decision shall be final and binding on the Joint Venture Company and
        its
        Subsidiaries, (ii) if the matter is a Micron Matter, the matter shall be
        resolved in the manner specified by the Authorized Representative of Micron,
        whose decision shall be final and binding on the Joint Venture Company and
        its
        Subsidiaries, and (iii) if the matter is neither an Intel Matter nor a
        Micron Matter, the Joint Venture Company shall (a) first submit the matter
        that was the subject of the Deadlock to the Authorized Representatives of
        the
        Members by providing notice of the Deadlock to the Members, and the Authorized
        Representatives of the Members shall then make a good faith effort to resolve
        the dispute and break the Deadlock within [***] of the Members’ receiving notice
        of the Deadlock and (b) next, if the Deadlock is still not resolved, submit
        the matter to the Senior Authorized Representatives for each of the Members,
        who
        shall then make a good faith effort to resolve the Deadlock within [***]
        of
        submission to the Senior Authorized Representatives. If the matter remains
        unresolved, then the Members shall submit the Deadlock to non-binding mediation.
        Either Member may initiate the non-binding meditation by providing to JAMS
        and
        the other Member a written request for mediation, setting forth the subject
        of
        the Deadlock. The Members will cooperate with JAMS and with one another in
        selecting a retired judge from JAMS panel of neutrals, and in scheduling
        the
        mediation proceedings. The Members 

       

      
        
          
          

        

        
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      covenant
        that they will participate in the mediation in good faith, and that they
        will
        share equally in its costs. The provisions of this Section 17.2 may be enforced
        by any court of competent jurisdiction, and the Member seeking enforcement
        shall
        be entitled to an award of all costs, fees and expenses, including attorneys’
fees, to be paid by the Member against whom enforcement is ordered.

       

      (B)  Notwithstanding
        the foregoing, if the Board of Managers fails to approve a specific loading
        plan
        for a given Fab, then the Members may designate the loading for such Fab
        in
        accordance with their respective Sharing Interests.

       

      17.3  Definition
        of “Intel Matters.”
        For
        purposes of this Agreement, “Intel
        Matter”
means
        any matter that is unanimously agreed in writing by the Members to be an
        Intel
        Matter.

       

      17.4  Definition
        of “Micron Matters.”
        For
        purposes of this Agreement, “Micron
        Matter”
means
        any matter that is unanimously agreed in writing by the Members to be a Micron
        Matter.

       

      17.5  Other
        Dispute Resolution.
        In the
        event of any other dispute over a purported breach of this Agreement (a
“Dispute”),
        the
        Members shall endeavor to settle, through their respective designees to the
        Board of Managers, the Dispute. All Disputes arising under this Agreement
        that
        are not resolved by the Board of Managers shall be resolved as follows: the
        Joint Venture Company shall first submit the matter to the Authorized
        Representatives of the Members by providing notice of the Dispute to the
        Members. The Authorized Representatives of the Members shall then make a
        good
        faith effort to resolve the Dispute. If they are unable to resolve the Dispute
        within [***] of receiving notice of the Dispute, the matter shall then be
        submitted to the Senior Authorized Representatives of the Members, who shall
        then make a good faith effort to resolve the Dispute. If the Dispute cannot
        be
        resolved within [***] of submission of the matter to the Senior Authorized
        Representatives of the Members, then a civil action with respect to the Dispute
        may be commenced, but only after the matter has been submitted to JAMS for
        mediation as contemplated by Section 17.6.

       

      17.6  Mediation.
        If
        there is a Dispute, either Member may commence mediation by providing to
        JAMS
        and the other Member a written request for mediation, setting forth the subject
        of the Dispute and the relief requested. The Members will cooperate with
        JAMS
        and with one another in selecting a mediator from JAMS panel of neutrals,
        and in
        scheduling the mediation proceedings. The Members covenant that they will
        participate in the mediation in good faith, and that they will share equally
        in
        its costs. All offers, promises, conduct and statements, whether oral or
        written, made in the course of the mediation by any of the Members, their
        agents, employees, experts and attorneys, and by the mediator and any JAMS
        employees, are confidential, privileged and inadmissible for any purpose,
        including impeachment, in any litigation or other proceeding involving the
        Members, provided
        that
        evidence that is otherwise admissible or discoverable shall not be rendered
        inadmissible or non-discoverable as a result of its use in the mediation.
        Either
        Member may seek equitable relief prior to the mediation to preserve the status
        quo pending the completion of that process. Except for such an action to
        obtain
        equitable relief, neither Member may commence a civil action with respect
        to a
        Dispute until after the completion of the initial mediation session, or [***]
        after the date of filing the written request for mediation, whichever occurs
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      commencement
        of a civil action, if the Members so desire. The provisions of this Section
        may
        be enforced by any court of competent jurisdiction, and the Member seeking
        enforcement shall be entitled to an award of all costs, fees and expenses,
        including attorneys’ fees, to be paid by the Member against whom enforcement is
        ordered.

       

      17.7  Event
        of Default.

       

      (A)  An
        “Event
        of Default”
shall
        occur if a Member (the “Defaulting
        Member”)
        fails
        to perform any material obligation under this Agreement or any of the Joint
        Venture Documents to which it is a party.

       

      (B)  Upon
        the
        occurrence of an Event of Default, the Joint Venture Company and the other
        Member (the “Non-Defaulting
        Member”)
        shall
        each have the right to deliver to the Defaulting Member notice (a “Notice
        of Default”).
        The
        Notice of Default shall set forth the nature of the obligations that the
        Defaulting Member has failed to perform. If the Defaulting Member fails to
        cure
        the Event of Default within the Cure Period, the Non-Defaulting Member may
        take
        any of the actions set forth in Section 17.7(C). For purposes hereof,
“Cure
        Period”
means
        a
        period commencing on the date that the Notice of Default is provided by the
        Non-Defaulting Member or the Joint Venture Company and ending (i) thirty
        (30) days after Notice of Default is so provided, or (ii) in the case of
        any obligation (other than an obligation to pay money) which cannot reasonably
        be cured within such thirty (30) day period, such longer period not to exceed
        one hundred twenty (120) days after the Notice of Default as is necessary
        to
        effect a cure of the Event of Default, so long as the Defaulting Member
        diligently attempts to effect a cure throughout such period.

       

      (C)  Upon
        the
        occurrence of an Event of Default and the expiration of the Cure Period set
        forth in Section 17.7(B), the Non-Defaulting Member may request the Joint
        Venture Company to pursue all legal and equitable rights and remedies against
        the Defaulting Member available to it (subject to any limitations in the
        agreement containing the obligation that was not performed) or may pursue
        its
        own legal and equitable rights and remedies against the Defaulting Member
        (subject to any limitations in the agreement containing the obligation that
        was
        not performed); provided,
        however,
        that
        the Non-Defaulting Member may seek dissolution of the Joint Venture Company
        under such circumstances only if expressly permitted pursuant to Section
        13.1(A)(4). The Defaulting Member shall pay all costs, including attorneys’
fees, incurred by the Joint Venture Company and the other Member in pursuing
        such legal remedies.

       

      17.8  Specific
        Performance.
        The
        Parties agree that irreparable damage will result if this Agreement is not
        performed in accordance with its terms, and the parties agree that any damages
        available at law for a breach of this Agreement would not be an adequate
        remedy.
        Therefore, the provisions hereof and the obligations of the parties hereunder
        shall be enforceable in a court of equity, or other tribunal with jurisdiction,
        by a decree of specific performance, and appropriate preliminary or permanent
        injunctive relief may be applied for and granted in connection therewith.
        Except
        as otherwise limited by this Agreement, such remedies and all other remedies
        provided for in this Agreement shall, however, be cumulative and not exclusive
        and shall be in addition to any other remedies that a party may have under
        this
        Agreement; provided,
        however,
        that in
        no event shall the dissolution of the Joint Venture Company be permitted
        unless
        it is expressly permitted by Section 13.1(A).

       

      
        
          
          

        

        
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      17.9  Tax
        Matters.
        Notwithstanding anything in this Article 17 to the contrary, the resolution
        of
        disputes concerning tax matters governed by Section 10.6(B) shall be governed
        by
        Section 10.6(B) of this Agreement.

       

      ARTICLE
        18.  

      MISCELLANEOUS
        PROVISIONS

       

      18.1  Notices.
        All
        notices to the Joint Venture Company shall be sent addressed to the Authorized
        Officers, or the Chief Executive Officer, as applicable, at the Joint Venture
        Company’s principal place of business. All notices to a Member shall be sent
        addressed to such Member at the address as may be specified by the Member
        from
        time to time in a notice to the Joint Venture Company, provided
        that the
        initial notice address for each Member is as follows:

       

      (A)  if
        to
        Intel:

       

      Intel
        Corporation

      2200
        Mission College Blvd.

      Mailstop
        SC4-203

      Santa
        Clara, CA 95054

      Attention:
        General Counsel

      Facsimile:
        (408) 653-8050

       

      with
        a
        copy to:

       

      Intel
        Corporation

      2200
        Mission College Blvd.

      Mailstop
        RN6-46

      Santa
        Clara, CA 95054

      Attention:
        [***]

      Facsimile:
        [***]

       

      (B)  if
        to
        Micron:

       

      Micron
        Technology, Inc.

      8000
        S.
        Federal Way

      Mail
        Stop
        1-507

      Boise,
        ID
        83716

      Attn:
        General Counsel

      Facsimile:
        (208) 368-4537

       

      All
        notices to a Manager shall be sent addressed to such Manager at the address
        as
        may be specified by the Manager from time to time in a notice to the Joint
        Venture Company. All notices are effective the next day, if sent by recognized
        overnight courier or facsimile, or five (5) days after deposit in the United
        States mail, postage prepaid, properly addressed and return receipt
        requested.

       

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

       

      18.3  Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the successors
        and
        permitted assigns of each party hereto. Except as otherwise specifically
        provided in this Agreement, neither this Agreement nor any right or obligation
        hereunder may be assigned or delegated in whole or in part to any other
        Person.

       

      18.4  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
        Joint Venture Company and the Members any legal or equitable right, remedy
        or
        claim under or in respect of this Agreement or any covenant, condition or
        other
        provision contained herein.

       

      18.5  Choice
        of Law.
        This
        Agreement shall be construed and enforced in accordance with and governed
        by the
        laws of the State of Delaware, without giving effect to the principles of
        conflict of laws thereof.

       

      18.6  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.

       

      18.7  Entire
        Agreement.
        This
        Agreement, together with the Appendices, Exhibits and Schedules hereto and
        the
        agreements (including the Confidentiality Agreement) and instruments expressly
        provided for herein, together with any written agreements entered into
        contemporaneously with this Agreement, as all of the foregoing may be amended
        from time to time, 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.

       

      18.8  Severability.
        Should
        any provision of this Agreement be deemed in contradiction with the laws
        of any
        jurisdiction in which it is to be performed or unenforceable for any reason,
        such provision shall be deemed null and void, but this Agreement shall remain
        in
        full force in all other respects. Should any provision of this Agreement
        be or
        become ineffective because of changes in Applicable 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.

       

      18.9  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.

       

      18.10  Further
        Assurances.
        Each
        Member shall execute such deeds, assignments, endorsements, evidences of
        transfer and other instruments and documents and shall give such further
        assurances as shall be necessary to perform such Member’s obligations hereunder.
        The 

       

      
        
          
          

        

        
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      obligations
        of the Members set forth in this Section 18.10 shall survive the termination
        of
        this Agreement.

       

      18.11  Consequential
        Damages.
        No
        party shall be liable to any other party under any legal theory for indirect,
        special, incidental, consequential or punitive damages, or any damages for
        loss
        of profits, revenue or business, even if such party has been advised of the
        possibility of such damages.

       

      18.12  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
        a state
        or federal court located in Delaware and each of the parties to this Agreement
        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
        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. 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.

       

      18.13  Confidential
        Information.

       

      (A)  The
        Members shall abide by the terms of that certain Mutual Confidentiality
        Agreement between Micron, Intel and the Joint Venture Company dated as of
        the
        Effective Date, and as may be amended or replaced from time to time (the
        “Confidentiality
        Agreement”),
        which
        agreement is incorporated herein by reference with respect to the Joint Venture
        Company, its Subsidiaries and the Facilities Companies and the activities
        of the
        Joint Venture Company, its Subsidiaries and the Facilities Companies. The
        Members agree that the Confidentiality Agreement shall govern the
        confidentiality and non-disclosure obligations between the Members respecting
        the information provided or disclosed pursuant to this Agreement as such
        information relates to the Joint Venture Company, its Subsidiaries and the
        Facilities Companies and their activities.

       

      (B)  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 Agreement, notwithstanding such
        expiration or termination, for the duration of the term of this Agreement
        or
        until a new Confidentiality Agreement is entered into between the Members.
        To
        the extent there is a conflict between this Agreement and the Confidentiality
        Agreement, the terms of this Agreement shall control.

       

      (C)  The
        terms
        and conditions of this Agreement shall be considered “Confidential
        Information”
under
        the Confidentiality Agreement for which each of Micron and Intel is considered
        a
“Receiving Party” under such Confidentiality Agreement.

       

      18.14  Certain
        Interpretive Matters.

       

      (A)  Unless
        the context requires otherwise, (1) all references to Sections, Articles,
        Exhibits, Appendices or Schedules are to Sections, Articles, Exhibits,
        Appendices or Schedules of or to this Agreement, (2) each of the Schedules
        will apply only to the 

       

      
        
          
          

        

        
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      corresponding
        Section or subsection of this Agreement, (3) each accounting term not
        otherwise defined in this Agreement has the meaning commonly applied to it
        in
        accordance with GAAP, except as modified by the definition of “Modified GAAP, “
(4) words in the singular include the plural and visa versa, (5) the
        term “including”
means
        “including without limitation,” (6) the terms “herein,”
        “hereof,”
        “hereunder”
and
        words of similar import shall mean references to this Agreement as a whole
        and
        not to any individual section or portion hereof, and (7) capitalized terms
        followed by phrases such as “under
        any Applicable Joint Venture Agreement”
or
        “pursuant
        to any Applicable Joint Venture Agreement”
shall
        have the respective meanings ascribed to such terms under the Applicable
        Joint
        Venture Agreement. All references to “$”
or
        dollar amounts will be to lawful currency of the United States of America.
        All
        references to “$”
or
        dollar amounts, or “%”
or
        percent or percentages, shall be to precise amounts and not rounded up or
        down.
        All references to “day”
or
        “days”
will
        mean calendar days. All references to matters “unanimously
        agreed in writing by the Members”
refer
        to other written agreements that remain effective that were entered into
        on or
        prior to the date hereof or written agreements entered into by the Members
        at
        some later date.

       

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

       

      [Signature
        Page Follows]

      



      
        
          
             

            


          

          
          

        

        
          71

          
            

          

        

        
          
          

          
          

        

      



      IN
        WITNESS WHEREOF, the undersigned being all of the Members of IM Flash
        Technologies, LLC organized under the Act, have executed this Agreement as
        of
        the date and year first above written.

       

      


       

      
        	
                INTEL
                  CORPORATION

                 

                 

                By: __/s/
                  Ravi Jacob_______________   

                 

                Name:
                  ___Ravi
                  Jacob______________

                 

                Title:
                    _Vice
                  President FES, Treasurer___

              
	 
	 
	
                MICRON
                  TECHNOLOGY, INC.

                
 

                By:
                   /s/
                  W.G. Stover, Jr.____________  

                 

                Name:
                  ___W.G. Stover, Jr._________   

                 

                Title:
                    V.P.
                  of Finance and CFO______

              


      

      


      


      


      THIS
        IS THE SIGNATURE PAGE FOR THE

      
        AMENDED
          AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF IM FLASH
          TECHNOLOGIES, LLC 

        ENTERED
          INTO BY AND BETWEEN

        INTEL
          CORPORATION AND MICRON TECHNOLOGY, INC.

      

      


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      APPENDIX
        A

       

      IM
        FLASH TECHNOLOGIES, LLC


       

      DEFINITIONS

       

      “[***]
        Fab”
means
        a
        Fab that has [***] construction, Tool Install and equipment and process
        qualification, including all related facilities necessary to commence production
        of semiconductor devices and such production output has reached a minimum
        level
        of [***]% of its intended high volume output level (as measured in Wafer
        Starts
        per week).

       

      “Accountants”
shall
        have the meaning set forth in Section 10.4(C) of this Agreement.

       

      “Accumulated
        Distributions Account”
shall
        have the meaning set forth in Section 5.1(C) of this Agreement.

       

      “Act”
shall
        have the meaning set forth in Section 1.1 of this Agreement.

       

      “Additional
        Capital Contributions”
shall
        have the meaning set forth in Section 2.3(C) of this
        Agreement.

       

      “Adjusted
        Contribution Amount”
        means,
        after a Change in Consolidating Member, an amount equal to the sum of (i)
        the
        Consolidating Member’s Pro
        Rata Share
        of
        a given Additional Capital Contribution and (ii) the portion of the Former
        Consolidating Member’s Pro
        Rata
        Share of
        such Additional Capital Contribution that such Former Consolidating Member
        is
        not [***].

       

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

       

      “Affiliate
        Agreements”
shall
        have the meaning set forth in Section 12.2(B)(1) of this Agreement.

       

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

       

      “Annual
        Budget”
shall
        have the meaning set forth in Section 11.2(B) of this Agreement.

       

      “Applicable
        Fiscal Quarter”
means
        Micron’s first fiscal quarter in its [***] fiscal year.

       

      “Applicable
        Joint Venture”
or
        “Applicable
        Joint Ventures”
means
        the entities listed on Schedule
        5,
        as such
        Schedule may be amended from time to time by the unanimous written agreement
        of
        the Members.

       

      “Applicable
        Joint Venture Agreements”
means
        the agreements listed on Schedule
        5,
        as such
        Schedule may be amended from time to time by the unanimous written agreement
        of
        the Members.

       

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

       

      
        
          
          

        

        
          Appendix
            A-1

          
            

          

        

        
          
          

        

      

      “Appointing
        Member”
shall
        have the meaning set forth in Section 6.2(B) of this Agreement.

       

      “Appraiser”
means
        two nationally recognized investment banking firms (one to be selected by
        each
        Member) and a manufacturing equipment reseller (mutually agreed upon by the
        two
        investment banking firms).

       

      “Approved
        Business Plan”
means
        either an Undisputed Approved Business Plan or a Disputed Approved Business
        Plan, as in effect from time to time.

       

      “Assembly
        Plan”
means
        an assembly plan set forth in the Operating Plan, as more particularly described
        in Section 11.6(A)(2) of this Agreement.

       

      “Associated
        Assets”
means,
        with respect to any Fab, the Joint Venture Equipment, inventory and other
        tangible personal property owned by the Joint Venture Company or any of its
        Subsidiaries and located at that Fab on the date of the Liquidating Event
        or
        thereafter and all rights and obligations pursuant to contracts, permits,
        governmental approvals and governmental concessions and incentives associated
        with such Fab, Joint Venture Equipment, inventory or other tangible personal
        property, including all liabilities exclusively associated with such Fab,
        except
        for assets sold or disposed of in any of the following transactions that
        occurs
        after the Liquidating Event: (a) the sale of inventory in the ordinary
        course; (b) the sale or other disposition of obsolete or surplus equipment
        or other assets to third parties in the ordinary course in arm’s-length
        transactions; and (c) the sale of any other asset with the approval of the
        Board of Managers. Any transfer of Associated Assets under this Agreement
        shall
        include the assumption by the transferee of the liabilities exclusively
        associated with such Fab.

       

      “Authorized
        Officers”
means
        both the Intel Executive Officer and the Micron Executive Officer.

       

      “Authorized
        Representative”
means
        the principal executive officer of either Member or any other individual
        unanimously agreed in writing by the Members to be an authorized representative
        of a given Member.

       

      “Bankruptcy”
shall
        have the meaning set forth in Section 13.1(B) of this Agreement.

       

      “Board
        of Managers”
shall
        have the meaning set forth in Section 6.1 of this Agreement.

       

      “Boise
        Supply Agreement”
means
        that certain agreement, dated as of the Effective Date, between Micron and
        the
        Joint Venture Company to supply products to the Joint Venture
        Company.

       

      “Book”
shall
        have the meaning set forth in Appendix B
        to this
        Agreement.

       

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

       

      
        
          
          

        

        
          Appendix
            A-2

          
            

          

        

        
          
          

        

      

      “Buyout
        Determination Date”
shall
        have the meaning set forth in Section 13.2 of this Agreement.

       

      “[***]
        Value”
means
        either (a) or (b) below, determined as follows: each Member shall select
        its own
        Appraiser and the two Appraisers shall mutually select a third Appraiser.
        Each
        Appraiser shall conduct its own independent appraisal to determine the [***]
        Value, and the average of the two (2) determinations that are the closest
        in
        value shall be the [***] Value.

       

      (a)  With
        respect to any Facility or U.S. Facilities Company that owns or leases such
        Facility ( [***], which are provided for in (b) below), the [***] of the
        applicable Facility or [***] of the applicable U.S. Facilities Company, as
        the
        case may be, as of the date [***]. The Appraisers shall be instructed to
        consider all factors that in their professional opinion may affect [***]
        of the
        applicable Facility or U.S. Facilities Company, as the case may be, but in
        any
        event [***] Member or the Joint Venture Company.

       

      (b)  With
        respect to [***], or the [***] in the U.S. Facilities Company that [***],
        the
        [***] thereof, as of the date [***] (and the Appraisers shall be instructed
        to
        consider all factors that in their professional opinion may affect the [***]
        of
        the [***] or the [***] in the U.S. Facilities Company that [***]); provided,
        however,
        that if
        [***], the [***] Value of the [***], or the [***] in the U.S. Facilities
        Company
        that [***], shall be the [***], as of the [***].

       

      “Cap
        Amount”
shall
        have the meaning set forth in Section 12.4(A) of this Agreement.

       

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

       

      “Capital
        Contribution”
means,
        for each Member, any amount contributed or deemed to be contributed to the
        Joint
        Venture Company as a capital contribution, including (without duplication
        of any
        capital contribution in clauses (i) - (v)):

       

      	(i)  	
              the
                Initial Capital Contribution made by such
                Member;

            


       

      	(ii)  	
              any
                Additional Capital Contributions (including any contributions made
                under
                Section 2.4) made by such Member;

            


       

      	(iii)  	
              any
                portion of a Make-Up Contribution made by such Member equal to the
                amount
                of the principal balance of the Member Note repaid with the Make-Up
                Contribution;

            


       

      	(iv)  	
              any
                other capital contributions made by such Member to the Joint Venture
                Company as the Members may agree in writing or as provided in the
                Joint
                Venture Documents; and

            


       

      	(v)  	
              any
                capital contribution deemed made by such Member upon conversion,
                contribution or transfer to the Joint Venture Company of a Member
                Note.

            


       

      “Capital
        Contribution Balance”
means,
        for each Member, the sum of all Capital Contributions made to the Joint Venture
        Company by such Member, minus the sum of any capital contributions returned
        or
        refunded to such Member pursuant to Article 2 or Article 3. As

       

      
        
          
          

        

        
          Appendix
            A-3

          
            

          

        

        
          
          

        

      

       of
        the Effective Date, each Member shall, for purposes of determining its Capital
        Contribution Balance, receive full credit for its Initial Capital
        Contribution.

       

      “Certificate”
shall
        have the meaning set forth in Section 1.1 of this Agreement.

       

      “Chairman”
shall
        have the meaning set forth in Section 6.2(C) of this Agreement.

       

      “Change
        in Consolidating Member” means
        a
        change in the Member that is required under GAAP to consolidate the financial
        results of the Joint Venture Company with its financial results.

       

      “Chief
        Executive Officer”
shall
        have the meaning set forth in Section 8.4 of this Agreement.

       

      “Chief
        Financial Officer”
shall
        have the meaning set forth in Section 8.3(D) of this Agreement.

       

      “Code”
means
        the Internal Revenue Code of 1986, as amended.

       

      “Committed
        Capital”
means,
        for a Member, on a given date, the sum of (1) the Capital Contribution Balance
        of such Member through such date and (2) the principal and accrued interest
        (provided,
        that
        for purposes of this definition, accrued interest shall be accrued only on
        the
        first day of each Fiscal Month) owed to such Member under any Member Debt
        Financing outstanding on such date.

       

      “Competition
        Laws”
means
        the Sherman Antitrust Act of 1890, as amended, the Clayton Act of 1914, as
        amended, the HSR Act, the Federal Trade Commission Act, as amended, and all
        other domestic or foreign Applicable Laws issued by a domestic or foreign
        Governmental Entity that are designed or intended to prohibit, restrict or
        regulate actions having the purpose or effect of monopolization or restraint
        of
        trade or lessening of competition through merger or acquisition.

       

      “Competitively
        Sensitive Information”
        means
        any information, in whatever form, that has not been made publicly available
        relating to products and services that a Member sells in competition with
        the
        other Member at the execution of this Agreement or thereafter during the
        Term
        including, without limitation, NAND Flash Memory Product, to the extent
        such information of the Member selling such products and services includes
        price
        or any element of price, customer terms or conditions of sale, Member-specific
        costs, volume of sales, output (but not including the Joint Venture Company’s
        output), or bid terms of the foregoing type and such similar information as
        is specifically identified electronically or in writing to the Joint Venture
        Company by a Member as competitively sensitive information.

       

      “Completion”
with
        respect to a Fab, means the time at which the Fab has successfully completed
        Process Qualification/Certification and is capable of manufacturing completed
        semiconductor devices.

       

      “Confidentiality
        Agreement”
shall
        have the meaning set forth in Section 18.13 of this Agreement.

       

      
        
          
          

        

        
          Appendix
            A-4

          
            

          

        

        
          
          

        

      

      “Conforming
        Wafer”
means
        a
        NAND Flash Memory Wafer with greater than [***] percent ([***]%) functional
        die,
        or that is otherwise accepted by a Member.

       

      “Consolidating
        Floor Amount”
shall
        have the meaning set forth in Section 12.4(B) of this Agreement.

       

      “Consolidating
        Member”
means
        the Member that is required to consolidate the financial results of the Joint
        Venture Company with its financial results under GAAP.

       

      “Consolidating
        Option Percent”
shall
        have the meaning set forth in Section 12.4(B) of this Agreement.

       

      “Continuing
        Mandatory Notes”
shall
        have the meaning set forth in Section 3.1(E) of this
        Agreement.

       

      “Cure
        Period”
shall
        have the meaning set forth in Section 17.7(B) of this Agreement.

       

      “Deadlock”
shall
        have the meaning set forth in Section 17.1 of this Agreement.

       

      “Defaulting
        Member”
shall
        have the meaning set forth in Section 17.7(A) of this Agreement.

       

      “DGCL”
means
        the Delaware General Corporation Law (Del. Code Ann. tit. 8 §§101 et
        seq.).

       

      “Dispute”
shall
        have the meaning set forth in Section 17.5 of this Agreement.

       

      “Disputed
        Approved Business Plan”
shall
        have the meaning set forth in Section 11.2(D)(2) of this
        Agreement.

       

      “Distribution
        Entitlement”
means
        with respect to any proposed distribution under Section 5.1(A)(4) to a Member,
        the amount, if any, equal to the Member’s Sharing Interest (as such Sharing
        Interest is determined immediately after any payments made under Sections
        5.1(A)(1), (2) and (3)) multiplied by the aggregate, cumulative distributions
        (not including any payments made pursuant to Sections 5.1(A)(1), (2) and
        (3) but
        including the amount to be distributed to such Member in such proposed
        distribution under Section 5.1(A)(4)).

       

      “Divestiture
        Action”
shall
        have the meaning set forth in Section 15.1(C)(5) of this Agreement.

       

      “DRAM”
has
        the
        meaning set forth in that certain [***] Agreement, dated [***], between Intel
        and Micron.

       

      “Economic
        Interest”
        means,
        for each Member, a percentage determined from time to time by dividing the
        Committed Capital of such Member at the time of determination by the aggregate
        Committed Capital of all Members at the time of determination.

       

      “Effective
        Date”
shall
        mean January 6, 2006.

       

      
        
          
          

        

        
          Appendix
            A-5

          
            

          

        

        
          
          

        

      

      “Event
        of Default”
shall
        have the meaning set forth in Section 17.7(A) of this Agreement.

       

      “Executive
        Indemnified Party”
shall
        have the meaning set forth in Section 14.2(A) of this
        Agreement.

       

      “[***]
        Budget”
shall
        have the meaning set forth in Section 11.1(B) of this
        Agreement.

       

      “[***]
        Capital Contribution”
shall
        mean an Additional Capital Contribution of funds required by the Joint Venture
        Company as set forth in the [***] Budget of the Initial Business Plan, as
        it may
        be modified in accordance with Section 11.1(C)(2).

       

      “Fab”
means
        a
        manufacturing facility for manufacturing NAND Flash Memory Wafers and shall
        include the related automated material handling system (AMHS), process tools,
        and support tools/fixtures used for manufacturing NAND Flash Memory Wafers
        in
        the cleanroom, sub fab and all related laboratories. It also includes all
        non-clean support equipment and gas and chemical delivery systems required
        to
        support the production tools in the Fab.

       

      “Fab
        Criteria”
means
        a
        Fab capable of producing a minimum of [***] and a maximum of [***] Wafer
        Starts
        per week.

       

      “Facilities
        Company”
means
        a
        U.S. Facilities Company or a Foreign Facilities Company.

       

      “Facility”
means
        a
        Fab and its Associated Assets that are owned or leased by the Joint Venture
        Company or any of its Subsidiaries.

       

      “Filing”
shall
        have the meaning set forth in Section 15.1 of this Agreement.

       

      “Filing
        Event”
shall
        have the meaning set forth in Section 15.1 of this Agreement.

       

      “Financial
        Officer” shall
        have the meaning set forth in Section 8.3(D) of this Agreement.

       

      “First
        Singapore Fab”
means
        the initial Fab that is, or is to be, located in Singapore and owned or leased
        by the Singapore Joint Venture Company as contemplated by the Singapore Initial
        Business Plan existing on the date of the Singapore Agreement.

       

      “Fiscal
        Month”
means
        the fiscal month of the Joint Venture Company as determined by the Board
        of
        Managers from time to time, and, initially, the period commensurate with
        Micron’s fiscal month; provided
        that, if
        the Member with whom the Joint Venture Company’s financial statements are
        consolidated changes prior to the end of any Fiscal Month, the Fiscal Month
        shall, at such Member’s discretion, change to be commensurate with the Fiscal
        Month of such Member at such time as such Member may thereafter
        specify.

       

      “Fiscal
        Quarter”
means
        the fiscal quarter of the Joint Venture Company as determined by the Board
        of
        Managers from time to time, and, initially, the period commensurate with
        Micron’s fiscal quarter; provided
        that, if
        the Member with whom the Joint Venture Company’s financial statements are
        consolidated changes prior to the end of any Fiscal Quarter, the Fiscal


       

      
        
          
          

        

        
          Appendix
            A-6

          
            

          

        

        
          
          

        

      

      Year
        shall, at such Member’s discretion, change to be commensurate with the Fiscal
        Quarter of such Member at such time as such Member may thereafter
        specify.

       

      “Fiscal
        Year”
means
        the fiscal year of the Joint Venture Company as determined by the Board of
        Managers from time to time, and corresponding to the fiscal year of the Member
        having the greater Percentage Interest, initially, the period commencing
        as of
        the Effective Date and ending August 31, 2006 and thereafter a fifty-two
        (52) or
        fifty-three (53) week period ending on the Thursday closest to August 31
        of each
        year; provided
        that, if
        the Member with whom the Joint Venture Company’s financial statements are
        consolidated changes prior to the end of any Fiscal Year, the Fiscal Year
        shall,
        at such Member’s discretion, change to be commensurate with the Fiscal Year of
        such Member at such time as such Member may thereafter specify.

       

      “Flash
        Memory Integrated Circuit”
means
        a
        non-volatile memory integrated circuit that contains memory cells that are
        electrically programmable and electrically erasable whereby the memory cells
        consist of one or more transistors that have a floating gate, charge-trapping
        regions or any other functionally equivalent structure utilizing one or more
        different charge levels (including binary or multi-level cell structures)
        with
        or without any on-chip control, I/O and other support circuitry.

       

      “Floor
        Amount”
shall
        have the meaning set forth in Section 12.4(A) of this Agreement.

       

      “Foreign
        Facilities Company”
means
        a
        separate legal entity that owns or leases a Facility outside of the United
        States, the equity of which is owned by the Members or their
        Relatives.

       

      “Former
        Consolidating Member”
means
        the Member that was required to consolidate the financial results of the
        Joint
        Venture Company with its financial results under GAAP immediately prior to
        a
        Change in Consolidating Member.

       

      “Funding
        Member”
shall
        have the meaning set forth in Section 3.1(A) of this Agreement.

       

      “Funding
        Member Portion”
means
        that portion of the amount of a Funding Member’s Additional Capital Contribution
        that is deemed to be a loan (rather than a Capital Contribution) as part
        of a
        Member Debt Financing, which amount is determined by [***] the Funding Member’s
        [***] of such Additional Capital Contribution (whether or not contributed
        in
        full) [***] is the amount actually loaned to the Joint Venture Company by
        the
        Funding Member in respect of the Shortfall Amount and the [***] is the
        Non-Funding Member’s [***] of the Additional Capital Contribution.

       

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

       

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

       

      
        
          
          

        

        
          Appendix
            A-7

          
            

          

        

        
          
          

        

      

      “HSR
        Act”
means
        the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
        amended.

       

      “Indemnified
        Party”
shall
        have the meaning set forth in Section 14.2(A) of this Agreement.

       

      “Independent
        Member”
shall
        have the meaning set forth in Section 6.3(B)(1) of this Agreement.

       

      “Initial
        Business Plan”
shall
        have the meaning set forth in Section 11.1(A) of this
        Agreement.

       

      “Initial
        Capital Contribution”
means
        the total amount of money or other property initially contributed or agreed
        to
        be contributed to the Joint Venture Company by a Member pursuant to Section
        2.1,
        as set forth on Appendix D.

       

      “Initial
        Period”
shall
        have the meaning set forth in Section 11.1(A) of this Agreement.

       

      “Initial
        Term”
shall
        have the meaning set forth in Section 1.3 of this Agreement.

       

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

       

      “Intel
        Additional Cash”
shall
        have the meaning set forth on Appendix
        D.

       

      “Intel
        Executive Officer”
shall
        have the meaning set forth in Section 8.1(A) of this Agreement.

       

      “Intel
        Initial Contributed Assets”
means
        the total amount of money or other property contributed or agreed to be
        contributed to the Joint Venture Company by Intel as of the Effective Date,
        as
        described on Appendix D.

       

      “Intel
        Matter”
shall
        have the meaning set forth in Section 17.3 of this Agreement.

       

      “Intel
        Maximum Incremental Capital Amount”
means
        $[***].
        Such amount does not include any funds contributed as part of Intel’s Initial
        Capital Contribution.

       

      “Intel
        Personnel Secondment Agreement”
means
        that certain Intel Personnel Secondment Agreement, dated as of the Effective
        Date, by and between the Joint Venture Company and Intel, as
        amended.

       

      “Intel
        [***]”
        has the meaning set forth in that certain [***] Agreement, dated [***], between
        Intel and Micron.

       

      “Intellectual
        Property Rights”
shall
        have the meaning set forth in Section 10.5(B)(6) of this Agreement.

       

      “Interest”
means
        the ownership interest of a Member in the Joint Venture Company, including
        any
        and all benefits to which a Member may be entitled under this Agreement and
        the
        obligations of a Member under this Agreement, including, without limitation,
        the
        right to vote or 

       

      
        
          
          

        

        
          Appendix
            A-8

          
            

          

        

        
          
          

        

      

      to
        participate in the management of the Joint Venture Company, and the right
        to
        information concerning the business and affairs of the Joint Venture Company
        and
        its Subsidiaries.

       

      “Interested
        Member”
shall
        have the meaning set forth in Section 6.3(B)(1) of this Agreement.

       

      “Interested
        Member Transaction”
shall
        have the meaning set forth in Section 6.3(B)(2) of this Agreement.

       

      “Issuance
        Date”
shall
        have the meaning set forth in Section 3.1(C) of this Agreement.

       

      “JAMS”
means
        Judicial Arbitration and Mediation Services.

       

      “Joint
        Development Committee”
shall
        have the meaning ascribed to such term in the Joint Development Program
        Agreement, dated as of the Effective Date, between Micron and
        Intel.

       

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

       

      “Joint
        Venture Documents”
shall
        have the meaning ascribed to such term in the Master Agreement.

       

      “Joint
        Venture Equipment”
means
        all of the personal property, equipment and tangible assets owned by the
        Joint
        Venture Company or any of its Subsidiaries.

       

      “Joint
        Venture Products”
means
        all NAND Flash Memory Products and any other memory products that the Joint
        Venture Company and its Subsidiaries shall produce.

       

      “Joint
        Venture Reportable Event”
shall
        have the meaning set forth in Section 10.5(B) of this
        Agreement.

       

      “Lead
        Controller”
shall
        have the meaning set forth in Section 8.3(A) of this Agreement.

       

      “Lehi
        Fab”
means
        the Fab to be built out by the Joint Venture Company or one of its Subsidiaries
        at Lehi, Utah.

       

      “Lehi
        Lease”
shall
        have the meaning ascribed to such term in the Master Agreement.

       

      “Lehi
        Property”
means
        the Lehi Contributed Property (as defined in the Lehi Lease) and all personal
        property, equipment and other tangible assets that are conveyed to the Joint
        Venture Company pursuant to the Lehi Bill of Conveyance.

       

      “[***]”
means
        the [***] in effect from time to time (as reported in the [***]).

       

      “Liquidating
        Event”
shall
        have the meaning set forth in Section 13.1(A) of this Agreement.

       

      
        
          
          

        

        
          Appendix
            A-9

          
            

          

        

        
          
          

        

      

      “Liquidation
        Date”
shall
        have the meaning set forth in Section 13.13(A) of this Agreement.

       

      “Loan
        Amount”
means
        [***] (1) the [***] of (a) the Non-Funding Member’s full Pro
        Rata Share
        of an
        Additional Capital Contribution, [***] (b) a [***] is the amount of the
        Additional Capital Contribution actually contributed by the Funding Member
        and
        the [***] is the Funding Member’s [***] of such Additional Capital Contribution
        and (2) the amount of such Additional Capital Contribution actually contributed
        by the Non-Funding Member.

       

      “Majority
        Member”
shall
        have the meaning set forth in Section 12.5(A) of this Agreement.

       

      “Make-Up
        Contribution”
means
        a
        Capital Contribution made by a Non-Funding Member in respect of a Shortfall
        Amount (but not including any interest thereon).

       

      “Management
        Conversion Date”
shall
        have the meaning set forth in Section 8.1(A) of this Agreement.

       

      “Manager”
shall
        have the meaning set forth in Section 6.2(A) of this Agreement.

       

      “Mandatory
        Equalization Note” shall
        have the meaning set forth in Section 3.1(B) of this Agreement.

       

      “Mandatory
        Member Debt Financing”
means
        Member Debt Financing made in accordance with Section 3.1 of this
        Agreement.

       

      “Mandatory
        Notes” shall
        have the meaning set forth in Section 3.1(B) of this Agreement.

       

      “Mandatory
        Shortfall Note” shall
        have the meaning set forth in Section 3.1(B) of this Agreement.

       

      “Manufacturing
        Committee”
means
        a
        manufacturing committee established by the unanimous written agreement of
        the
        Members.

       

      “Manufacturing
        Plan”
means
        a
        manufacturing plan set forth in the Operating Plan, as described more
        particularly in Section 11.6(A)(1) of this Agreement.

       

      “Master
        Agreement”
means
        that certain Master Agreement, by and between Intel and Micron, dated as
        of
        November 18, 2005.

       

      “Maximum
        Incremental Capital Amount”
means
        $[***].
        Such amount does not include any funds contributed as Initial Capital
        Contributions.

       

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

       

      “Member
        Business Plan”
shall
        have the meaning set forth in Section 11.2(D)(2) of this Agreement.

       

      
        
          
          

        

        
          Appendix
            A-10

          
            

          

        

        
          
          

        

      

      “Member
        Change of Control”
means
        (i) any consolidation, merger, recapitalization, liquidation or other
        extraordinary transaction involving a Member pursuant to which such Member’s
        stockholders immediately prior to such consolidation, merger, recapitalization,
        liquidation or other extraordinary transaction own, immediately after such
        consolidation, merger, recapitalization, liquidation or other extraordinary
        transaction securities representing less than 50% of the combined voting
        power
        of all voting securities of the surviving entity; (ii) any transaction or
        series of related transactions as a result of which securities representing
        50%
        or more of the combined voting power of all voting securities of such Member
        are
        sold, conveyed, transferred, assigned or pledged, either directly or indirectly,
        to persons other than such Member’s stockholders immediately prior to such
        transaction or series of transactions; or (iii) the sale, conveyance,
        transfer or assignment, either directly or indirectly, of all or substantially
        all of the assets of such Member, in one transaction or a series of related
        transactions, to a person that does not control, is not controlled by and
        is not
        under common control with such Member.

       

      “Member
        Debt Financing” as
        of any
        date shall mean all loans to the Joint Venture Company under Article 3 of
        this
        Agreement.

       

      “Member
        [***] Budget”
shall
        have the meaning set forth in Section 11.1(C)(2)(a)(ii) of this
        Agreement.

       

      “Member
        [***] Budget”
shall
        have the meaning set forth in Section 11.1(C)(2)(b)(ii) of this
        Agreement.

       

      “Member
        Notes”
means
        any promissory notes issued under Article 3 of this Agreement, including a
        Mandatory Shortfall Note, Mandatory Equalization Note, Continuing Mandatory
        Note, Optional [***] Shortfall Note, Optional [***] Equalization Note or
        Optional Other Shortfall Note outstanding pursuant to the terms of this
        Agreement.

       

      “Member
        Plan Amendment”
shall
        have the meaning set forth in Section 11.2(E)(4) of this
        Agreement.

       

      “Member
        Reportable Events”
shall
        have the meaning set forth in Section 10.5(A) of this Agreement.

       

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

       

      “Micron
        Additional Cash”
shall
        have the meaning set forth on Appendix
        D.

       

      “Micron
        Executive Officer”
shall
        have the meaning set forth in Section 8.2(A) of this Agreement.

       

      “Micron
        Initial Contributed Assets”
means
        the total amount of money or other property contributed or agreed to be
        contributed to the Joint Venture Company by Micron as of the Effective Date,
        as
        described on Appendix D.

       

      “Micron
        Matter”
shall
        have the meaning set forth in Section 17.4 of this Agreement.

       

      
        
          
          

        

        
          Appendix
            A-11

          
            

          

        

        
          
          

        

      

      “Micron
        Maximum Incremental Capital Amount”
means
        $1,457,904,917.
        Such amount does not include any funds contributed as part of Micron’s Initial
        Capital Contribution.

       

      “Micron
        Minority Closing”
shall
        have the meaning set forth in Section 12.5(C)(1) of this
        Agreement.

       

      “Micron
        [***]
        Purchase Option”
means
        any covenant unanimously agreed in writing by the Members that grants Micron
        the
        right to purchase the [***] or the [***] of the U.S. Facilities Company that
        [***].

       

      “Micron
        Personnel Secondment Agreement”
means
        that certain Micron Personnel Secondment Agreement, dated as of the Effective
        Date, by and between the Joint Venture Company and Micron, as
        amended.

       

      “Minority
        Closing”
shall
        have the meaning set forth in Section 12.5(A) of this
        Agreement.

       

      “Minority
        Closing Price”
shall
        have the meaning set forth in Section 12.5(B) of this
        Agreement.

       

      “Minority
        Member”
shall
        have the meaning sent forth in Section 12.5(A) of this
        Agreement.

       

      “Model
        of Record”
or
        “MOR”
means
        a
        representation of the POR and TOR for use in determining the number of tools
        required to produce a specific number of semiconductor wafers. The MOR includes
        assumptions used to model overall tool throughput and productivity as well
        as
        assumptions on process yield.

       

      “Modified
        GAAP”
means
        United
        States generally accepted accounting principles as in effect from time to
        time,
        except that: (i) stock-related expenses (including stock options, restricted
        stock, stock appreciation rights, restricted stock units, stock purchase
        programs or any award based on equity of Micron or Intel) associated with
        the
        seconded individuals to the Joint Venture Company will not be recorded or
        disclosed in the financial statements of the Joint Venture Company; and (ii)
        the
        value of any asset contributed or otherwise transferred to the Joint Venture
        Company from a Member shall be the value as agreed upon by the Members at
        the
        time of the contribution or transfer, as applicable, and, if such asset is
        to be
        depreciated or amortized under GAAP, the useful life and method of depreciation
        or amortization for such assets shall be determined by applying the accounting
        policies used by the Joint Venture Company for like assets.  The value of
        the [***], the [***] and the [***] shall be the value specified with respect
        to
        such items in Appendix
        D.

       

      “Monthly
        Flash Report”
means
        operating performance metrics reasonably acceptable to each Member for the
        most
        recent month.

       

      “Monthly
        Operating Report”
shall
        have the meaning set forth in Section 11.6(A)(4) of this
        Agreement.

       

      “MTV
        Assets”
means
        the Associated Assets at the Fab located at the [***].

       

      
        
          
          

        

        
          Appendix
            A-12

          
            

          

        

        
          
          

        

      

      “MTV
        Lease”
shall
        have the meaning ascribed to such term in the Master Agreement.

       

      “NAND
        Flash Memory Die”
means
        a
        discrete integrated circuit die, wherein such die includes at least one NAND
        Flash Memory Integrated Circuit and such die is designed, developed, marketed
        and used primarily as a non-volatile memory die.

       

      “NAND
        Flash Memory Die Package”
means
        a
        discrete integrated circuit package for a NAND Flash Memory Die, including
        TSOP,
        COB, BOC, BGA and FBGA or other type package, wherein such package contains
        only
        one or more NAND Flash Memory Die but no other die.

       

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

       

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

       

      “NAND
        Flash Memory Wafer”
means
        a
        prime wafer that has been processed to the point of containing multiple NAND
        Flash Memory Die and that has undergone Probe Testing, but before singulation
        of
        said die into individual semiconductor die.

       

      “Net
        Book Value”
means,
        with respect to (i) any assets, the value thereof, net of accumulated
        depreciation, amortization and other adjustments, as would be included in
        a
        consolidated balance sheet of the entity owning such assets prepared in
        accordance with Modified GAAP, (ii) any liabilities, the amount thereof as
        would
        be included in a consolidated balance sheet of the entity having the liabilities
        prepared in accordance with Modified GAAP and (iii) any equity security of
        a
        U.S. Facilities Company or other entity, (a) the value of the assets of such
        entity, net of accumulated depreciation, amortization or other adjustments,
        as
        would be included in a consolidated balance sheet of the entity prepared
        in
        accordance with Modified GAAP, minus the amount of the liabilities of such
        entity, as would be included in a consolidated balance sheet of such entity
        prepared in accordance with Modified GAAP, multiplied by (b) a percentage
        equal
        to the percentage of the equity of such entity represented by such equity
        security.

       

      “[***]”
means
        any Fab that is, or is to be, owned or leased by the Joint Venture Company,
        any
        of its Subsidiaries or any Facilities Company other than the [***].

       

      “[***]
        Budget”
shall
        have the meaning set forth in Section 11.1(B).

       

      “[***]
        Capital Contribution”
shall
        mean any Additional Capital Contribution to be made by the Members, as
        contemplated by an Approved Business Plan, to make [***] an Operational Fab,
        but
        only in the event that the [***] for [***] is reasonably expected to begin
        before [***].

       

      
        
          
          

        

        
          Appendix
            A-13

          
            

          

        

        
          
          

        

      

      “[***]”
        means the first Fab that is, or is to be, owned or leased by the Joint Venture
        Company, any of its Subsidiaries or any Facilities Company other than
        [***].

       

      “Non-Defaulting
        Member”
shall
        have the meaning set forth in Section 17.7 of this Agreement.

       

      “Non-Funding
        Member”
shall
        be the Member that is determined not to be the Funding Member in accordance
        with
        Section 3.1(A) of this Agreement.

       

      “Notice
        of Default”
shall
        have the meaning set forth in Section 17.7(B) of this Agreement.

       

      “Operating
        Plan”
shall
        have the meaning set forth in Section 11.6(A) of this Agreement

       

      “Operational
        Fab”
means
        a
        Fab that has completed construction, Tool Install and equipment and process
        qualification, including all related facilities necessary to commence production
        of semiconductor devices and such production output has reached a minimum
        level
        of [***]% of its intended high volume output level (as measured in
        [***]).

       

      “Option
        Percent”
shall
        have the meaning set forth in Section 12.4(A) of this
        Agreement.

       

      “Option
        Price”
shall
        have the meaning set forth in Section 12.5(B) of this
        Agreement.

       

      “Optional
        [***] Equalization Note”
shall
        have the meaning set forth in Section 3.2(B) of this
        Agreement.

       

      “Optional
        [***] Financing”
shall
        have the meaning set forth in Section 3.2(A) of this Agreement.

       

      “Optional
        [***] Loan Amount”
shall
        have the meaning set forth in Section 3.2(B) of this Agreement.

       

      “Optional
        [***] Notes”
shall
        have the meaning set forth in Section 3.2(B) of this Agreement.

       

      “Optional
        [***] Shortfall Note”
shall
        have the meaning set forth in Section 3.2(B) of this
        Agreement.

       

      “Optional
        Other Financing”
shall
        have the meaning set forth in Section 3.3(A) of this Agreement.

       

      “Optional
        Other Shortfall Note”
shall
        have the meaning set forth in Section 3.3(B) of this Agreement.

       

      “Original
        Agreement”
shall
        have the meaning set forth in Recital A of this Agreement.

       

      “Other
        Capital Contributions”
shall
        have the meaning set forth in Section 2.3(C) of this Agreement.

       

      
        
          
          

        

        
          Appendix
            A-14

          
            

          

        

        
          
          

        

      

      “Percentage
        Interest”
        means,
        at
        any time of determination, with respect to any Member, a percentage determined
        by dividing such Member’s Capital Contribution Balance at the time of
        determination by the aggregate Capital Contribution Balances of all Members
        at
        the time of determination.

       

      “Person”
or
        “Persons”
means
        any natural person and any corporation, firm, partnership, trust, estate,
        limited liability company, or other entity resulting from any form of
        association.

       

      “Premises”
shall
        have the meaning ascribed to such term in the [***].

       

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

       

      “Process
        of Record”
or
        “POR”
means
        documents and/or systems that specify a series of operations that a
        semiconductor wafer must process through. The POR includes the process recipes
        and parameters at each operation for the specified Tool of Record.

       

      “Product”
shall
        have the meaning set forth in the Supply Agreements.

       

      “Product
        Design Committee”
shall
        have the meaning set forth in the Product Design Committee
        Agreement.

       

      “Product
        Design Committee Agreement”
shall
        mean the Product Design Committee Agreement, dated as of the Effective Date,
        by
        and between Micron and Intel, as amended.

       

      “Product
        Design Roadmap”
shall
        have the meaning set forth in the Product Design Committee
        Agreement.

       

      “Proposed
        Business Plan”
shall
        have the meaning set forth in Section 11.2(A) of this Agreement.

       

      “Pro
        Rata
        Share”
means
        the pro
        rata
        share of
        a Member determined in accordance with the Members’ respective Percentage
        Interests at the time of the determination.

       

      “Purchase
        Value”
means
        an amount equal to the [***] value to Micron of the right to purchase under
        the
        terms of the Supply Agreement - Micron the output of the Joint Venture Product
        that will be shifted from Micron to Intel as a result of the adjustment in
        the
        Sharing Interests of the Members following the exercise of the purchase right
        (and the resulting shift in the Members’ Capital Contribution Balances) provided
        for in either Section 12.4(A) or Section 12.4(B), such [***]value to be
        determined by a nationally recognized investment bank that is mutually agreeable
        to the Members.

       

      “Relative”
or
        “Relatives”
means,
        with respect to each Member, the entities listed as such Member’s Relatives on
Schedule
        6,
        as such
        Schedule may be amended from to time by (i) the unanimous agreement in writing
        of the Members or (ii) as necessary to reflect any transferee in a 

       

      
        
          
          

        

        
          Appendix
            A-15

          
            

          

        

        
          
          

        

      

      Transfer
        under any Applicable Joint Venture Agreement permitted by and in accordance
        with
        Section 12.2 of any of the Applicable Joint Venture Agreement.

       

      “Remaining
        Assets”
shall
        have the meaning set forth in Section 13.11 of this Agreement.

       

      “Renewal
        Term”
shall
        have the meaning set forth in Section 1.3 of this Agreement.

       

      “Representative”
shall
        have the meaning set forth in Section 8.7(D) of this Agreement.

       

      “Seconded
        Employees”
shall
        have the meaning set forth in Section 9.1 of this Agreement.

       

      “Senior
        Authorized Representative”
means
        any individual unanimously agreed in writing by the Members to be a senior
        authorized representative of a given Member.

       

      “Service
        Provider Related Forms”
shall
        have the meaning set forth in Section 9.3(A) of this Agreement.

       

       

      “Sharing
        Interest”
        means,
        with respect to any Member, the percentage determined by dividing (1) such
        Member’s Committed Capital at the time of determination, by (2) the aggregate
        Committed Capital of all Members at the time of determination; provided,
        however,
        that,
        for purposes of this definition only, Committed Capital shall be adjusted
        as
        follows:

       

      


      (a)  [***]%
        of
        any [***] Capital Contribution that has been made by such Member, but that
        was
        not timely made, shall be deducted from that Member’s Committed Capital and
        added to the other Member’s Committed Capital;

       

      (b)  any
        [***]
        Capital Contribution made, and any loans made or deemed made that are
        represented by Mandatory Notes, within the twelve months prior to the time
        of
        determination shall be deducted from Committed Capital; and 

       

      (c)  any
        Other
        Capital Contributions made, and any loans made or deemed made that are
        represented by Optional Other Shortfall Notes shall be deducted from Committed
        Capital, but the exclusion under this subparagraph (c) shall apply only to
        such
        Capital Contributions and such loans made within (i) the [***] prior to the
        time
        of determination if the Capital Contribution or loan related to [***] Fab,
        other
        than the [***], that was not a [***] at the time the contribution was due
        or
        (ii) the [***] prior to the time of determination if the Other Capital
        Contribution made, or loan made or deemed made that is represented by an
        Optional Other Shortfall Notes relates to any operating expenditure, capital
        expenditure or other expenditure not subject to the [***] period in the
        immediately preceding clause (i) and provided,
        further, however,
        that a
        Make-Up Contribution shall be deemed made on the date on which the related
        Shortfall Amount first arose, so that the applicable [***] and [***] periods
        shall apply from the date the Shortfall Amount occurred. Notwithstanding
        the
        foregoing, subparagraphs (b) and (c) of this definition shall not apply with
        respect to any use 

       

      
        
          
          

        

        
          Appendix
            A-16

          
            

          

        

        
          
          

        

      

      of
        the
        term “Sharing Interests” in connection with a distribution under
        Section 13.13(C)(4) of this Agreement.

       

      “Shortfall
        Amount”
means
        any uncontributed dollar amount of any Member’s [***] of an Additional Capital
        Contribution.

       

      “Singapore
        Joint Venture Company”
means
        IM Flash Singapore, LLP, a limited liability partnership organized under
        the
        laws of Singapore.

       

      “Subsidiary”
means
        as to any Person, a corporation, partnership, limited liability company or
        other
        entity of which shares of stock or other ownership interests having ordinary
        voting power (other than stock or such other ownership interests having such
        power only by reason of the happening of a contingency) to elect a majority
        of
        the board of directors or other managers of such corporation, partnership
        or
        other entity are at the time owned, or the management of which is otherwise
        controlled, directly or indirectly through one or more intermediaries, or
        both,
        by such Person.

       

      “Supply
        Agreement - Intel”
means
        that certain Supply Agreement, dated as of the Effective Date, by and between
        the Joint Venture Company and Intel, as amended.

       

      “Supply
        Agreement - Micron”
means
        that certain Supply Agreement, dated as of the Effective Date, by and between
        the Joint Venture Company and Micron, as amended.

       

      “Supply
        Agreements”
means
        the Supply Agreement - Intel and the Supply Agreement - Micron.

       

      “Tax
        Matters Partner”
shall
        have the meaning set forth in Section 10.7 of this Agreement.

       

      “Technology
        Committees”
means
        the Product Design Committee and the Joint Development Committee.

       

      “Term”
shall
        have the meaning set forth in Section 1.3 of this Agreement.

       

      “Testing
        Plan”
means
        a
        testing plan set forth in the Operating Plan, as more particularly described
        in
        Section 11.6(A)(3) of this Agreement.

       

      “Tie
        Vote”
shall
        have the meaning set forth in Section 17.1 of this Agreement.

       

      “Tool
        Install”
means
        the installation of the automated material handling system (AMHS), process
        tools, and support tools/fixtures used for semiconductor manufacturing
        (including sort) in the cleanroom and in all related laboratories in the
        Fab.

       

      “Tool
        of Record”
or
        “TOR”
means
        the specified tool required to modify, handle, or otherwise fulfill its intended
        purpose in the manufacture of a semiconductor process pursuant to the POR.
        The
        TOR encompasses the tool purchase price, configuration and associated
        documentation required to procure, conduct acceptance testing and administer
        service contracts.

       

      
        
          
          

        

        
          Appendix
            A-17

          
            

          

        

        
          
          

        

      

      “TOP”
shall
        have the meaning set forth in Section 9.4(B) of this Agreement.

       

      “Transfer”
shall
        have the meaning set forth in Section 12.1 of this Agreement.

       

      “Treasury
        Regulation”
shall
        have the meaning set forth in Section 1.1 of Appendix
        B
        to this
        Agreement.

       

      “Unamortized
        MTV Lease Value”
means
        for purposes of [***], an [***] to (i) the [***] of the [***], based on [***],
        assuming that such value were amortized on a [***] beginning on [***], with
        respect to [***] to the [***], (ii) [***] with respect to a [***], (iii)
        [***]
        with respect to [***], and (iv) [***] with respect to [***].

       

      “Undisputed
        Approved Business Plan”
shall
        have the meaning set forth in Section 11.2(D)(1) of this Agreement. The
        Initial Business Plan approved by the Members shall be deemed to be an
        Undisputed Approved Business Plan.

       

      “U.S.
        Facilities Company”
shall
        have the meaning set forth in Section 16.1 of this Agreement.

       

      “Wafer”
means
        a
        silicon wafer.

       

      “Wafer
        Start”
means
        the initial Wafer introduction to a process flow. When the context requires
        reference to a quantity of “Wafer Starts,” such term shall be expressed in 300
        millimeter diameter equivalents.

       

      “Wholly-Owned
        Subsidiary” of
        a
        Person means a Subsidiary, all of the shares of stock or other ownership
        interests of which are owned, directly or indirectly through one or more
        intermediaries, by such Person, other than a nominal number of shares or
        a
        nominal amount of other ownership interests issued in order to comply with
        requirements that such shares or interests be held by one or more other Persons,
        including requirements for directors’ qualifying shares or interests,
        requirements to have or maintain two or more stockholders or equity owners
        or
        other similar requirements.

       

       

      


      
        
          
          

        

        
          Appendix
            A-18

          
            

          

        

        
          
          

        

      


       

      APPENDIX
        B

       

      IM
        FLASH TECHNOLOGIES, LLC

       

      TAX
        MATTERS

      


       

      This
        Appendix B
        is
        attached to and is a part of the AMENDED AND RESTATED LIMITED LIABILITY COMPANY
        OPERATING AGREEMENT (the “Agreement”)
        of
IM
        FLASH
        TECHNOLOGIES, LLC,
        a
        Delaware limited liability company (the “Joint
        Venture Company”),
        dated
        as of this 27th day of February, 2007. The parties to the Agreement intend
        that
        the Joint Venture Company be classified as a partnership for federal income
        tax
        purposes pursuant to section 7701(a)(2) of the Code and the regulations
        thereunder. The provisions of this Appendix are intended to effect
        an
        allocation of tax items of the Joint Venture Company that are in accordance
        with
        the Members' "interests in the partnership" (i.e., the Joint Venture Company)
        within the meaning of Treas. Reg. § 1.704-1(b)(3) by utilizing the
        principles of allocation contained in
        Treas.
        Reg. § 1.704-1(b)(2)(iv) and Treas. Reg. § 1.704-2 with respect to maintenance
        of capital accounts and allocations, and shall be interpreted and applied
        accordingly. For purposes of applying the provisions of this Appendix, it
        shall
        be assumed that the Joint Venture Company satisfies the requirements of Treas.
        Reg. § 1.704-1(b)(2)(ii)(b)(2) and (3), notwithstanding that the Joint Venture
        Company does not satisfy such requirements.

       

      ARTICLE
        1

      DEFINITIONS

       

      1.1  Definitions.
        For
        purposes of this Appendix, the capitalized terms listed below shall have
        the
        meanings indicated. Capitalized terms not listed below and not otherwise
        defined
        in this Appendix shall have the meanings specified in the
        Agreement.

       

      “Account
        Reduction Item”
means
        (i) any adjustment described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(4); (ii) any
        allocation described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(5), other than a
        Nonrecourse Deduction or a Member Nonrecourse Deduction; or (iii) any
        distribution described in Treas. Reg. § 1.704-1(b)(2)(ii)(d)(6).

       

      “Adjusted
        Capital Account Balance”
means,
        as of any date, a Member’s Capital Account balance as of such date (and if such
        date is other than the last day of the taxable year of the Joint Venture
        Company, determined as if the taxable year of the Joint Venture Company ended
        on
        such date), taking into account all contributions made by such Member and
        distributions made to such Member during such taxable year and any special
        allocations or other adjustments required by Sections 3.2, 3.3, 3.4(A), (B),
        and
        (D), 3.5, 3.6 and 3.7, and 5.2(B) and 5.9 of this Appendix, and increased
        by the
        sum of (i) such Member’s share of Joint Venture Company Minimum Gain and (ii)
        such Member’s share of Member Nonrecourse Debt Minimum Gain, both determined
        after taking into account any such special allocations and other
        adjustments.

       

      “Adjusted
        Fair Market Value”
of
        an
        item of Joint Venture Company property means the greater of (i) the fair market
        value of such property as reasonably determined by the Board of 

       

      
        
          
          

        

        
          Appendix
            B-1

          
            

          

        

        
          
          

        

      

      Managers
        (provided, that in the case of any sale of Joint Venture Company property,
        such
        amount shall be presumed to be the sales price realized by the Joint Venture
        Company on such sale) or (ii) the amount of any nonrecourse indebtedness
        to
        which such property is subject within the meaning of section 7701(g) of the
        Code.

       

      “Book”
means
        the method of accounting prescribed for compliance with the capital account
        maintenance rules set forth in Treas. Reg. § 1.704-1(b)(2)(iv) as reflected in
        Articles 1 and 2 of this Appendix, as distinguished from any accounting method
        which the Joint Venture Company may adopt for other purposes such as financial
        reporting.

       

      “Book
        Value”
means,
        with respect to any item of Joint Venture Company property, the book value
        of
        such property within the meaning of Treas. Reg. § 1.704-1(b)(2)(iv)(g)(3);
provided,
        however,
        that if
        the Joint Venture Company adopts the remedial allocation method described
        in
        Treas. Reg. § 1.704-3(d) with respect to any item of Joint Venture Company
        property, the Book Value of such property shall be its book basis determined
        in
        accordance with Treas. Reg. § 1.704-3(d)(2).

       

      “Deemed
        Liquidation”
means
        a
        liquidation of the Joint Venture Company that is deemed to occur pursuant
        to
        Treas. Reg. § 1.708-1(b)(1)(iv) in the event of a termination of the Joint
        Venture Company pursuant to section 708(b)(1)(B) of the Code.

       

      “Excess
        Deficit Balance”
means
        the amount, if any, by which the balance in a Member’s Capital Account as of the
        end of the relevant taxable year is more negative than the amount, if any,
        of
        such negative balance that such Member is treated as obligated to restore
        to the
        Joint Venture Company pursuant to Treas. Reg. § 1.704-1(b)(2)(ii)(c), Treas.
        Reg. § 1.704-1(b)(2)(ii)(h), Treas. Reg. § 1.704-2(g)(1), and Treas. Reg. §
1.704-2(i)(5). Solely for purposes of computing a Member’s Excess Deficit
        Balance, such Member’s Capital Account shall be reduced by the amount of any
        Account Reduction Items that are reasonably expected as of the end of such
        taxable year.

       

      “Excess
        Nonrecourse Liabilities”
means
        excess nonrecourse liabilities within the meaning of Treas. Reg. §
1.752-3(a)(3).

       

      “Joint
        Venture Company Minimum Gain”
means
        partnership minimum gain determined pursuant to Treas. Reg. § 1.704-2(d) and
        Section 5.3 of this Appendix.

       

      “Member
        Nonrecourse Debt”
means
        any “partner nonrecourse debt” as such term is defined in Treas. Reg.
§ 1.704-2(b)(4).

       

      “Member
        Nonrecourse Debt Minimum Gain”
means
        minimum gain attributable to Member Nonrecourse Debt pursuant to Treas. Reg.
§
1.704-2(i)(3).

       

      “Member
        Nonrecourse Deduction”
means
        any item of Book loss or deduction that is a partner nonrecourse deduction
        within the meaning of Treas. Reg. § 1.704-2(i)(1) and (2).

       

      “Member
        Nonrecourse Distribution”
means
        a
        distribution to a Member that is allocable to a net increase in such Member’s
        share of Member Nonrecourse Debt Minimum Gain pursuant to Treas. Reg. §
1.704-2(i)(6).

       

      
        
          
          

        

        
          Appendix
            B-2

          
            

          

        

        
          
          

        

      

      “Nonrecourse
        Deduction”
means
        a
        nonrecourse deduction determined pursuant to Treas. Reg. § 1.704-2(b)(1) and
        Treas. Reg. § 1.704-2(c).

       

      “Nonrecourse
        Distribution”
means
        a
        distribution to a Member that is allocable to a net increase in Joint Venture
        Company Minimum Gain pursuant to Treas. Reg. § 1.704-2(h)(1).

       

      “Regulatory
        Allocation”
means
        any allocation made pursuant to Section 3.2, 3.3, 3.4 or 3.5 of this
        Appendix.

       

      “Related
        Person”
means,
        with respect to a Member, a Person that is related to such Member pursuant
        to
        Treas. Reg. § 1.752-4(b).

       

      “Revaluation
        Event”
means
        (i) a liquidation of the Joint Venture Company (within the meaning of Treas.
        Reg. § 1.704-1(b)(2)(ii)(g) but not including a Deemed Liquidation); (ii) a
        contribution of more than a de minimis amount of money or other property
        to the
        Joint Venture Company by a Member or a distribution of more than a de minimis
        amount of money or other property to a retiring or continuing Member where
        such
        contribution or distribution alters the Sharing Interest of any Member; or
        (iii)
        the grant of an interest in the Joint Venture Company as consideration for
        the
        provision of services to or for the benefit of the Joint Venture
        Company.

       

      “Section
        705(a)(2)(B) Expenditures”
means
        nondeductible expenditures of the Joint Venture Company that are described
        in
        section 705(a)(2)(B) of the Code, and organization and syndication expenditures
        and disallowed losses to the extent that such expenditures or losses are
        treated
        as expenditures described in section 705(a)(2)(B) of the Code pursuant to
        Treas.
        Reg. § 1.704-1(b)(2)(iv)(i).

       

      “Section
        751 Property”
means
        unrealized receivables and substantially appreciated inventory items within
        the
        meaning of Treas. Reg. § 1.751-1(a)(1).

       

      “Target
        Balance”
means,
        for any Member as of any date, the amount that would be distributable to
        such
        Member on such date pursuant to Section 5.1 of the Agreement if (i) all the
        assets of the Company were sold for cash equal to their respective Book Values
        as of such date, (ii) all liabilities of the Company (other than any liabilities
        under outstanding Member Notes) were paid in full (except that in the case
        of a
        nonrecourse liability, such payment would be limited to the Book Value of
        the
        asset or assets securing such liability), and (iii) all remaining cash were
        distributed to the Members pursuant to Section 5.1 (assuming, for this purpose,
        that the holders of any Member Notes have converted such Member Notes
        immediately prior to such distribution).

       

      “Tax
        Basis”
means,
        with respect to any item of Joint Venture Company property, the adjusted
        basis
        of such property as determined in accordance with the Code.

       

      “Treasury
        Regulation”
or
        “Treas.
        Reg.”
means
        the temporary or final regulation(s) promulgated pursuant to the Code by
        the
        U.S. Department of the Treasury, as amended, and any successor
        regulation(s).

       

      
        
          
          

        

        
          Appendix
            B-3

          
            

          

        

        
          
          

        

      

      ARTICLE
        2  

      CAPITAL
        ACCOUNTS

       

      2.1  Maintenance.

       

      (A)  A
        single
        Capital Account shall be maintained for each Member in accordance with this
        Article 2.

       

      (B)  Each
        Member’s Capital Account shall from time to time be increased by:

       

      	(i)  	
              the
                amount of money contributed by such Member to the Joint Venture Company
                in
                accordance with the Agreement (including the amount of any Joint
                Venture
                Company liabilities which the Member is deemed to assume as provided
                in
                Treas. Reg. § 1.704-1(b)(2)(iv)(c), and including the principal amount
                paid for any Member Notes, but excluding liabilities assumed in connection
                with the distribution of Joint Venture Company property and excluding
                increases in such Member’s share of Joint Venture Company liabilities
                pursuant to section 752 of the Code);

            


       

      	(ii)  	
              the
                fair market value of property, as reasonably determined by the Board
                of
                Managers, contributed by such Member to the Joint Venture Company
                (net of
                any liabilities secured by such property that the Joint Venture Company
                is
                considered to assume or take subject to pursuant to section 752 of
                the
                Code); provided,
                that for this purpose the fair market value of (A) the Lehi Property
                contributed by Micron (net of liabilities) is equal to the value
                set forth
                with respect thereto on Appendix D
                (it being understood that the [***]shall not be treated as property
                for
                purposes of this clause (ii)), and (B) the amount credited to the
                Capital
                Account of a Member with respect to any Capital Contribution taking
                the
                form of a contribution of a promissory note shall equal the principal
                payments made by such Member with respect to such promissory note;
                and,
                provided,
                further,
                that nothing in this Appendix B shall be deemed to increase or limit
                the
                amount treated as a Capital Contribution for purposes other than
                this
                Appendix B;
                

            


       

      	(iii)  	
              the
                amount recognized as gross income by Micron with respect to the [***]as
                described in Section 5.10 of this Appendix; and
                

            


       

      	(iv)  	
              allocations
                to such Member of Joint Venture Company Book income and gain (or
                the
                amount of any item or items of income or gain included
                therein).

            


       

      (C)  Each
        Member’s Capital Account shall from time to time be reduced by:

      

        	(i)  	
                the
                  amount of money distributed to such Member by the Joint Venture
                  Company
                  (including the amount of such Member’s individual liabilities which the
                  Joint Venture Company is deemed to assume as provided in Treas.
                  Reg. §
                  1.704-1(b)(2)(iv)(c)), including the amount of any amount
                  

              


         


        
          
            
            

          

          
            Appendix
              B-4

            
              

            

          

          
            
            

          

        


        paid
          or
          accrued on any Member Note that is not treated as a guaranteed payment
          pursuant
          to Section 5.2 of this Appendix
          B;

         

      

      	(ii)  	
              the
                fair market value, as reasonably determined by the Board of Managers,
                of
                property distributed to such Member by the Joint Venture Company
                (net of
                any liabilities secured by such property that such Member is considered
                to
                assume or take subject to pursuant to section 752 of the Code);
                and

            


       

      	(iii)  	
              allocations
                to such Member of Joint Venture Company Book loss and deduction (or
                items
                thereof);

            


       

      (D)  The
        Joint
        Venture Company shall make such other adjustments to the Capital Accounts
        of the
        Members as are necessary to comply with the provisions of Treas. Reg. §
1.704-1(b)(2)(iv).

       

      2.2  Revaluation
        of Joint Venture Company Property.

       

      (A)  Upon
        the
        occurrence of a Revaluation Event, the Board of Managers may revalue all
        Joint
        Venture Company property (whether tangible or intangible) for Book purposes
        to
        reflect the Adjusted Fair Market Value of Joint Venture Company property
        immediately prior to the Revaluation Event. In the event that Joint Venture
        Company property is so revalued, the Capital Accounts of the Members shall
        be
        adjusted in accordance with Treas. Reg. § 1.704-1(b)(2)(iv)(f) as provided in
        Section 3.1 of this Appendix.

       

      (B)  Upon
        the
        distribution of Joint Venture Company property to a Member, the property
        to be
        distributed shall be revalued for Book purposes to reflect the Adjusted Fair
        Market Value of such property immediately prior to such distribution, and
        the
        Capital Accounts of all Members shall be adjusted in accordance with Treas.
        Reg.
§ 1.704-1(b)(2)(iv)(e).

       

      2.3  Transfers
        of Interests.
        Upon
        the transfer of a Member’s entire interest in the Joint Venture Company in
        accordance with Section 12.2 of the Agreement, the Capital Account of such
        Member shall carry over to the transferee.

       

      ARTICLE
        3  

      ALLOCATION
        OF BOOK INCOME AND LOSS

       

      3.1  Book
        Income And Loss.

       

      (A)  The
        Book
        income or loss of the Joint Venture Company for purposes of determining
        allocations to the Capital Accounts of the Members shall be determined in
        the
        same manner as the determination of the Joint Venture Company’s taxable income,
        except that (i) items that are required by section 703(a)(1) of the Code
        to be
        separately stated shall be included; (ii) items of income that are exempt
        from
        inclusion in gross income for federal income tax purposes shall be treated
        as
        Book income; (iii) Section 705(a)(2)(B) Expenditures shall be treated as
        deductions; (iv) items of gain, loss, depreciation, amortization, or depletion
        that would be computed for federal income tax purposes by reference to the
        Tax
        Basis of an item of Joint Venture Company property shall be determined by
        reference to the Book Value of such item of 

       

      
        
          
          

        

        
          Appendix
            B-5

          
            

          

        

        
          
          

        

      

      property
        in accordance with Section 3.1(B) hereof; and (v) the effects of upward and
        downward revaluations of Joint Venture Company property pursuant to Section
        2.2
        of this Appendix shall be treated as Book gain or loss respectively from
        the
        sale of such property.

       

      (B)  In
        the
        event that the Book Value of any item of Joint Venture Company property differs
        from its Tax Basis, the amount of Book depreciation, depletion, or amortization
        for a period with respect to such property shall be computed so as to bear
        the
        same relationship to the Book Value of such property as the depreciation,
        depletion, or amortization computed for tax purposes with respect to such
        property for such period bears to the Tax Basis of such property. If the
        Tax
        Basis of such property is zero, the Book depreciation, depletion, or
        amortization with respect to such property shall be computed by using a method
        consistent with the method that would be used for tax purposes if the Tax
        Basis
        of such property were greater than zero and the property were placed in service
        on the date it is acquired by the Joint Venture Company.

       

      (C)  The
        Book
        income and loss of the Joint Venture Company for any taxable year shall be
        allocated in such a manner as to cause the Adjusted Capital Account Balances
        of
        the Members as nearly as possible to equal their respective Target Balances
        as
        of the end of such taxable year.

       

      3.2  Allocation
        of Nonrecourse Deductions.
        Notwithstanding any other provisions of the Agreement, Nonrecourse Deductions
        shall be allocated among the Members in proportion to their respective Sharing
        Interests as of the end of the taxable year in which such deductions
        arise.

       

      3.3  Allocation
        of Member Nonrecourse Deductions.
        Notwithstanding any other provisions of the Agreement, any item of Member
        Nonrecourse Deduction with respect to a Member Nonrecourse Debt shall be
        allocated to the Member or Members who bear the economic risk loss for such
        Member Nonrecourse Debt in accordance with Treas. Reg. §
1.704-2(i).

       

      3.4  Chargebacks
        of Income And Gain.
        Notwithstanding any other provisions of the Agreement:

       

      (A)  Joint
        Venture Company Minimum Gain.
        In the
        event that there is a net decrease in Joint Venture Company Minimum Gain
        for a
        taxable year of the Joint Venture Company, then before any other allocations
        are
        made for such taxable year, each Member shall be allocated items of Book
        income
        and gain for such year (and, if necessary, for subsequent years) to the extent
        provided by Treas. Reg. § 1.704-2(f).

       

      (B)  Member
        Nonrecourse Debt Minimum Gain.
        In the
        event that there is a net decrease in Member Nonrecourse Debt Minimum Gain
        for a
        taxable year of the Joint Venture Company, then after taking into account
        allocations pursuant to paragraph (a) immediately preceding, but before any
        other allocations are made for such taxable year, each Member with a share
        of
        Member Nonrecourse Debt Minimum Gain at the beginning of such year shall
        be
        allocated items of Book income and gain for such year (and, if necessary,
        for
        subsequent years) to the extent provided by Treas. Reg. §
1.704-2(i)(4).

       

      (C)  [Reserved.]

       

      
        
          
          

        

        
          Appendix
            B-6

          
            

          

        

        
          
          

        

      

      (D)  Qualified
        Income Offset.
        In the
        event that any Member unexpectedly receives any Account Reduction Item that
        results in an Excess Deficit Balance at the end of any taxable year after
        taking
        into account all other allocations and adjustments under this Agreement ,
        then
        items of Book income and gain for such year (and, if necessary, for subsequent
        years) will be reallocated to each such Member in the amount and in the
        proportions needed to eliminate such Excess Deficit Balance as quickly as
        possible.

       

      3.5  Reallocation
        To Avoid Excess Deficit Balances.
        Notwithstanding any other provisions of the Agreement, no Book loss or deduction
        shall be allocated to any Member to the extent that such allocation would
        cause
        or increase an Excess Deficit Balance in the Capital Account of such Member.
        Such Book loss or deduction shall be reallocated away from such Member and
        to
        the other Members in accordance with the Agreement, but only to the extent
        that
        such reallocation would not cause or increase Excess Deficit Balances in
        the
        Capital Accounts of such other Members.

       

      3.6  Corrective
        Allocation.
        Subject
        to the provisions of Sections 3.2, 3.3, 3.4, and 3.5 of this Appendix, but
        notwithstanding any other provision of the Agreement, in the event that any
        Regulatory Allocation is made pursuant to this Appendix for any taxable year,
        then remaining Book items for such year (and, if necessary, Book items for
        subsequent years) shall be allocated or reallocated in such amounts and
        proportions as are appropriate to restore the Adjusted Capital Account Balances
        of the Members to the position in which such Adjusted Capital Account Balances
        would have been if such Regulatory Allocation had not been made. Adjustments
        pursuant to this Section 3.6 shall only be made if such Regulatory Allocations
        are not reasonably expected to be reversed with offsetting allocations in
        subsequent taxable years. The Members intend that the allocations of Book
        income
        and loss pursuant to this Appendix shall result in Adjusted Capital Account
        Balances of the Members, as of the end of each taxable year of the Joint
        Venture
        Company and after all allocations pursuant to this Appendix have been made,
        equaling their Target Balances. This Appendix shall be interpreted in a manner
        consistent with such intent.

       

      3.7  Other
        Allocations.

       

      (A)  If
        during
        any taxable year of the Joint Venture Company there is a change in any Member’s
        interest in the Joint Venture Company, allocations of Book income or loss
        for
        such taxable year shall take into account the varying interests of the Members
        in the Joint Venture Company in a manner consistent with the requirements
        of
        Section 706 of the Code and Section 5.2(B) hereof. 

       

      (B)  If
        and to
        the extent that any distribution of Section 751 Property to a Member in exchange
        for the distributee Member’s interest in property other than Section 751
        Property is treated as a sale or exchange of such Section 751 Property by
        the
        Joint Venture Company pursuant to Treas. Reg. § 1.751-1(b)(2), any Book gain or
        loss attributable to such deemed sale or exchange shall be allocated only
        to
        Members other than the distributee Member in a manner consistent with such
        Treasury Regulation.

       

      (C)  If
        and to
        the extent that any distribution of property other than Section 751 Property
        to
        a Member in exchange for the distributee Member’s interest in Section 751
        Property is 

       

      
        
          
          

        

        
          Appendix
            B-7

          
            

          

        

        
          
          

        

      

      treated
        as a sale or exchange of such other property by the Joint Venture Company
        pursuant to Treas. Reg. § 1.751-1(b)(3), any Book gain or loss attributable to
        such deemed sale or exchange shall be allocated only to Members other than
        the
        distributee Member in a manner consistent with such Treasury
        Regulation.

       

      ARTICLE
        4  

      ALLOCATION
        OF TAX ITEMS

       

      4.1  In
        General.
        Except
        as otherwise provided in this Article 4, all items of income, gain, loss,
        and
        deduction shall be allocated among the Members for federal income tax purposes
        in the same manner as the corresponding allocation for Book
        purposes.

       

      4.2  Section
        704(c) Allocations.
        

       

      (A)  In
        the
        event that the Book Value of an item of Joint Venture Company property differs
        from its Tax Basis, allocations of depreciation, depletion, amortization,
        gain,
        and loss with respect to such property will be made for federal income tax
        purposes in a manner that takes account of the variation between the Tax
        Basis
        and Book Value of such property in accordance with section 704(c)(1)(A) of
        the
        Code and Treas. Reg. § 1.704-1(b)(4)(i). The Board of Managers may select as the
        method for making such allocations, either the method described in Treas.
        Reg. §
1.704-3(c) or (d); provided,
        however,
        that the
        method selected for any asset shall be one that minimizes the effect of the
        “ceiling rule” on allocations to the Member that did not contribute such asset.


       

      (B)  For
        purposes of complying with Section 263A of the Code, depreciation, amortization
        and cost recovery deductions of the Joint Venture Company that are included
        in
        the capitalized cost of the Joint Venture Company’s inventory shall be
        determined based on the Book Values of the Joint Venture Company’s assets, and
        any difference between such amounts and the corresponding amounts as computed
        for U.S. federal income tax purposes shall be allocated separately to the
        Members pursuant to Section 704(c) of the Code. 

       

      4.3  Tax
        Credits.
        Tax
        credits shall be allocated among the Members in accordance with Treas. Reg.
§
1.704-1(b)(4)(ii).

       

      ARTICLE
        5

      OTHER
        TAX MATTERS

       

      5.1  Excess
        Nonrecourse Liabilities.
        For the
        purpose of determining the Members’ shares of the Joint Venture Company’s Excess
        Nonrecourse Liabilities pursuant to Treas. Reg. §§ 1.752-3(a)(3) and
        1.707-5(a)(2)(ii), and solely for such purpose, the Members’ interests in
        profits are hereby specified to be their respective Sharing
        Interests.

       

      5.2  Treatment
        of Loan Transactions. 

       

      (A)  The
        Members agree that amounts outstanding under Member Notes (which for purposes
        of
        this Appendix B includes amounts outstanding under loans made pursuant to
        Section 2.3(H) of the Agreement) shall be treated for federal and
        applicable state income tax purposes as equity and not as debt for U.S. federal
        income tax purposes. To the extent a Non-

       

      
        
          
          

        

        
          Appendix
            B-8

          
            

          

        

        
          
          

        

      

      Funding
        Member makes a Make-Up Contribution together with accrued interest, such
        interest (solely for purposes of this Appendix B) shall be treated as a capital
        contribution, the payment of such interest to the Funding Member on the related
        Member Note shall be treated as a guaranteed payment pursuant to Section
        707(c)
        of the Code, and the deduction of the Joint Venture Company in respect of
        such
        guaranteed payment shall be specially allocated to the Non-Funding Member.
        To
        the extent accrued interest on a Member Note has not been paid as of the
        end of
        a taxable year of the Joint Venture Company, the Members shall consult with
        each
        other to determine the appropriate income tax treatment of such accrued
        interest, and if they are unable to agree on such treatment the dispute
        resolution provisions of Section 10.6(B) shall apply.

       

      (B)  Upon
        a
        change in the Members’ Sharing Interests, the Members agree that the Capital
        Accounts of the Members shall be adjusted so that to the greatest extent
        possible, but consistent with the goal of minimizing the adverse tax
        consequences to the Member whose interest increased (as reasonably determined
        by
        such Member)(other than adverse consequences resulting solely from receiving
        allocations of income or loss in accordance with its revised Sharing Interest),
        the Adjusted Capital Account Balances of the Members will equal their Target
        Balances immediately following the conversion.

       

      5.3  Treatment
        of Certain Distributions.
        (A)
        In the
        event that (i) the Joint Venture Company makes a distribution that would
        (but
        for this Subsection (A)) be treated as a Nonrecourse Distribution; and (ii)
        such
        distribution does not cause or increase a deficit balance in the Capital
        Account
        of the Member receiving such distribution as of the end of the Joint Venture
        Company’s taxable year in which such distribution occurs; then the Board of
        Managers may treat such distribution as not constituting a Nonrecourse
        Distribution to the extent permitted by Treas. Reg. §
1.704-2(h)(3).

       

      (B)  In
        the
        event that (i) the Joint Venture Company makes a distribution that would
        (but
        for this Subsection (B)) be treated as a Member Nonrecourse Distribution;
        and
        (ii) such distribution does not cause or increase a deficit balance in the
        Capital Account of the Member receiving such distribution as of the end of
        the
        Joint Venture Company’s taxable year in which such distribution occurs; then the
        Board of Managers may treat such distribution as not constituting a Member
        Nonrecourse Distribution to the extent permitted by Treas. Reg. §
1.704-2(i)(6).

       

      5.4  Reduction
        of Basis.
        In the
        event that a Member’s interest in the Joint Venture Company may be treated in
        whole or in part as depreciable property for purposes of reducing such Member’s
        basis in such interest pursuant to section 1017(b)(3)(C) of the Code, the
        Board
        of Managers may, upon the request of such Member, make a corresponding reduction
        in the basis of its depreciable property with respect to such Member. Such
        request shall be submitted to the Joint Venture Company in writing, and shall
        include such information as may be reasonably required in order to effect
        such
        reduction in basis. The costs of the Joint Venture Company in making and
        implementing any such adjustments shall be borne by the Member making such
        request.

       

      5.5  Entity
        Classification.
        Neither
        the Joint Venture Company nor any Member shall file or cause to be filed
        any
        election, the effect of which would be to cause the Joint Venture 

       

      
        
          
          

        

        
          Appendix
            B-9

          
            

          

        

        
          
          

        

      

      Company
        to be classified as other than a partnership for federal income tax purposes,
        without the prior written consent of all Members.

       

      5.6  Unified
        Audit Election.
        The
        Joint Venture Company will elect, pursuant to section 6231(a)(1)(B)(ii) of
        the
        Code, to be subject to the unified audit rules of sections 6221-6234 of the
        Code, and all Members agree to sign such election. 

       

      5.7  Application
        of Section 707(b) of the Code.
        For
        purposes of determining the Members’ respective interests in capital or profits
        of the Joint Venture Company under Section 707(b) of the Code, the Members
        agree
        that, unless otherwise agreed in writing, such interests shall be computed
        as of
        each date of determination as follows: (a) the Joint Venture Company shall
        be
        deemed to have a hypothetical taxable year that began with the beginning
        of its
        actual taxable year including such date of determination and ended as of
        such
        date of determination, with a closing of the Joint Venture Company’s books as of
        such date (provided that deductions such as depreciation, amortization and
        the
        like that are computed on an annual basis shall be prorated on a daily basis
        so
        as to take into account only the portion attributable to the period up to
        that
        date), (b) the interests in profits of each Member as of such date shall
        equal
        the percentage of Book income or loss (excluding amounts, if any, required
        to be
        disregarded for purposes of applying Section 707(b) of the Code) that would
        have been allocated to each Member for such hypothetical taxable year, and
        (c) the capital interests of the Members as of such date shall equal the
        percentage of the total Capital Accounts of each Member as of such date,
        after
        adjustment to reflect the items described in Section 2.1(B), (C) and (D)
        of this
Appendix
        B
        treated
        as occurring during such hypothetical taxable year.

       

      5.8  Section
        754 Election.
        The
        Joint Venture Company shall make or seek the revocation of, as applicable,
        an
        election under Section 754 of the Code with respect to the Joint Venture
        Company
        upon request of any Member whose Percentage Interest as of the end of any
        taxable year of the Joint Venture Company exceeds its Percentage Interest
        as of
        the Effective Date. 

       

      5.9  Imputed
        Income.
        If a
        Member is deemed for applicable income tax purposes to have received income
        from
        the Joint Venture Company as a result of one or more transactions that were
        not
        treated by the Joint Venture Company as giving rise to income to such Member,
        the Joint Venture Company shall make such adjustments to its allocations
        as are
        necessary so that, as closely as possible, such Member is placed in the same
        tax
        position as if such income was not deemed to have been recognized, provided
        that
        such adjustments shall not result in consequences to the other Member that
        are
        significantly more adverse to such other Member than if the position originally
        taken by the Joint Venture Company were upheld.

       

      5.10  Treatment
        of MTV Lease and Boise Supply Agreement.
        

       

      (A) The
        Members agree that the issuance of Joint Venture Company interests to Micron
        in
        exchange for the MTV Lease and the Boise Supply Agreement shall be treated
        for
        U.S. federal income tax purposes as taxable prepaid rent and as a taxable
        payment for services, respectively, by the Joint Venture Company to Micron
        and
        not as a contribution of property by Micron to the Joint Venture Company,
        in
        each case for the amount ascribed on Appendix D to such item. Consequently,
        the
        Members agree that Micron shall recognize income, and the Joint 

       

      
        
          
          

        

        
          Appendix
            B-10

          
            

          

        

        
          
          

        

      

      Venture
        Company shall have an initial tax basis, for U.S. federal income tax purposes
        equal to such amounts. The Members further agree that the Joint Venture
        Company’s initial tax basis in such amounts shall equal the income so
        recognized, and that such basis shall be amortized pursuant to Treas. Reg.
        § 1.167(a)-14 over the initial terms of such agreements.

       

      (B) The
        Members further agree that if the treatment described in subsection (A) above
        ultimately is determined not to be the proper treatment for either of such
        items, the Members shall make such adjustments to the determination and
        allocation of the Joint Venture Company’s items of income, gain, loss or
        deduction as are necessary (to the extent possible) to place the Members
        in the
        same tax position as if such treatment were respected.

       

      5.11  Tax
        Accounting Methods.
        To the
        extent permitted by applicable law, the Joint Venture Company shall implement
        such tax elections that to the greatest extent possible result in the Joint
        Venture Company's cost of goods sold for purposes of determining the Joint
        Venture Company's Book income or loss equaling the sum of (a) "Cost" as such
        term is defined in the Supply Agreements, plus (b) any additional amounts
        included in the "amount realized" by the Joint Venture Company upon the sale
        of
        products to Intel and Micron, respectively.

       

      5.12  No
        Indemnity for Tax Consequences.
        Neither
        of the Members nor the Joint Venture Company shall be responsible for the
        income
        tax consequences to the other Members resulting from this Appendix or the
        Agreement; provided,
        however, that the Members shall reasonably cooperate as requested in order
        to
        effectuate the intent of this Appendix, although such cooperation shall not
        require either Member to incur significant additional costs that are not
        reimbursed by the requesting Member. 

       

      5.13  Precedent
        Agreements.
        Amounts
        paid to Micron pursuant to the Precedent Agreement to Joint Venture, dated
        September 27, 2005, and the Second Precedent Agreement to Joint Venture,
        dated
        November 18, 2005, in each case by and between Micron and Intel, shall be
        treated as reimbursements to Micron of preformation expenditures as provided
        in
        Treas. Reg. § 1.707-4(d).

       

      5.14  Conflicts
        with Agreement.
        In the
        event of any conflict between the terms of this Appendix B and any provision
        of
        the Agreement, the terms of this Appendix B shall govern.

       

       

      


      
        
          
          

        

        
          Appendix
            B-11

          
            

          

        

        
          
          

        

      

       

      



       

      APPENDIX
        C

       

      IM
        FLASH TECHNOLOGIES, LLC

       

      INITIAL
        MANAGERS

       

      The
        initial Managers appointed by Intel will be:

       

      Leslie
        S.
        Culbertson

      Thomas
        R.
        Franz

      Brian
        L.
        Harrison

       

       

      The
        initial Managers appointed by Micron will be:

      


      D.
        Mark
        Durcan

      Brian
        J.
        Shields

      W.G.
        Stover, Jr.

       

      


       

      


      
        
          
          

        

        
          Appendix
            C-1

          
            

          

        

        
          
          

        

      

       

      



       

      APPENDIX
        D

       

      IM
        FLASH TECHNOLOGIES, LLC

       

      INITIAL
        CAPITAL CONTRIBUTIONS

      
        	
                 

                Intel
                  Initial Capital Contribution

                 

              	 
	
                 

                The
                  Initial Capital Contribution of Intel is $1,196,176,471, payable
                  as
                  follows:

                 

              
	
                 

                Intel
                  Initial Contributed Assets:

                 

              	 
	
                 

                Cash
                  (to be delivered [***])

                 

              	
                 

                $[***]

                 

              
	
                 

                Cash
                  (to be delivered [***])
                  (the “Intel
                  Additional Cash”)

                 

              	
                 

                $[***]

                 

              
	
                 

                Promissory
                  Note substantially in the form attached hereto as Attachment D-1
                  in the
                  amount of $[***]
                  (representing funds to be delivered [***]
                  the Joint Venture Company).

                 

              	
                 

                $[***]

                 

              
	
                 

                Cash
                  in the amount of $[***]
                  (to be delivered to the Joint Venture Company upon certification
                  from Micron (and Micron shall make reasonable efforts to provide
                  at least
                  ten (10) Business Days’ notice of such pending certification), not
                  contested by the Joint Venture Company after reasonable review
                  and within
                  10 Business Days of the Joint Venture Company’s receipt of Micron’s
                  certification, that construction is complete and the [***] Fab
                  is ready
                  for [***]).

                 

              	
                 

                $[***]

                 

              
	
                 

                Total
                  Intel Initial Capital Contribution (deemed to be contributed to
                  the Joint
                  Venture Company in full as of the Effective Date)

                 

              	
                 

                $1,196,176,471

                 

              
	
                 

                If
                  a Liquidating Event occurs prior to the delivery in full of such
                  Initial
                  Capital Contribution, all undelivered cash and amounts represented
                  by
                  Promissory Notes shall be delivered promptly after the occurrence
                  of such
                  Liquidating Event; provided, however, that if the construction
                  and
                  readiness for [***]
                  at the [***]
                  Fab referred to in the provisions of this Appendix D of the Micron
                  Initial Capital Contribution is not complete at the time of such
                  Liquidating Event, only a portion of the $[***]
                  described above shall be delivered, which portion shall be proportionate
                  to the percentage of completion of such construction as determined
                  by the
                  Members in good faith.

                 

              	 


      

      



      
        
          
          

        

        
          Appendix
            D-1

          
            

          

        

        
          
          

        

      


      


      
        	
                 

                Micron
                  Initial Capital Contribution

                 

              	 
	
                 

                The
                  Initial Capital Contribution of Micron is $1,245,000,000, payable
                  as
                  follows:

                 

              
	
                 

                Micron
                  Initial Contributed Assets:

                 

              	 
	
                 

                Cash
                  (to be delivered [***])
                  (the “Micron
                  Additional Cash”)

                 

              	
                 

                $250,000,000

                 

              
	
                 

                Lehi
                  Property (pursuant to entry into the Lehi Lease (which is treated
                  as a
                  transfer of property for federal income tax purposes as described
                  in the
                  Lehi Lease) and delivery of the Lehi Bill of Conveyance and all
                  rights of
                  Micron under express or implied warranties or indemnities from
                  third
                  parties with respect to the Lehi Property

                 

              	
                 

                Value
                  $[***]

                 

              
	
                 

                Prepaid
                  Rent on [***], as follows:

                 

              	 
	
                 

                On
                  the Effective Date

                 

              	
                 

                Value
                  $[***]

                 

              
	
                 

                Upon
                  certification
                  from Micron (and Micron shall make reasonable efforts to provide
                  at least
                  ten (10) Business Days’ notice of such pending certification), not
                  contested by the Joint Venture Company after reasonable review
                  and within
                  10 Business Days of the Joint Venture Company’s receipt of Micron’s
                  certification, that construction is complete and the [***] Fab
                  is ready
                  for [***] 

                 

              	
                 

                Value
                  $[***]

                 

              
	
                 

                Boise
                  Supply Agreement Prepay

                 

              	
                 

                Value
                  $[***]

                 

              
	
                 

                Total
                  Micron Initial Capital Contribution (deemed to be contributed to
                  the Joint
                  Venture Company in full as of the Effective Date)

                 

              	
                 

                Value
                  $1,245,000,000

                 

              
	
                 

                If
                  a Liquidating Event occurs prior to the delivery in full of such
                  Initial
                  Capital Contribution, (a) all undelivered cash and amounts shall
                  be
                  delivered promptly after the occurrence of such Liquidating Event
                  and (b)
                  if the construction and readiness for [***]
                  at the [***]
                  Fab referred to in the provisions of this Appendix D of the Micron
                  Initial Capital Contribution is not complete at the time of such
                  Liquidating Event, a portion of the $[***]
                  described above shall be deemed contributed, which portion shall
                  be
                  proportionate to the percentage of completion of such construction
                  as
                  determined by the Members in good faith.

                 

              	 


      

       

      


      
        
          
          

        

        
          Appendix
            D-2

          
            

          

        

        
          
          

        

      

       

       


      ATTACHMENT
        D-1

       

      FORM
        OF 

       

      INITIAL
        CONTRIBUTION NOTE

       

      THIS
        NOTE
        HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
        “ACT”),
        OR
        UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE HAS BEEN ISSUED IN RELIANCE
        UPON THE REPRESENTATION OF THE HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT
        PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF.
        THIS NOTE MAY NOT BE TRANSFERRED OR RESOLD. 

      


      INTEL
        CORPORATION

      


      PROMISSORY
        NOTE

      


      
        	 	
                No.:
                  [____________]

              
	
                Principal
                  Amount: $[____________]

              	
                Location:
                  [____________]

              
	
                Date
                  of Issuance: [____________]

              	 


      

       

      FOR
        VALUE
        RECEIVED, Intel Corporation, a Delaware corporation (“Intel”),
        promises to pay to IM Flash Technologies, LLC, a Delaware limited liability
        company (the “Joint
        Venture Company”),
        the
        principal sum of [_________________________________________] Dollars
        ($[_______________]) in accordance with Section 2 of this Promissory Note
        (this
“Note”).

       

      This
        Note
        is delivered as a Capital Contribution to the Joint Venture Company pursuant
        to
        Section 2.1(A) of the Amended and Restated Limited Liability Company
        Operating Agreement, dated February 27, 2007, of the Joint Venture Company
        (the
“Operating
        Agreement”)
        and is
        issued under and subject to the terms, provisions and conditions of the
        Operating Agreement. Capitalized terms used in this Note and not defined
        shall
        have the meanings set forth in the Operating Agreement. 

       

      1. TERM.
        

       

      (a) This
        Note
        shall remain outstanding until the payment of the entire principal balance
        of
        this Note (such unpaid principal balance at any given time is referred to
        a the
“Outstanding
        Balance”).
        

       

      2. PAYMENTS.
        

       

      Payments
        of the Outstanding Balance shall become due and payable by Intel to the Joint
        Venture Company (a) in whole or in part on the tenth Business Day following
        written notice by the Lead Controller of the Joint Venture Company sent to
        Intel
        that such amounts are necessary for the operation of the Joint Venture Company
        in accordance with the then-effective Approved Business Plan; and (b) in
        whole
        upon the liquidation of the Joint Venture Company in accordance with
        Article 13 of the Operating Agreement. 

       

      
        
          
          

        

        
          Attachment
            D-1-1

          
            

          

        

        
          
          

        

      

      3. MISCELLANEOUS.

       

      3.1 This
        Note
        shall be construed and enforced in accordance with and governed by the laws
        of
        the State of Delaware without giving effect to the principles of conflict
        of
        laws thereof.

       

      3.2 The
        titles, captions and headings of this Note are provided for convenience of
        reference only and shall not be deemed to constitute a part of this Note.
        Unless
        otherwise specifically stated, all references herein to “sections” and
“appendices” will mean “sections” and “appendices” to this Note.

       

      3.3 All
        notices to the Joint Venture Company shall be sent addressed to the Authorized
        Officers, or the Chief Executive Officer, as applicable, of the Joint Venture
        Company at the Joint Venture Company’s principal place of business. All notices
        to Intel shall be addressed to Intel at the address as may be specified by
        Intel
        from time to time in a notice to the Joint Venture Company. Notwithstanding
        the
        foregoing, the initial notice addresses for the Joint Venture Company and
        Intel
        are set forth below. All notices are effective the next day, if sent by
        recognized overnight courier or facsimile, or five (5) days after deposit
        in the
        United States mail, postage prepaid, properly addressed and return receipt
        requested. 

      


      
        	
                To
                  the Joint Venture Company:

              	
                To
                  Intel:

              
	
                IM
                  Flash Technologies, LLC

                1550
                  East 3400 North

                Lehi,
                  Utah 84043

              	
                2200
                  Mission College Blvd.

                Mailstop
                  SC4-203

                Santa
                  Clara, CA 95054

              
	 	 
	
                Fax
                  Number: (801) 767-5370

              	
                Fax
                  Number: (408)
                  653-8050

              
	 	 
	 	 


      

      3.4 This
        Note
        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.

       

      3.5 Should
        any provision of this Note 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 Note shall remain
        in full
        force in all other respects and the parties hereto shall negotiate in good
        faith
        appropriate modifications to this Note that most nearly effects the parties’
intent in entering into this Note.

       

      3.6 Intel
        hereby waives presentment, demand, protest, notice of dishonor, diligence
        and
        all other notices, any release or discharge arising from any extension of
        time,
        discharge of a prior party, release of any or all of any security given from
        time to time for this Note, or other cause of release or discharge other
        than
        actual payment in full hereof.

       

      3.7 It
        is
        expressly agreed that if this Note is referred to an attorney or if suit
        is
        brought to collect or interpret this Note or any part hereof or to enforce
        or
        protect any rights conferred upon the Joint Venture Company by this Note
        or any
        other document evidencing this Note, then 

       

      
        
          
          

        

        
          Attachment
            D-1-2

          
            

          

        

        
          
          

        

      

      Intel
        promises and agrees to pay all costs, including attorneys’ fees, incurred by the
        Joint Venture Company. 

       

      3.8 In
        the
        event of any conflict between the provisions of the Operating Agreement and
        this
        Note, the provisions of the Operating Agreement shall control.

       

      


      
        
          
          

        

        
          Attachment
            D-1-3

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, Intel has executed this Note as of the date first above
        written. 

      


       

      
        	
                INTEL
                  CORPORATION

              
	 
	 
	
                By:________________________________    

              
	 
	
                Name:______________________________    

              
	 
	
                Title:_______________________________    

              


      

      


      


      
        	
                ACKNOWLEDGED
                  AND ACCEPTED:

              
	 
	
                IM
                  FLASH TECHNOLOGIES, LLC

              
	 
	 
	
                By:________________________________    

              
	 
	
                Name:______________________________     

              
	 
	
                Title:_______________________________    

              


      

      


      


      SIGNATURE
        PAGE TO 

      PROMISSORY
        NOTE

      ISSUED
        BY
        INTEL CORPORATION

      TO
        IM
        FLASH TECHNOLOGIES, LLC

      


       

      


      
        
          
          

        

        
          Attachment
            D-1-1

          
            

          

        

        
          
          

        

      


      APPENDIX
        E

       

      Intentionally
        Omitted.

       

      


       


       

      
        
          Appendix
            E-1

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      EXHIBIT
        A

       

      FORM
        OF 

       

      MANDATORY
        NOTE

       

      NEITHER
        THIS NOTE NOR ANY INTEREST IN THE JOINT VENTURE COMPANY (AS DEFINED BELOW)
        THAT
        MAY BE ACQUIRED UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
        OR
        UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE HAS BEEN ISSUED IN RELIANCE
        UPON THE REPRESENTATION OF THE HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT
        PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF.
        THIS NOTE AND ANY INTEREST IN THE JOINT VENTURE COMPANY ACQUIRED UPON CONVERSION
        OF THIS NOTE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
        MAY
        NOT BE TRANSFERRED OR RESOLD UNLESS PERMITTED UNDER SECTIONS 12.2 OR 12.5
        OF THE
        AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED
        FEBRUARY 27, 2007, OF THE JOINT VENTURE COMPANY AND THEN ONLY PURSUANT TO
        REGISTRATION OR EXEMPTION THEREFROM AS PERMITTED UNDER THE ACT AND APPLICABLE
        STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
        TO
        BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
        

       

      IM
        FLASH TECHNOLOGIES, LLC

       

      REDEEMABLE
        NOTE

      


      
        	 	
                No.:
                  _________

              
	
                Principal
                  Amount: $[____________]

              	
                Location:
                  [____________]

              
	
                Date
                  of Issuance: [____________]

              	
                Maturity
                  Date: [____________] 

              


      

       

      FOR
        VALUE
        RECEIVED, IM Flash Technologies, LLC, a Delaware limited liability company
        (the
“Joint
        Venture Company”),
        promises to pay to [____________], a Delaware corporation (the “Funding
        Member”),
        or
        such Wholly-Owned Subsidiary of the Funding Member as the Funding Member
        may
        designate, the principal sum of [____________] Dollars ($[____________])
        and to
        pay interest on the outstanding principal of this Convertible Promissory
        Note
        (this “Note”),
        in
        accordance with Section 2 of this Note.

       

      This
        Note
        is delivered in exchange for Member Debt Financing received from the Funding
        Member pursuant to Section 3.1 of the Amended and Restated Limited
        Liability Company Operating Agreement, dated February 27, 2007, of the Joint
        Venture Company (the “Operating
        Agreement”)
        and is
        issued under and subject to the terms, provisions and conditions of the
        Operating Agreement. Reference is hereby made to the Operating Agreement
        for a
        full statement of the respective rights, limitations of rights and duties
        of the
        Joint Venture Company, the Funding Member and [____________], a Delaware
        corporation (the “Non-Funding
        Member”)
        and
        the terms under which this Note is issued and delivered. Capitalized terms
        used
        in this Note and not defined shall have the meanings set forth in the Operating
        Agreement. This 

       

      
        
          
          

        

        
          
            Exhibit
              A-2

          

          
            

          

        

        
          
          

        

      

      Note
        may
        be one of a series of Notes issued pursuant to Section 3.1 of the Operating
        Agreement. This Note is [a Mandatory Shortfall Note] [a Mandatory Equalization
        Note].

       

      1. TERM.
        

       

      (a) Subject
        to paragraph (b) below, from and after the date that is [***] after the date
        of
        this Note (the “Maturity
        Date”),
        the
        Funding Member shall elect to either:

       

      (i) convert
        this Note in accordance with Section 4 below; or

       

      (ii) permit
        this Note to remain outstanding (in which case this Note shall become a
        Continuing Mandatory Note) with the Maturity Date being the Liquidation Date
        (the Maturity Date as so extended, the “Extended
        Maturity Date”).

       

      In
        the
        event that the Funding Member fails to make an election under clause (i)
        or
        clause (ii) above, the Funding Member shall be deemed to have elected to
        permit this Note to remain outstanding in accordance with clause (ii)
        above, and this Note and the related Mandatory [Equalization][Shortfall]
        Note,
        shall automatically become a Continuing Mandatory Note. 

       

      (b) Subject
        to Section 4 below, upon the date of the first distribution under Section
        13.13(C) of the Operating Agreement, the Outstanding Balance, plus all accrued
        and unpaid interest thereon, shall become due. 

       

      2. INTEREST.
        [Mandatory
        Equalization Note:
        [***]]

       

      [Mandatory
        Shortfall Note:
        As
        provided in the Operating Agreement, interest on the unpaid principal balance
        of
        this Note (such unpaid principal balance at any given time is referred to
        as the
“Outstanding
        Balance”)
        will
        accrue as follows: 

       

      (a) For
        the
        [***] after the issue date of this Note, interest will accrue at the [***]
        (as
        reported in the [***]), as in effect on the issue date of this Note and adjusted
        every [***], plus [***] ([***]) basis points, per annum, compounded [***],
        calculated on the basis of a 360 day year and actual days elapsed.

       

      (b) For
        the
        period starting on the day after the [***] anniversary of the issue date
        of this
        Note through the Maturity Date, interest will accrue at the [***] (as reported
        in the [***]), as in effect on the [***] anniversary of the issue date of
        this
        Note and adjusted every [***], per annum, compounded [***], calculated on
        the
        basis of a 360 day year and actual days elapsed. 

       

      (c) [***]
        will accrue on the Outstanding Balance from the Maturity Date until this
        Note is
        converted or redeemed in full.]
         

       

      All
        payments received shall be applied first against costs of collection and
        enforcement (if any), then against accrued and unpaid interest, and then
        against
        principal.

       

      3. PREPAYMENT.
        The Joint Venture Company shall prepay, without premium or penalty, this
        Note
        if, as and to the extent required by the Operating Agreement, but only upon
        written notice executed by the chief executive officer of the holder of this
        Note. 

       

      
        
          
          

        

        
          Exhibit
            A-3

          
            

          

        

        
          
          

        

      

      4. CONVERSION.
        

       

      (a) At
        any
        time, and from time to time, from the Maturity Date through the Extended
        Maturity Date, the Funding Member may, at its election, transfer to the Joint
        Venture Company as a Capital Contribution all or a portion of the Outstanding
        Balance plus all accrued and unpaid interest thereon and such amount shall
        be
        added to the Capital Contribution Balance of the Funding Member (a “Conversion”).

       

      (b) If
        the
        Outstanding Balance plus all accrued and unpaid interest thereon shall become
        due as set forth in Section 1(b) above, (i) the Funding Member may elect to
        make a Conversion in full, but not in part, of the Outstanding Balance plus
        all
        accrued and unpaid interest thereon or (ii) if the Funding Member does not
        so
        elect, a Conversion of the Outstanding Balance plus all accrued and unpaid
        interest thereon (in full, but not in part) may be effected in accordance
        with
        Section 13.13(B) of the Operating Agreement.

       

      (c) Upon
        the
        occurrence of an Event of Default under Section 5 below, the Funding Member
        may,
        in addition to the remedies set forth in Section 6 below, elect to make a
        Conversion.

       

      5. DEFAULT.
        The occurrence of any one or more of the following events, acts or occurrences
        shall constitute an event of default (each an “Event
        of Default”):

       

      (a) failure
        by the Joint Venture Company to pay any principal of or interest on this
        Note as
        and when required by the Operating Agreement or the terms hereof, unless
        the
        Funding Member makes an election under Section 1(a) hereof; and

       

      (b) (i)
        the
        entry of a decree or order for relief of the Joint Venture Company by a court
        of
        competent jurisdiction in any involuntary case involving the Joint Venture
        Company under any bankruptcy, insolvency or other similar law now or hereafter
        in effect; (ii) the appointment of a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or other similar agent for the Joint Venture Company
        or
        for any substantial part of the Joint Venture Company’s assets or property;
        (iii) the ordering of the winding up or liquidation of the Joint Venture
        Company’s affairs; (iv) the filing with respect to the Joint Venture Company of
        a petition in any such involuntary bankruptcy case, which petition remains
        undismissed for a period of sixty (60) days or which is dismissed or suspended
        pursuant to Section 305 of the Federal Bankruptcy Code (or any corresponding
        provision of any future United States bankruptcy law); (v) the commencement
        by
        the Joint Venture Company of a voluntary case under any bankruptcy, insolvency
        or other similar law now or hereafter in effect; (vi) the consent by the
        Joint
        Venture Company to the entry of an order for relief in an involuntary case
        under
        any such law or to the appointment of or taking possession by a receiver,
        liquidator, assignee, trustee, custodian, sequestrator or other similar agent
        for the Joint Venture Company or for any substantial part of the Joint Venture
        Company’s assets or property; or (vii) the making by the Joint Venture Company
        of any general assignment for the benefit of creditors.

       

      6. REMEDIES.
        If an Event of Default occurs, the Funding Member may, at its election, (a)
        elect to make a Conversion in accordance with Section 4 above, (b) accelerate
        repayment of the Outstanding Balance, in which case the Outstanding Balance
        plus
        all accrued and unpaid interest 

       

      
        
          
          

        

        
          Exhibit
            A-4

          
            

          

        

        
          
          

        

      

      thereon
        shall be due and payable immediately, and (c) pursue a claim for payment
        of the
        amounts required to be paid under the Operating Agreement or this
        Note.

       

      7. MISCELLANEOUS.

       

      7.1 This
        Note
        shall be construed and enforced in accordance with and governed by the laws
        of
        the State of Delaware without giving effect to the principles of conflict
        of
        laws thereof.

       

      7.2 The
        titles, captions and headings of this Note are provided for convenience of
        reference only and shall not be deemed to constitute a part of this Note.
        Unless
        otherwise specifically stated, all references herein to “sections” and
“appendices” will mean “sections” and “appendices” to this Note.

       

      7.3 All
        notices to the Joint Venture Company shall be sent addressed to the Authorized
        Officers, or the Chief Executive Officer, as applicable, of the Joint Venture
        Company at the Joint Venture Company’s principal place of business. All notices
        to the Funding Member or the Non-Funding Member shall be sent addressed to
        such
        Member at the address as may be specified by Members from time to time in
        a
        notice to the Joint Venture Company. Notwithstanding the foregoing, the initial
        notice addresses for the Joint Venture Company and the Members are set forth
        below. All notices are effective the next day, if sent by recognized overnight
        courier or facsimile, or five (5) days after deposit in the United States
        mail,
        postage prepaid, properly addressed and return receipt requested. 

      


      
        	
                To
                  the Joint Venture Company:

              	
                To
                  the Funding Member:

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	 	 
	
                Fax
                  Number: [____________]

              	
                Fax
                  Number: [____________]

              
	 	 


      

       

      7.4 No
        delay
        or omission to exercise any right, power or remedy accruing to the Funding
        Member, upon any breach or default of the Joint Venture Company under this
        Note,
        shall impair any such right, power or remedy of the Funding Member nor shall
        it
        be construed to be a waiver of any such breach or default, or an acquiescence
        therein, or of any similar breach of default thereafter occurring or any
        waiver
        of any other breach or default theretofore or thereafter occurring. The
        acceptance at any time by the Funding Member of any past-due amount shall
        not be
        deemed to be a waiver of the right to require prompt payment when due of
        any
        other amounts then or thereafter due and payable. Any waiver, permit, consent
        or
        approval of any kind or character on the part of the Funding Member of any
        breach of default under this Note or any waiver on the part of the Funding
        Member of any provisions or conditions of this Note, must be in writing and
        shall be effective only to the extent specifically set forth in such writing.
        All
        other
        remedies provided for in this Note shall be exclusive and shall be in lieu
        of
        any other remedies that the Funding Member may have in respect of this Note,
        at
        law or in equity.

       

      
        
          
          

        

        
          Exhibit
            A-5

          
            

          

        

        
          
          

        

      

      7.5 This
        Note
        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.

       

      7.6 Should
        any provision of this Note 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 Note shall remain
        in full
        force in all other respects and the parties hereto shall negotiate in good
        faith
        appropriate modifications to this Note that most nearly effects the parties’
intent in entering into this Note.

       

      7.7 The
        Joint
        Venture Company hereby waives presentment, demand, protest, notice of dishonor,
        diligence and all other notices, any release or discharge arising from any
        extension of time, discharge of a prior party, release of any or all of any
        security given from time to time for this Note, or other cause of release
        or
        discharge other than actual payment in full hereof.

       

      7.8 The
        Funding Member shall not be deemed, by any act or omission, to have waived
        any
        of its rights or remedies hereunder unless such waiver is in writing and
        signed
        by the Funding Member and then only to the extent specifically set forth
        in such
        writing. A waiver with reference to one event shall not be construed as
        continuing or as a bar to or waiver of any right or remedy as to a subsequent
        event. 

       

      7.9 Time
        is
        of the essence hereof.

       

      7.10 It
        is
        expressly agreed that if this Note is referred to an attorney or if suit
        is
        brought to collect or interpret this Note or any part hereof or to enforce
        or
        protect any rights conferred upon the Funding Member by this Note or any
        other
        document evidencing this Note, then the Joint Venture Company promises and
        agrees to pay all costs, including attorneys’ fees, incurred by the Funding
        Member. 

       

      7.11 If
        any
        provisions of this Note would require the Joint Venture Company to pay interest
        hereon at a rate exceeding the highest rate allowed by applicable law, the
        Joint
        Venture Company shall instead pay interest under this Note at the highest
        rate
        permitted by applicable law. 

       

      7.12 In
        the
        event of any conflict between the provisions of the Operating Agreement and
        this
        Note, the provisions of the Operating Agreement shall control.

       

      


      
        
          
          

        

        
          Exhibit
            A-6

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the Joint Venture Company has executed this Note as of the
        date
        first above written. 

      


       

      
        	
                IM
                  FLASH TECHNOLOGIES, LLC

              
	 
	 
	
                By:__________________________    

              
	 
	
                Name:________________________   

              
	 
	
                Title:_________________________    

              


      

      


      


      
        	
                ACKNOWLEDGED
                  AND ACCEPTED:

              
	 
	
                [____________],
                  the Funding Member

              
	 
	 
	
                By:___________________________   

              
	 
	
                Name:_________________________    

              
	 
	
                Title:__________________________    

              


      

      


      


      SIGNATURE
        PAGE TO 

      PROMISSORY
        NOTE

      ISSUED
        BY
        IM FLASH TECHNOLOGIES

      TO
        [____________]

       

      


      
        
          
          

        

        
          Exhibit
            A-7

          
            

          

        

        
          
          

        

      


      EXHIBIT
        B

       

      FORM
        OF 

       

      OPTIONAL
        [***] NOTE

       

      NEITHER
        THIS NOTE NOR ANY INTEREST IN THE JOINT VENTURE COMPANY (AS DEFINED BELOW)
        THAT
        MAY BE ACQUIRED UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
        OR
        UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE HAS BEEN ISSUED IN RELIANCE
        UPON THE REPRESENTATION OF THE HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT
        PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF.
        THIS NOTE AND ANY INTEREST IN THE JOINT VENTURE COMPANY ACQUIRED UPON CONVERSION
        OF THIS NOTE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
        MAY
        NOT BE TRANSFERRED OR RESOLD UNLESS PERMITTED UNDER SECTIONS 12.2 OR 12.5
        OF THE
        AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED
        FEBRUARY 27, 2007, OF THE JOINT VENTURE COMPANY AND THEN ONLY PURSUANT TO
        REGISTRATION OR EXEMPTION THEREFROM AS PERMITTED UNDER THE ACT AND APPLICABLE
        STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
        TO
        BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
        

       

      IM
        FLASH TECHNOLOGIES, LLC

       

      REDEEMABLE
        NOTE

      


      
        	 	
                No.:
                  _________

              
	
                Principal
                  Amount: $[____________]

              	
                Location:
                  [____________]

              
	
                Date
                  of Issuance: [____________]

              	
                Maturity
                  Date: [____________] 

              


      

       

      FOR
        VALUE
        RECEIVED, IM Flash Technologies, LLC, a Delaware limited liability company
        (the
“Joint
        Venture Company”),
        promises to pay to [____________], a Delaware corporation (the “Funding
        Member”),
        or
        such Wholly-Owned Subsidiary of the Funding Member as the Funding Member
        may
        designate, the principal sum of [____________] Dollars ($[____________])
        and to
        pay interest on the outstanding principal of this Convertible Promissory
        Note
        (this “Note”),
        in
        accordance with Section 2 of this Note.

       

      This
        Note
        is delivered in exchange for Member Debt Financing received from the Funding
        Member pursuant to Section 3.2 of the Amended and Restated Limited
        Liability Company Operating Agreement, dated February 27, 2007, of the
        Joint Venture Company (the “Operating
        Agreement”)
        and is
        issued under and subject to the terms, provisions and conditions of the
        Operating Agreement. Reference is hereby made to the Operating Agreement
        for a
        full statement of the respective rights, limitations of rights and duties
        of the
        Joint Venture Company, the Funding Member and [____________], a Delaware
        corporation (the “Non-Funding
        Member”)
        and
        the terms under which this Note is issued and delivered. Capitalized terms
        used
        in this Note and not defined shall have the meanings set forth in the Operating
        Agreement. This 

       

      
        
          
          

        

        
          Exhibit
            B-1

          
            

          

        

        
          
          

        

      

      Note
        may
        be one of a series of Notes issued pursuant to Section 3.2 of the Operating
        Agreement. This Note is [an Optional [***] Shortfall Note] [an Optional [***]
        Equalization Note].

       

      1. TERM.
        (a)
        This note will mature on the [***].

       

      (b) Subject
        to Section 4 below, upon the date of the first distribution under Section
        13.13(C) of the Operating Agreement, the Outstanding Balance, plus all accrued
        and unpaid interest thereon, shall become due. 

       

      2. INTEREST.
        [Optional
        [***]
        Equalization
        Note:
        [***]]

       

      [Optional
        [***] Shortfall Note:
        As
        provided in the Operating Agreement, interest on the unpaid principal balance
        of
        this Note (such unpaid principal balance at any given time is referred to
        as the
“Outstanding
        Balance”)
        will
        accrue at the [***] (as reported in the [***]), as in effect on the issue
        date
        of this Note and adjusted every [***], per annum, compounded [***], calculated
        on the basis of a 360 day year and actual days elapsed.

       

      All
        payments received shall be applied first against costs of collection and
        enforcement (if any), then against accrued and unpaid interest, and then
        against
        principal.

       

      3. PREPAYMENT.
        The Joint Venture Company shall prepay, without premium or penalty, this
        Note
        if, as and to the extent required by the Operating Agreement, but only upon
        written notice executed by the chief executive officer of the holder of this
        Note. 

       

      4. CONVERSION.
        

       

      (a) At
        any
        time, and from time to time, the Funding Member may, at its election, transfer
        to the Joint Venture Company as a Capital Contribution all or a portion of
        the
        Outstanding Balance plus all accrued and unpaid interest thereon and such
        amount
        shall be added to the Capital Contribution Balance of the Funding Member
        (a
“Conversion”).

       

      (b) If
        the
        Outstanding Balance plus all accrued and unpaid interest thereon shall become
        due as set forth in Section 1(b) above, (i) the Funding Member may elect to
        make a Conversion in full, but not in part, of the Outstanding Balance plus
        all
        accrued and unpaid interest thereon or (ii) if the Funding Member does not
        so
        elect, a Conversion of the Outstanding Balance plus all accrued and unpaid
        interest thereon (in full, but not in part) may be effected in accordance
        with
        Section 13.13(B) of the Operating Agreement.

       

      (c) Upon
        the
        occurrence of an Event of Default under Section 5 below, the Funding Member
        may,
        in addition to the remedies set forth in Section 6 below, elect to make a
        Conversion.

       

      5. DEFAULT.
        The occurrence of any one or more of the following events, acts or occurrences
        shall constitute an event of default (each an “Event
        of Default”):

       

      (a) failure
        by the Joint Venture Company to pay any principal of or interest on this
        Note as
        and when required by the Operating Agreement or the terms hereof;
        and

       

      
        
          
          

        

        
          Exhibit
            B-2

          
            

          

        

        
          
          

        

      

      (b) (i)
        the
        entry of a decree or order for relief of the Joint Venture Company by a court
        of
        competent jurisdiction in any involuntary case involving the Joint Venture
        Company under any bankruptcy, insolvency or other similar law now or hereafter
        in effect; (ii) the appointment of a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or other similar agent for the Joint Venture Company
        or
        for any substantial part of the Joint Venture Company’s assets or property;
        (iii) the ordering of the winding up or liquidation of the Joint Venture
        Company’s affairs; (iv) the filing with respect to the Joint Venture Company of
        a petition in any such involuntary bankruptcy case, which petition remains
        undismissed for a period of sixty (60) days or which is dismissed or suspended
        pursuant to Section 305 of the Federal Bankruptcy Code (or any corresponding
        provision of any future United States bankruptcy law); (v) the commencement
        by
        the Joint Venture Company of a voluntary case under any bankruptcy, insolvency
        or other similar law now or hereafter in effect; (vi) the consent by the
        Joint
        Venture Company to the entry of an order for relief in an involuntary case
        under
        any such law or to the appointment of or taking possession by a receiver,
        liquidator, assignee, trustee, custodian, sequestrator or other similar agent
        for the Joint Venture Company or for any substantial part of the Joint Venture
        Company’s assets or property; or (vii) the making by the Joint Venture Company
        of any general assignment for the benefit of creditors.

       

      6. REMEDIES.
        If an Event of Default occurs, the Funding Member may, at its election, (a)
        elect to make a Conversion in accordance with Section 4 above, (b) accelerate
        repayment of the Outstanding Balance, in which case the Outstanding Balance
        plus
        all accrued and unpaid interest thereon shall be due and payable immediately,
        and (c) pursue a claim for payment of the amounts required to be paid under
        the
        Operating Agreement or this Note.

       

      7. MISCELLANEOUS.

       

      7.1 This
        Note
        shall be construed and enforced in accordance with and governed by the laws
        of
        the State of Delaware without giving effect to the principles of conflict
        of
        laws thereof.

       

      7.2 The
        titles, captions and headings of this Note are provided for convenience of
        reference only and shall not be deemed to constitute a part of this Note.
        Unless
        otherwise specifically stated, all references herein to “sections” and
“appendices” will mean “sections” and “appendices” to this Note.

       

      7.3 All
        notices to the Joint Venture Company shall be sent addressed to the Authorized
        Officers, or the Chief Executive Officer, as applicable, of the Joint Venture
        Company at the Joint Venture Company’s principal place of business. All notices
        to the Funding Member or the Non-Funding Member shall be sent addressed to
        such
        Member at the address as may be specified by Members from time to time in
        a
        notice to the Joint Venture Company. Notwithstanding the foregoing, the initial
        notice addresses for the Joint Venture Company and the Members are set forth
        below. All notices are effective the next day, if sent by recognized overnight
        courier or facsimile, or five (5) days after deposit in the United States
        mail,
        postage prepaid, properly addressed and return receipt requested. 

       

      
        
          
          

        

        
          Exhibit
            B-3

          
            

          

        

        
          
          

        

      

      
        	
                To
                  the Joint Venture Company:

              	
                To
                  the Funding Member:

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	 	 
	
                Fax
                  Number: [____________]

              	
                Fax
                  Number: [____________]

              
	 	 


      

       

      7.4 No
        delay
        or omission to exercise any right, power or remedy accruing to the Funding
        Member, upon any breach or default of the Joint Venture Company under this
        Note,
        shall impair any such right, power or remedy of the Funding Member nor shall
        it
        be construed to be a waiver of any such breach or default, or an acquiescence
        therein, or of any similar breach of default thereafter occurring or any
        waiver
        of any other breach or default theretofore or thereafter occurring. The
        acceptance at any time by the Funding Member of any past-due amount shall
        not be
        deemed to be a waiver of the right to require prompt payment when due of
        any
        other amounts then or thereafter due and payable. Any waiver, permit, consent
        or
        approval of any kind or character on the part of the Funding Member of any
        breach of default under this Note or any waiver on the part of the Funding
        Member of any provisions or conditions of this Note, must be in writing and
        shall be effective only to the extent specifically set forth in such writing.
        All
        other
        remedies provided for in this Note shall be exclusive and shall be in lieu
        of
        any other remedies that the Funding Member may have in respect of this Note,
        at
        law or in equity.

       

      7.5 This
        Note
        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.

       

      7.6 Should
        any provision of this Note 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 Note shall remain
        in full
        force in all other respects and the parties hereto shall negotiate in good
        faith
        appropriate modifications to this Note that most nearly effects the parties’
intent in entering into this Note.

       

      7.7 The
        Joint
        Venture Company hereby waives presentment, demand, protest, notice of dishonor,
        diligence and all other notices, any release or discharge arising from any
        extension of time, discharge of a prior party, release of any or all of any
        security given from time to time for this Note, or other cause of release
        or
        discharge other than actual payment in full hereof.

       

      7.8 The
        Funding Member shall not be deemed, by any act or omission, to have waived
        any
        of its rights or remedies hereunder unless such waiver is in writing and
        signed
        by the Funding Member and then only to the extent specifically set forth
        in such
        writing. A waiver with reference to one event shall not be construed as
        continuing or as a bar to or waiver of any right or remedy as to a subsequent
        event. 

       

      7.9 Time
        is
        of the essence hereof.

       

      7.10 It
        is
        expressly agreed that if this Note is referred to an attorney or if suit
        is
        brought to collect or interpret this Note or any part hereof or to enforce
        or
        protect any rights conferred 

       

      
        
          
          

        

        
          Exhibit
            B-4

          
            

          

        

        
          
          
upon
          the
          Funding Member by this Note or any other document evidencing this Note,
          then the
          Joint Venture Company promises and agrees to pay all costs, including attorneys’
fees, incurred by the Funding Member. 

      

       

      7.11 If
        any
        provisions of this Note would require the Joint Venture Company to pay interest
        hereon at a rate exceeding the highest rate allowed by applicable law, the
        Joint
        Venture Company shall instead pay interest under this Note at the highest
        rate
        permitted by applicable law. 

       

      7.12 In
        the
        event of any conflict between the provisions of the Operating Agreement and
        this
        Note, the provisions of the Operating Agreement shall control.

       

      


      
        
          
          

        

        
          Exhibit
            B-5

          
            

          

        

        
          
          

        

      


       

      IN
        WITNESS WHEREOF, the Joint Venture Company has executed this Note as of the
        date
        first above written. 

      


       

      
        	
                IM
                  FLASH TECHNOLOGIES, LLC

              
	 
	 
	
                By:_________________________    

              
	 
	
                Name:_______________________   

              
	 
	
                Title:________________________    

              


      

      


      


      
        	
                ACKNOWLEDGED
                  AND ACCEPTED:

              
	 
	
                [____________],
                  the Funding Member

              
	 
	 
	
                By:_________________________    

              
	 
	
                Name:_______________________   

              
	 
	
                Title:________________________    

              


      

      


      


      SIGNATURE
        PAGE TO 

      PROMISSORY
        NOTE

      ISSUED
        BY
        IM FLASH TECHNOLOGIES

      TO
        [____________]

       

      


      
        
          
          

        

        
          Exhibit
            B-6

          
            

          

        

        
          
          

        

      


      EXHIBIT
        C

       

      FORM
        OF 

       

      OPTIONAL
        OTHER NOTE

       

      NEITHER
        THIS NOTE NOR ANY INTEREST IN THE JOINT VENTURE COMPANY (AS DEFINED BELOW)
        THAT
        MAY BE ACQUIRED UPON CONVERSION OF THIS NOTE HAS BEEN REGISTERED UNDER THE
        SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
        OR
        UNDER THE SECURITIES LAWS OF ANY STATES. THIS NOTE HAS BEEN ISSUED IN RELIANCE
        UPON THE REPRESENTATION OF THE HOLDER THAT IT HAS BEEN ACQUIRED FOR INVESTMENT
        PURPOSES AND NOT WITH A VIEW TOWARDS THE RESALE OR OTHER DISTRIBUTION THEREOF.
        THIS NOTE AND ANY INTEREST IN THE JOINT VENTURE COMPANY ACQUIRED UPON CONVERSION
        OF THIS NOTE ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND
        MAY
        NOT BE TRANSFERRED OR RESOLD UNLESS PERMITTED UNDER SECTIONS 12.2 OR 12.5
        OF THE
        AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT, DATED
        FEBRUARY 27, 2007, OF THE JOINT VENTURE COMPANY AND THEN ONLY PURSUANT TO
        REGISTRATION OR EXEMPTION THEREFROM AS PERMITTED UNDER THE ACT AND APPLICABLE
        STATE SECURITIES LAWS. INVESTORS SHOULD BE AWARE THAT THEY MAY BE REQUIRED
        TO
        BEAR THE FINANCIAL RISKS OF THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.
        

       

      IM
        FLASH TECHNOLOGIES, LLC

       

      REDEEMABLE
        NOTE

      


      
        	 	
                No.:
                  _________

              
	
                Principal
                  Amount: $[____________]

              	
                Location:
                  [____________]

              
	
                Date
                  of Issuance: [____________]

              	
                Maturity
                  Date: [____________] 

              


      

       

      FOR
        VALUE
        RECEIVED, IM Flash Technologies, LLC, a Delaware limited liability company
        (the
“Joint
        Venture Company”),
        promises to pay to [____________], a Delaware corporation (the “Funding
        Member”),
        or
        such Wholly-Owned Subsidiary of the Funding Member as the Funding Member
        may
        designate, the principal sum of [____________] Dollars ($[____________])of
        this
        Convertible Promissory Note (this “Note”),
        in
        accordance with Section 2 of this Note.

       

      This
        Note
        is delivered in exchange for Member Debt Financing received from the Funding
        Member pursuant to Section 3.3 of the Amended and Restated Limited
        Liability Company Operating Agreement, dated February 27, 2007, of the Joint
        Venture Company (the “Operating
        Agreement”)
        and is
        issued under and subject to the terms, provisions and conditions of the
        Operating Agreement. Reference is hereby made to the Operating Agreement
        for a
        full statement of the respective rights, limitations of rights and duties
        of the
        Joint Venture Company, the Funding Member and [____________], a Delaware
        corporation (the “Non-Funding
        Member”)
        and
        the terms under which this Note is issued and delivered. Capitalized terms
        used
        in this Note and not defined shall have the meanings set forth in the Operating
        Agreement. This 

      
        
          
          

        

        
          Schedule
            C-1

          
            

          

        

        
          
          

        

      

      Note
        may
        be one of a series of Notes issued pursuant to Section 3.3 of the Operating
        Agreement. This Note is an Optional Other Shortfall Note.

       

      1. TERM.
        This Note will mature on the [***].

       

      2. INTEREST.
        [***]

       

      3. PREPAYMENT.
        The Joint Venture Company shall prepay, without premium or penalty, this
        Note
        if, as and to the extent required by the Operating Agreement, but only upon
        written notice executed by the chief executive officer of the holder of this
        Note. 

       

      4. CONVERSION.
        

       

      (a) At
        any
        time, and from time to time, the Funding Member may, at its election, transfer
        to the Joint Venture Company as a Capital Contribution all or a portion of
        the
        Outstanding Balance thereon and such amount shall be added to the Capital
        Contribution Balance of the Funding Member (a “Conversion”).

       

      (b) Upon
        the
        occurrence of an Event of Default under Section 5 below, the Funding Member
        may,
        in addition to the remedies set forth in Section 6 below, elect to make a
        Conversion.

       

      5. DEFAULT.
        The occurrence of any one or more of the following events, acts or occurrences
        shall constitute an event of default (each an “Event
        of Default”):

       

      (a) failure
        by the Joint Venture Company to pay any principal of on this Note as and
        when
        required by the Operating Agreement or the terms hereof; and

       

      (b) (i)
        the
        entry of a decree or order for relief of the Joint Venture Company by a court
        of
        competent jurisdiction in any involuntary case involving the Joint Venture
        Company under any bankruptcy, insolvency or other similar law now or hereafter
        in effect; (ii) the appointment of a receiver, liquidator, assignee, custodian,
        trustee, sequestrator or other similar agent for the Joint Venture Company
        or
        for any substantial part of the Joint Venture Company’s assets or property;
        (iii) the ordering of the winding up or liquidation of the Joint Venture
        Company’s affairs; (iv) the filing with respect to the Joint Venture Company of
        a petition in any such involuntary bankruptcy case, which petition remains
        undismissed for a period of sixty (60) days or which is dismissed or suspended
        pursuant to Section 305 of the Federal Bankruptcy Code (or any corresponding
        provision of any future United States bankruptcy law); (v) the commencement
        by
        the Joint Venture Company of a voluntary case under any bankruptcy, insolvency
        or other similar law now or hereafter in effect; (vi) the consent by the
        Joint
        Venture Company to the entry of an order for relief in an involuntary case
        under
        any such law or to the appointment of or taking possession by a receiver,
        liquidator, assignee, trustee, custodian, sequestrator or other similar agent
        for the Joint Venture Company or for any substantial part of the Joint Venture
        Company’s assets or property; or (vii) the making by the Joint Venture Company
        of any general assignment for the benefit of creditors.

       

      6. REMEDIES.
        If an Event of Default occurs, the Funding Member may, at its election, (a)
        elect to make a Conversion in accordance with Section 4 above, (b) accelerate
        repayment of the 

       

      
        
          
          

        

        
          Schedule
            C-2

          
            

          

        

        
          
          

        

      

      Outstanding
        Balance, in which case the Outstanding Balance shall be due and payable
        immediately, and (c) pursue a claim for payment of the amounts required to
        be
        paid under the Operating Agreement or this Note.

       

      7. MISCELLANEOUS.

       

      7.1 This
        Note
        shall be construed and enforced in accordance with and governed by the laws
        of
        the State of Delaware without giving effect to the principles of conflict
        of
        laws thereof.

       

      7.2 The
        titles, captions and headings of this Note are provided for convenience of
        reference only and shall not be deemed to constitute a part of this Note.
        Unless
        otherwise specifically stated, all references herein to “sections” and
“appendices” will mean “sections” and “appendices” to this Note.

       

      7.3 All
        notices to the Joint Venture Company shall be sent addressed to the Authorized
        Officers, or the Chief Executive Officer, as applicable, of the Joint Venture
        Company at the Joint Venture Company’s principal place of business. All notices
        to the Funding Member or the Non-Funding Member shall be sent addressed to
        such
        Member at the address as may be specified by Members from time to time in
        a
        notice to the Joint Venture Company. Notwithstanding the foregoing, the initial
        notice addresses for the Joint Venture Company and the Members are set forth
        below. All notices are effective the next day, if sent by recognized overnight
        courier or facsimile, or five (5) days after deposit in the United States
        mail,
        postage prepaid, properly addressed and return receipt requested. 

      


      
        	
                To
                  the Joint Venture Company:

              	
                To
                  the Funding Member:

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	
                [____________]

              	
                [____________]

              
	 	 
	
                Fax
                  Number: [____________]

              	
                Fax
                  Number: [____________]

              
	 	 


      

       

      7.4 No
        delay
        or omission to exercise any right, power or remedy accruing to the Funding
        Member, upon any breach or default of the Joint Venture Company under this
        Note,
        shall impair any such right, power or remedy of the Funding Member nor shall
        it
        be construed to be a waiver of any such breach or default, or an acquiescence
        therein, or of any similar breach of default thereafter occurring or any
        waiver
        of any other breach or default theretofore or thereafter occurring. The
        acceptance at any time by the Funding Member of any past-due amount shall
        not be
        deemed to be a waiver of the right to require prompt payment when due of
        any
        other amounts then or thereafter due and payable. Any waiver, permit, consent
        or
        approval of any kind or character on the part of the Funding Member of any
        breach of default under this Note or any waiver on the part of the Funding
        Member of any provisions or conditions of this Note, must be in writing and
        shall be effective only to the extent specifically set forth in such writing.
        All
        other
        remedies provided for in this Note shall be exclusive and shall be in lieu
        of
        any other remedies that the Funding Member may have in respect of this Note,
        at
        law or in equity.

       

      
        
          
          

        

        
          Schedule
            C-3

          
            

          

        

        
          
          

        

      

      7.5 This
        Note
        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.

       

      7.6 Should
        any provision of this Note 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 Note shall remain
        in full
        force in all other respects and the parties hereto shall negotiate in good
        faith
        appropriate modifications to this Note that most nearly effects the parties’
intent in entering into this Note.

       

      7.7 The
        Joint
        Venture Company hereby waives presentment, demand, protest, notice of dishonor,
        diligence and all other notices, any release or discharge arising from any
        extension of time, discharge of a prior party, release of any or all of any
        security given from time to time for this Note, or other cause of release
        or
        discharge other than actual payment in full hereof.

       

      7.8 The
        Funding Member shall not be deemed, by any act or omission, to have waived
        any
        of its rights or remedies hereunder unless such waiver is in writing and
        signed
        by the Funding Member and then only to the extent specifically set forth
        in such
        writing. A waiver with reference to one event shall not be construed as
        continuing or as a bar to or waiver of any right or remedy as to a subsequent
        event. 

       

      7.9 Time
        is
        of the essence hereof.

       

      7.10 It
        is
        expressly agreed that if this Note is referred to an attorney or if suit
        is
        brought to collect or interpret this Note or any part hereof or to enforce
        or
        protect any rights conferred upon the Funding Member by this Note or any
        other
        document evidencing this Note, then the Joint Venture Company promises and
        agrees to pay all costs, including attorneys’ fees, incurred by the Funding
        Member. 

       

      7.11 If
        any
        provisions of this Note would require the Joint Venture Company to pay interest
        hereon at a rate exceeding the highest rate allowed by applicable law, the
        Joint
        Venture Company shall instead pay interest under this Note at the highest
        rate
        permitted by applicable law. 

       

      7.12 In
        the
        event of any conflict between the provisions of the Operating Agreement and
        this
        Note, the provisions of the Operating Agreement shall control.

       

      
        
          
          

        

        
          Schedule
            C-4

          
            

          

        

        
          
          

        

      

      



       

      IN
        WITNESS WHEREOF, the Joint Venture Company has executed this Note as of the
        date
        first above written. 

      


       

      
        	
                IM
                  FLASH TECHNOLOGIES, LLC

              
	 
	 
	
                By:__________________________   

              
	 
	
                Name:________________________   

              
	 
	
                Title:_________________________   

              


      

      


      


      
        	
                ACKNOWLEDGED
                  AND ACCEPTED:

              
	 
	
                [____________],
                  the Funding Member

              
	 
	 
	
                By:__________________________    

              
	 
	
                Name:________________________    

              
	 
	
                Title:_________________________    

              


      

       

      


      SIGNATURE
        PAGE TO 

      PROMISSORY
        NOTE

      ISSUED
        BY
        IM FLASH TECHNOLOGIES

      TO
        [____________]

       

      


       

      
        
          
          

        

        
          Schedule
            C-5