Exhibit 10.68


    
      
        

      

    

    Exhibit
      10.68

    


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

     

    INTEL/MICRON
      CONFIDENTIAL

     

    


     

     

    


     

     

    


     

    
      	 
	
               

              LIMITED
                LIABILITY PARTNERSHIP AGREEMENT

               

              OF

               

              IM
                FLASH SINGAPORE, LLP

               

              BY
                AND BETWEEN

               

              MICRON
                SEMICONDUCTOR ASIA PTE. LTD. 

               

              AND

               

              INTEL
                TECHNOLOGY ASIA PTE LTD

               

              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

            	
              2

            
	
              1.6

            	
              Intentionally
                Omitted

            	
              2

            
	
              1.7

            	
              Intentionally
                Omitted

            	
              2

            
	
              1.8

               

            	
              Supply
                Agreements

               

            	
              2

               

            
	
              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

            	
              3

            
	
              2.4

            	
              Shortfalls
                in Contributions

            	
              6

            
	
              2.5

            	
              Miscellaneous
                Capital Provisions

            	
              8

            
	
              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

            	
              13

            
	
              3.4

            	
              Change
                In Committed Capital

            	
              14

            
	
              3.5

            	
              Change
                in Consolidating Member

            	
              14

            
	
              3.6

               

            	
              Loans
                Through Subsidiary

               

            	
              14

               

            
	
              ARTICLE
                4.

               

            	
              CAPITAL
                ACCOUNTS AND ALLOCATIONS

               

            	
              14

               

            
	
              4.1

            	
              Capital
                Accounts

            	
              14

            
	
              4.2

            	
              Allocations
                of Book Income and Loss

            	
              14

            
	
              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

               

            	
              17

               

            
	
              ARTICLE
                6.

               

            	
              MANAGEMENT;
                BOARD OF MANAGERS

               

            	
              17

               

            
	
              6.1

            	
              Management
                Power

            	
              17

            
	
              6.2

            	
              Number
                of Managers; Appointment of Managers

            	
              18

            
	
              6.3

            	
              Voting
                of Managers

            	
              19

            
	
              6.4

            	
              Meetings
                of the Board of Managers; Quorum

            	
              22

            
	
              6.5

            	
              Notice;
                Waiver

            	
              23

            


    

     

    
      
        
        

      

      
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          TABLE
            OF CONTENTS

          (continued)

           

          Page

        

      

    

     

    
      	
              6.6

            	
              Action
                Without a Meeting; Meetings by Telecommunications

            	
              23

            
	
              6.7

            	
              Alternate
                Managers

            	
              23

            
	
              6.8

            	
              Compensation
                of Managers

            	
              23

            
	
              6.9

               

            	
              Statutory
                Manager

               

            	
              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

            	
              Site
                Manager

            	
              29

            
	
              8.2

            	
              Intentionally
                Omitted

            	
              30

            
	
              8.3

            	
              Lead
                Controller

            	
              30

            
	
              8.4

            	
              Intentionally
                Omitted

            	
              30

            
	
              8.5

            	
              General
                Provisions Regarding Officers

            	
              30

            
	
              8.6

            	
              Intentionally
                Omitted

            	
              31

            
	
              8.7

               

            	
              Waiver
                of Fiduciary Duties

               

            	
              31

               

            
	
              ARTICLE
                9.

               

            	
              EMPLOYEE
                MATTERS

               

            	
              32

               

            
	
              9.1

            	
              Joint
                Venture Company Employees; Seconded Employees

            	
              32

            
	
              9.2

            	
              Performance
                and Removal of Seconded Employees

            	
              33

            
	
              9.3

            	
              Forms

            	
              33

            
	
              9.4

               

            	
              Compensation
                and Benefits

               

            	
              33

               

            
	
              ARTICLE
                10.

               

            	
              RECORDS,
                ACCOUNTS AND REPORTS

               

            	
              34

               

            
	
              10.1

            	
              Books
                and Records

            	
              34

            
	
              10.2

            	
              Access
                to Information

            	
              35

            
	
              10.3

            	
              Operations
                Reports

            	
              36

            
	
              10.4

            	
              Financial
                Reports

            	
              36

            
	
              10.5

            	
              Reportable
                Events

            	
              38

            
	
              10.6

            	
              Tax
                Information

            	
              40

            
	
              10.7

            	
              Tax
                Matters and Precedent Partner

            	
              41

            
	
              10.8

            	
              Bank
                Accounts and Funds

            	
              41

            
	
              10.9

               

            	
              Internal
                Controls

               

            	
              41

               

            
	
              ARTICLE
                11.

               

            	
              BUSINESS
                PLAN

               

            	
              42

               

            
	
              11.1

            	
              Initial
                Business Plan; Initial Budgets

            	
              42

            
	
              11.2

            	
              Subsequent
                Business Plans

            	
              46

            
	
              11.3

            	
              Expenditures

            	
              49

            
	
              11.4

            	
              Fab
                Criteria

            	
              49

            


    

     

    
      
        
        

      

      
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          TABLE
            OF CONTENTS

          (continued)

           

          Page

        

      

    

     

    
      	
              11.5

            	
              Quarterly
                Business Plan

            	
              49

            
	
              11.6

            	
              Operating
                Plan

            	
              50

            
	
              11.7

            	
              Use
                of Member Names

            	
              50

            
	
              11.8

               

            	
              Insurance

               

            	
              51

               

            
	
              ARTICLE
                12.

               

            	
              TRANSFER
                RESTRICTIONS

               

            	
              51

               

            
	
              12.1

            	
              Restrictions
                on Transfer

            	
              51

            
	
              12.2

            	
              Permitted
                Transfers

            	
              51

            
	
              12.3

            	
              Additional
                Members

            	
              53

            
	
              12.4

            	
              Certain
                Purchases

            	
              53

            
	
              12.5

               

            	
              Purchase
                of Remaining Interest

               

            	
              54

               

            
	
              ARTICLE
                13.

               

            	
              TRIGGERING
                EVENTS; DISSOLUTION AND LIQUIDATION

               

            	
              56

               

            
	
              13.1

            	
              Triggering
                Events

            	
              56

            
	
              13.2

            	
              Determination
                of [***] Value

            	
              56

            
	
              13.3

            	
              No
                Withdrawal

            	
              57

            
	
              13.4

            	
              Intentionally
                Omitted

            	
              57

            
	
              13.5

            	
              Intentionally
                Omitted

            	
              57

            
	
              13.6

            	
              Intentionally
                Omitted

            	
              57

            
	
              13.7

            	
              Intentionally
                Omitted

            	
              57

            
	
              13.8

            	
              Intentionally
                Omitted

            	
              57

            
	
              13.9

            	
              Intentionally
                Omitted

            	
              57

            
	
              13.10

            	
              Intentionally
                Omitted

            	
              57

            
	
              13.11

            	
              Auction
                of Remaining Assets

            	
              57

            
	
              13.12

            	
              Voluntary
                Dissolution; Mandatory Dissolution

            	
              57

            
	
              13.13

            	
              Liquidation

            	
              58

            
	
              13.14

            	
              Supply
                Agreements

            	
              59

            
	
              13.15

               

            	
              Employees

               

            	
              59

               

            
	
              ARTICLE
                14.

               

            	
              EXCULPATION
                AND INDEMNIFICATION

               

            	
              61

               

            
	
              14.1

            	
              Exculpation

            	
              61

            
	
              14.2

               

            	
              Indemnification

               

            	
              61

               

            
	
              ARTICLE
                15.

               

            	
              GOVERNMENTAL
                APPROVALS

               

            	
              62

               

            
	
              15.1

               

            	
              Governmental
                Approvals

               

            	
              62

               

            
	
              ARTICLE
                16.

               

            	
              FORMATION
                OF ADDITIONAL ENTITIES

               

            	
              64

               

            
	
              16.1

            	
              Formation
                of Domestic Subsidiaries

            	
              64

            
	
              16.2

               

            	
              Intentionally
                Omitted

               

            	
              64

               

            
	
              ARTICLE
                17.

               

            	
              DEADLOCK;
                OTHER DISPUTE RESOLUTION; EVENT OF DEFAULT

               

            	
              64

               

            
	
              17.1

            	
              Deadlock

            	
              64

            
	
              17.2

            	
              Resolution
                of Deadlock

            	
              65

            


    

     

    
      
        
        

      

      
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          TABLE
            OF CONTENTS

          (continued)

           

          Page

        

      

    

     

    
      	
              17.3

            	
              Definition
                of “Intel Singapore Matters.”

            	
              66

            
	
              17.4

            	
              Definition
                of “Micron Singapore Matters.”

            	
              66

            
	
              17.5

            	
              Other
                Dispute Resolution

            	
              66

            
	
              17.6

            	
              Mediation

            	
              66

            
	
              17.7

            	
              Event
                of Default

            	
              66

            
	
              17.8

            	
              Specific
                Performance

            	
              67

            
	
              17.9

               

            	
              Tax
                Matters

               

            	
              67

               

            
	
              ARTICLE
                18.

               

            	
              MISCELLANEOUS
                PROVISIONS

               

            	
              68

               

            
	
              18.1

            	
              Notices

            	
              68

            
	
              18.2

            	
              Waiver

            	
              69

            
	
              18.3

            	
              Assignment

            	
              69

            
	
              18.4

            	
              Third
                Party Rights

            	
              69

            
	
              18.5

            	
              Choice
                of Law

            	
              69

            
	
              18.6

            	
              Headings

            	
              69

            
	
              18.7

            	
              Entire
                Agreement

            	
              69

            
	
              18.8

            	
              Severability

            	
              70

            
	
              18.9

            	
              Counterparts

            	
              70

            
	
              18.10

            	
              Further
                Assurances

            	
              70

            
	
              18.11

            	
              Consequential
                Damages

            	
              70

            
	
              18.12

            	
              Jurisdiction;
                Venue

            	
              70

            
	
              18.13

            	
              Confidential
                Information

            	
              70

            
	
              18.14

            	
              Certain
                Interpretive Matters

            	
              71

            


    

    


    


    


    

      
        	
                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

              


      

    

     

    
      
        
        

      

      
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          TABLE
            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-

          
            

          

        

        
          
          

          
          

        

      

    

    



    LIMITED
      LIABILITY PARTNERSHIP AGREEMENT

     

    OF

     

    IM
      FLASH SINGAPORE, LLP

     

    This
      LIMITED
      LIABILITY PARTNERSHIP AGREEMENT
      (this
“Agreement”)
      of
      IM Flash Singapore, LLP,
      a
      limited liability partnership organized under the laws of Singapore (the
      “Joint Venture Company”),
      is
      made and entered into as of this 27th day of February, 2007 (the “Effective
      Date”),
      by
      and between Micron Semiconductor Asia Pte. Ltd., a private limited company
      organized under the laws of Singapore (“Micron
      Singapore”),
      and
      Intel Technology Asia Pte Ltd, a private limited company organized under the
      laws of Singapore (“Intel
      Singapore”)
      (Micron Singapore and Intel Singapore 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
      Singapore and Intel Singapore registered the Joint Venture Company to engage
      in
      the activities set forth in Section 1.4 hereof.

     

    B. Prior
      to
      or contemporaneously with the execution of this Agreement, the Joint Venture
      Company, Micron Singapore and Intel Singapore have each entered into the Joint
      Venture Documents to which they are a party.

     

    ARTICLE
      1.  

    ORGANIZATIONAL
      MATTERS

     

    1.1  The
      Joint Venture Company.
      The
      Joint Venture Company is a limited liability partnership organized under the
      Limited Liability Partnership Act of 2005 (No. 5 of 2005) of Singapore, 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 limited liability partnership as
      a
      result of the lodging by each of Micron Singapore and Intel Singapore of a
      statement in accordance with Section(15)(i) of the Act with the Registrar of
      Limited Liability Partnerships (the “Registrar”)
      and
      the issuance of the notice of registration (the
      “Certificate”).

     

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

     

    1.3  Term.
      The
      initial term of the business of the Joint Venture Company shall continue until
      January 6, 2016, unless terminated 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 partnership
      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 Singapore and (ii) Intel [***] if such Member is Micron Singapore), 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.

     

    (A)  The
      principal place of business and mailing address of the Joint Venture Company
      shall be IM Flash Singapore, LLP, c/o Allen & Gledhill, One Marina Boulevard
      #28-00, Singapore 018989, or such other address within Singapore 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 Singapore 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)  The
      Joint
      Venture Company may maintain other offices and places of business at such other
      place or places within or outside Singapore, and outside of the United States,
      as the Board of Managers may deem to be advisable.

     

    (C)  The
      registered office of the Joint Venture Company in Singapore shall be IM Flash
      Singapore, LLP, c/o Allen & Gledhill, One Marina Boulevard #28-00, Singapore
      018989. The registered office 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 ACRA in accordance with the Act. 

     

    1.6  Intentionally
      Omitted.

     

    1.7  Intentionally
      Omitted.

     

    1.8  Supply
      Agreements.
      Contemporaneously with the execution of this Agreement, Intel
      Singapore and Micron Singapore have entered into the Supply Agreements with
      the
      Joint Venture Company pursuant to which, subject to the terms and conditions
      set
      forth in the 

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    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
      Singapore Initial Capital Contribution.
      The
      Members acknowledge and agree that, within three (3) Business Days of the
      Effective Date, Intel Singapore shall deliver to the Joint Venture Company
      all
      of the Intel Initial Contributed Assets, as identified on Appendix D.
      

     

    (B)  Micron
      Singapore Initial Capital Contribution.
      The
      Members acknowledge and agree that, within three (3) Business Days of the
      Effective Date, Micron Singapore shall deliver to the Joint Venture Company
      all
      of the Micron Initial Contributed Assets, as identified on Appendix D.
      

     

    2.2  Initial
      Capital Contribution Reserve.
      The
      Joint Venture Company shall use all funds contributed as Initial Capital
      Contributions before permitting any Additional Capital Contributions. Moreover,
      the Initial Capital Contributions 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. Such amounts shall be deemed to be necessary
      reserves for purposes of distributions under Section 5.1(A).

     

    2.3  Additional
      Capital Contributions.

     

    (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 Singapore be obligated to make [***] Capital
      Contributions in the aggregate in excess of the Intel Maximum Incremental
      Capital Amount, or (2) Micron Singapore 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 

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    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 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 

     

    
      
        
        

      

      
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    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)) 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 [***]s of the Additional
      Capital Contribution in full, all such amounts shall be deemed 

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    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.

     

    (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.

     

    
      
        
        

      

      
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    (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.

     

    (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 

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    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 Triggering
      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.

     

    (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 

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    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
      Domestic 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.

     

    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
      

     

    
      
        
        

      

      
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    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 [***].

     

    (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-

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    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
      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 

     

    
      
        
        

      

      
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    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 no 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.

     

    (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 

     

    
      
        
        

      

      
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    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.

     

    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 

     

    
      
        
        

      

      
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    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, (A) Intel Singapore may elect
      to provide such Member Debt Financing through Intel or a Wholly-Owned Subsidiary
      of Intel and (B) Micron Singapore may elect to provide such Member Debt
      Financing through Micron or a Wholly-Owned Subsidiary of Micron; provided,
      however,
      that
      the Member, rather than such Affiliate 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.

     

    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 

     

    
      
        
        

      

      
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    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 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 

     

    
      
        
        

      

      
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    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 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 Precedent 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

     

    
      
        
        

      

      
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     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 and affairs 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. 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. Subject
      to
      the limitations set forth in this Agreement, the Board of Managers shall have
      all the rights and powers specifically set forth in Section 6.3.

     

    6.2  Number
      of Managers; Appointment of Managers.

     

    (A)  The
      Board
      of Managers shall consist of eight (8) individuals (each such individual, a
      “Manager”).
      Subject to Section 6.2(B), one half of the Managers shall be appointed by
      Micron Singapore and one half of the Managers shall be appointed by Intel
      Singapore. The initial Managers appointed by Micron Singapore are listed on
      Appendix
      C,
      and the
      initial Managers appointed by Intel Singapore 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. Unless the Members agree otherwise, each
      Member who has the right to appoint three (3) or more Managers shall appoint
      at
      least one (1) Manager that is a resident of Singapore.

     

    (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



    
      
        
        

      

      
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    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.

     

    (C)  Chairman
      of the Board of Managers.
      Until
      the end of the Fiscal Year ending in 2007, Micron Singapore 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 Singapore and Micron Singapore; 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).

     

    
      
        
        

      

      
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    (D)  Presence
      of Certain Officers at Meetings of Board of Managers.
      The
      Site Manager, who 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 Site Manager from such meetings or such
      portions of meetings at which the compensation or performance of, or any issue
      involving, the Site Manager is discussed as the Board of Managers, in its sole
      discretion, deems appropriate.

     

    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 five (5) Managers if the total number of Managers is eight
      (8)), 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 Singapore Matter shall be deemed approved upon
      the
      approval of a majority of the Managers appointed by Micron Singapore, and any
      matter that is an Intel Singapore 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:

     

    (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;

     

    
      
        
        

      

      
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    (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 Singapore Matter
      that is approved by a majority of the Intel Singapore Managers then in office
      or
      a Micron Singapore Matter that is approved by a majority of the Micron Singapore
      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 Singapore Matter that is approved
      by a majority of the Intel Singapore Managers then in office or relating to
      a
      Micron Singapore Matter that is approved by a majority of the Micron Singapore
      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:

     

    
      
        
        

      

      
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    (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 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.

     

    
      
        
        

      

      
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    (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 (five (5) while the
      number of Managers is eight (8)), 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 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 the Site Manager 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 

     

    
      
        
        

      

      
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    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.

     

    6.9  Statutory
      Manager.
      There
      shall, at all times, be one person ordinarily resident in Singapore appointed
      as
      the statutory manager of the Joint Venture Company solely for the purposes
      of
      section 23 of the Act (the “Statutory
      Manager”).
      The
      duties of the Statutory Manager, in his or her capacity as Statutory Manager,
      shall be confined solely to ensure that all acts, matters and things that are
      required to be done by the Joint Venture Company under sections 24, 27 and
      28 of
      the Act are done by the Joint Venture Company and being responsible in respect
      of such matters under section 23(3) of the Act. The Statutory Manager shall
      be
      appointed by the Consolidating Member unless the Members agree otherwise in
      writing. The Consolidating Member shall also have the right, in its sole
      discretion, to remove such Statutory Manager at any time by delivery of written
      notice to the other Member(s) and the Joint Venture Company, unless otherwise
      agreed in writing by the Members. Any vacancy in the position of Statutory
      Manager for any reason (including as a result of such Statutory Manager’s death,
      resignation, retirement or removal pursuant to this Section) shall be filled
      by
      the Consolidating Member, unless otherwise agreed in writing by the Members.
      The
      first Statutory Manager shall be appointed by Micron Singapore and, unless
      such
      Statutory Manager resigns, dies, retires or is removed in accordance with this
      Section, such Statutory Manager shall serve in such position until a successor
      shall have been duly appointed by the Consolidating Member or as otherwise
      agreed in writing by the Members. For avoidance of doubt, no Manager under
      this
      Agreement 

     

    
      
        
        

      

      
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    shall
      be
      the Statutory Manager unless such Manager is so designated by the Member
      appointing such Statutory Manager in accordance with this Section.

     

    ARTICLE
      7. 

    MEMBERS

     

    7.1  Rights
      of Members; Meetings.

     

    (A)  The
      Members shall be the partners 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
      Site Manager or designee of the Site Manager 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 Site Manager 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 

     

    
      
        
        

      

      
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    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.

     

    (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
      ACRA, 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
      unanimously 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 

     

    
      
        
        

      

      
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    Joint
      Venture Company is limited to mandatory requirements of the Act or of any other
      Applicable Law.

     

    7.4  Voting
      Rights of Members.

     

    (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 Domestic 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
      unanimously 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


     

    
      
        
        

      

      
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    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;

     

    (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 

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

      
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    ARTICLE
      8.  

    OFFICERS
      AND COMMITTEES

     

    8.1  Site
      Manager.

     

    (A)  The
      Board
      of Managers shall appoint a site manager (the “Site
      Manager”),
      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 Site Manager shall perform or oversee those
      duties and have all powers 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 Site Manager shall reside in Singapore and shall be a full
      time
      employee of the Joint Venture Company, selected by the Board of Managers,
      subject to the consent of any 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 Site Manager at any
      time, with or without cause, subject to the terms of any employment contract
      between the Joint Venture Company and the Site Manager.

     

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

     

    8.2  Intentionally
      Omitted.

     

    8.3  Lead
      Controller.

     

    (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 reside
      in
      Singapore and shall be a full time employee of Micron Singapore or a Relative
      of
      Micron Singapore seconded on a full time basis to the Joint Venture Company
      by
      Micron Singapore or a Relative of Micron Singapore, or another individual
      selected by Micron Singapore, subject to the consent of Intel Singapore, which
      consent shall not be unreasonably withheld or delayed. Micron Singapore 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 Singapore
      and
      the Joint Venture Company. Micron Singapore 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 Singapore, 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.

     

    
      
        
        

      

      
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    (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 of such other Member or of a Relative of such
      other Member to assist the Lead Controller in the execution of his or her duties
      set forth in this Section 8.3. The senior finance officer shall reside in
      Singapore and shall be seconded on a full time basis to the Joint Venture
      Company. 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.

     

    8.4  Intentionally
      Omitted.

     

    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 Site Manager. 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,
      officers may either be full time employees of the Joint Venture Company resident
      in Singapore 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


     

    
      
        
        

      

      
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    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
      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,
      unless a Member has received the written consent of the other Member authorizing
      such activities, 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 Site
      Manager, the Lead Controller 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 Singapore or its Relatives or Intel Singapore 

     

    
      
        
        

      

      
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    or
      its
      Relatives may be seconded by Micron or Intel, respectively, and certain other
      persons who are employed by the U.S. Joint Venture Company may be seconded
      by
      the U.S. Joint Venture Company, to work in Singapore for the Joint Venture
      Company on a full time basis for a given period of time (“Seconded Employees”)
      pursuant to the terms and conditions of the Micron Personnel Secondment
      Agreement, the Intel Personnel Secondment Agreement or the U.S. Joint Venture
      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
      Joint Venture Company, (2) with respect to Seconded Employees employed by Micron
      Singapore or its Relatives, until the time determined under the terms of the
      Micron Personnel Secondment Agreement, (3) with respect to Seconded Employees
      employed by Intel Singapore or its Relatives, until the time determined under
      the terms of the Intel Personnel Secondment Agreement or (4) with respect to
      the
      Seconded Employees employed by the U.S. Joint Venture Company, until the time
      determined under the terms of the U.S. Joint Venture Company 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
      Board of Managers shall possess the authority to require that a Seconded
      Employee be reassigned by the seconding Member or its Relatives or the U.S.
      Joint Venture Company, as the case may be, to duties other than with the Joint
      Venture Company. Subject to the terms of the Intel Personnel Secondment
      Agreement, the Micron Personnel Secondment Agreement and the U.S. Joint Venture
      Company Personnel Secondment Agreement, as the case may be, the Site Manager
      shall possess the authority to require that a Seconded Employee be reassigned
      by
      the seconding Member or its Relatives or the U.S. Joint Venture Company, 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
      Subsidiaries shall have 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.”

     

    
      
        
        

      

      
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    (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 Singapore and Micron Singapore
      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
      Site Manager 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 Site Manager 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 Site Manager and approved by
      the Board of Managers.

     

    (B)  It
      is the
      intention of Micron Singapore to offer employees of Micron Singapore and its
      Relatives who transfer to the Joint Venture Company the option to transfer
      their
      vacation leave days balance accrued as of the date of transfer to the comparable
      plan of the Joint Venture Company to be administered in accordance with the
      terms of such plan. If Micron Singapore 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 vacation leave (or similar time bank) account
      with the transferred time and Micron Singapore shall pay the Joint Venture
      Company an amount equal to the person’s base daily rate multiplied by the
      vacation leave days transferred.

     

    (C)  It
      is the
      intention of Intel Singapore to offer employees of Intel Singapore and its
      Relatives who transfer to the Joint Venture Company the option to transfer
      their
      vacation leave days balance accrued as of the date of transfer to the comparable
      plan of the Joint Venture Company to be administered in accordance with the
      terms of such plan. If Intel Singapore 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 vacation leave (or similar time bank) account
      with the transferred time and Intel Singapore shall pay the Joint Venture
      Company an amount equal to the person’s base daily rate multiplied by the
      vacation leave days transferred.

     

    
      
        
        

      

      
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    ARTICLE
      10.  

    RECORDS,
      ACCOUNTS AND REPORTS

     

    10.1  Books
      and Records.
      The
      Site Manager 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’ 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;

     

    (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;

     

    (I)  copies
      of
      all contracts and agreements to which the Joint Venture Company is a party;
      and

     

    (J)  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 

     

    
      
        
        

      

      
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    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 and its Relatives’ 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.

     

    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, and in
      accordance with any other accounting principles under which such information
      must 

     

    
      
        
        

      

      
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    be
      prepared by the Joint Venture Company or such Subsidiaries under applicable
      legal or contractual requirements, 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 and in accordance
      with any other accounting principles under which such information must be
      prepared by the Joint Venture Company or such Subsidiaries under applicable
      legal or contractual requirements. The Lead Controller shall discuss with the
      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 

     

    
      
        
        

      

      
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    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 and in accordance with any other accounting principles
      under which such information must be prepared by the Joint Venture Company
      or
      such Subsidiaries under applicable legal or contractual requirements. 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 or such other legal or contractual requirement,
      as applicable, 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, 2007, 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 in
      compliance with any other accounting principles under which such information
      must be prepared by the Joint Venture Company or such Subsidiaries under
      applicable legal or contractual requirements 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”:

     

    (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;

     

    
      
        
        

      

      
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    (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;

     

    (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


     

    
      
        
        

      

      
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    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 any other legal or contractual
      requirements applicable to the Joint Venture Company (if any such legal or
      contractual requirement is different); 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
      Lead Controller shall deliver to each Member, on or prior to the date that
      is
      ninety (90) days following the end of each Joint Venture Company Fiscal Year,
      an
      estimate of the Singapore taxable income of the Joint Venture Company for such
      Fiscal Year.

     

    (B)  Tax
      Returns.
      The
      Lead Controller 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 Company
      Fiscal Year, a draft of the Singapore income tax computation (and related
      attachments including a copy of the certified true and correct financial
      statements of the Joint Venture Company and a draft return of contributed
      capital of each Member) of the Joint Venture Company for such Fiscal 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

     

    
      
        
        

      

      
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    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 Singapore tax issues shall be deemed
      to
      be the Singapore court), no later than one hundred eighty (180) days following
      the end of such Fiscal 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 (and related attachments, including
      a
      copy of the final tax computation, a copy of the certified true and correct
      financial statements of the Joint Venture Company and the return of contributed
      capital of each Member) to the Members within two hundred twenty (220) days
      after the end of each Fiscal 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 Precedent Partner.
      The
      [***] at the end of a given Fiscal Year (or, if there is no [***] at such time,
      the Member that served as the Precedent Partner for the prior year) shall serve
      as the “Precedent
      Partner”
for
      the
      purpose of Sections 62 and 71 of the Singapore Income Tax Act (“ITA”)
      and in
      any similar capacity under Singapore or foreign law for such year. The Precedent
      Partner shall supply such information to the Inland Revenue Authority of
      Singapore (“IRAS”)
      and to
      the other Member as may be necessary to cause the other Member to comply with
      the ITA. The Precedent 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 Precedent Partner shall not (a) enter into any settlement
      agreement with the IRAS which purports to bind or otherwise could adversely
      affect Persons other than the Precedent Partner and any Members who agree in
      writing to be bound by such agreement, (b) file a petition or similar
      proceeding as contemplated by the ITA, (c) intervene in any action as
      contemplated by the ITA, (d) file any request as contemplated by the ITA,
      (e) enter into an agreement extending the period of limitation as
      contemplated by the ITA, (f) take any actions comparable to those described
      in clauses (a) through (e) under Singapore or foreign tax law or (g) take
      any other action in its capacity as Precedent Partner that could significantly
      affect the tax liability of the other Member.

     

    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).

     

    
      
        
        

      

      
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    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 Lead Controller. 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 Lead
      Controller, 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 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.

     

    
      
        
        

      

      
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    (E)  The
      internal controls over financial reporting referenced in this Section 10.9
      shall provide, among other things, that Joint Venture Company expenditures
      greater than $[***] shall require the approval of the Site Manager; 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.
      The
      Members have 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.

     

    (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 a [***]
      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. 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 a [***] 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 [***] Budget; provided,
      however,
      that if
      there is no [***] Budget in the Initial Business Plan, then the [***] Budget
      shall be deemed to be zero.

     

    (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 Site Manager and with the Lead
      Controller) 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 Site Manager shall thereupon implement such amendment
      to the
      Initial Business Plan as
      promptly as commercially practicable; provided,
      however,
      that
      any failure of the Board 

     

    
      
        
        

      

      
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    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
      Singapore 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 Singapore 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 Site Manager
      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 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
      Singapore in excess of the Micron Maximum Incremental Capital Amount or by
      Intel
      Singapore 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 Site
      Manager shall implement the amended Initial Business Plan as promptly as
      commercially practicable. If 

     

    
      
        
        

      

      
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    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 Site Manager 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 Site Manager 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 a [***] Budget should
      be
      added thereto or, if previously added thereto, 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 the Initial Business Plan (and the Initial Business
      Plan as so amended shall be an Undisputed Approved Business Plan), and the
      Site
      Manager 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

    
      
        
        

      

      
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    Approved
      Business Plan), and the Site Manager 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 Site Manager 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 Site Manager 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 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 Site Manager
      and the Lead Controller 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 number of [***] 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 

     

    
      
        
        

      

      
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    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 Site Manager and the Lead Controller
      shall be advised by the Manufacturing Committee.

     

    (D)  Submission
      of Proposed Business Plan for Approval by Board of Managers.
      The
      Site Manager and the Lead Controller 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).

     

    (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).

     

    
      
        
        

      

      
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    (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 Site Manager or the Lead Controller 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
      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 Site Manager or the Lead
      Controller 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 Site
      Manager 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 

     

    
      
        
        

      

      
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    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
      Site Manager 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 Site Manager 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 Site Manager 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 Site
      Manager and the Lead Controller.

     

    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 

     

    
      
        
        

      

      
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    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.

     

    (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, which shall be made available to the Joint Venture Company
      by
      Micron Singapore.

     

    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 or their Relatives.

     

    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 

     

    
      
        
        

      

      
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    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 Parent Change of Control
      or
      a Member Change of Control shall constitute a Transfer prohibited by this
      Section 12.1; provided,
      however,
      that in
      the event of a Parent Change of Control or 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 or any Wholly-Owned
      Subsidiary of such Member’s Parent, in either case, that is established,
      organized or incorporated in Singapore, provided
      that,
      (i) while such Wholly-Owned Subsidiary holds such Interest or any Member
      Note it remains a Wholly-Owned Subsidiary of the original Member, (ii) 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 (iii) prior to the
      effectiveness of any permitted Transfer, the transferring Member shall 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;

     

    
      
        
        

      

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

     

    (C)  Upon
      a
      Transfer permitted under this Section 12.2 becoming effective and with effect
      on
      and after the date that the permitted Transfer becomes effective:

     

    (1)  the
      transferring Member shall cease (a) to be a partner or Member of the Joint
      Venture Company, and (b) to be entitled to any rights under this Agreement
      in
      respect of the transferred Interest (including, without limitation, the right
      to
      receive a return of any Capital Contribution or entitlement to distributions
      from the Joint Venture Company); and

     

    (2)  the
      Wholly-Owned Subsidiary of such Member or such Member’s Parent, as applicable,
      in whom the transferred Interest is vested shall (a) become a partner or Member
      of the Joint Venture Company in substitution for the transferring Member, and
      (b) be entitled to all of the transferring Member’s rights under this Agreement
      in respect of the transferred Interest (including, without limitation, the
      right
      to receive a return of any Capital Contribution or entitlement to distributions
      from the Joint Venture Company).

     

    12.3  Additional
      Members.
      No
      Person shall be admitted to the Joint Venture Company as a partner or Member
      other than Intel Singapore, Micron Singapore or any substitute Member for Intel
      Singapore or Micron Singapore (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 U.S. Effective
      Date
      and at any time that Intel Singapore 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 Singapore) is less than 51% but at least 49%,
      Intel Singapore shall have the right to purchase from Micron Singapore, and
      upon
      the exercise of such right Micron Singapore shall sell to Intel Singapore,
      an
      Interest representing a percentage (the “Option
      Percent”)
      of the
      Members’ aggregate Interests necessary to bring Intel Singapore’s Economic
      Interest to 51% (computed by shifting from the Capital Contribution Balance
      (and
      Committed Capital) of Micron Singapore to the Capital Contribution Balance
      (and


     

    
      
        
        

      

      
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    Committed
      Capital) of Intel Singapore the minimum sum necessary to raise the Economic
      Interest of Intel to 51%). The purchase price to be paid by Intel Singapore
      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 Singapore may exercise
      this
      purchase right by delivering a written notice of its intent to exercise to
      the
      Joint Venture Company and Micron Singapore. The closing of the purchase and
      sale
      shall take place on a date agreed to by the Joint Venture Company, Micron
      Singapore and Intel Singapore, 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 Singapore and Intel Singapore 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 Singapore shall pay to Micron Singapore 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 Singapore shall have the
      right to effect a Change in Consolidating Member. Intel Singapore 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
      Singapore; provided,
      however,
      that
      the exercise of such right by Intel Singapore shall be subject to the prior
      written consent of Micron Singapore. Upon the exercise of such right, Intel
      Singapore shall purchase from Micron Singapore, and Micron Singapore shall
      sell
      to Intel Singapore, an Interest representing a percentage (the “Consolidating
      Option Percent”)
      of the
      Members’ aggregate Interests necessary to bring Intel Singapore’s Economic
      Interest to 51% (computed by shifting from the Capital Contribution Balance
      (and
      Committed Capital) of Micron Singapore to the Capital Contribution Balance
      (and
      Committed Capital) of Intel Singapore the minimum sum necessary to raise the
      Economic Interest of Intel Singapore to 51%). The purchase price to be paid
      by
      Intel Singapore 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 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 Singapore and Intel Singapore,
      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
      Singapore and Intel Singapore 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 

     

    
      
        
        

      

      
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    Intel
      Singapore shall pay to Micron Singapore 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 U.S. 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. 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 U.S. Fiscal Month in which the notice
      is
      delivered (unless such notice is delivered within the last ten (10) days of
      the
      end of a U.S. Fiscal Month, in which case the Minority Closing shall take place
      on the last day of the first full U.S. 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 U.S. 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 U.S. 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 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.

     

    
      
        
        

      

      
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    (C)  Upon
      the
      Minority Closing and with effect on and after the date that of the Minority
      Closing:

     

    (1)  the
      Minority Member shall cease (a) to be a partner or Member of the Joint Venture
      Company, and (b) to be entitled to any rights under this Agreement in respect
      of
      the transferred Interest (including, without limitation, the right to receive
      a
      return of any Capital Contribution or entitlement to distributions from the
      Joint Venture Company); and

     

    (2)  the
      Majority Member shall become entitled to all of the Minority Member’s rights
      under this Agreement in respect of the transferred Interest (including, without
      limitation, the right to receive a return of any Capital Contribution or
      entitlement to distributions from the Joint Venture Company).

     

    (D)  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 Singapore, then Micron
      Singapore 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. 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 Singapore had obtained from the
      Joint
      Venture Company immediately prior to the Minority Closing.

     

    ARTICLE
      13.  

     

    TRIGGERING
      EVENTS; DISSOLUTION AND LIQUIDATION

     

    13.1  Triggering
      Events.

     

    (A)  Upon
      the
      occurrence of any of the following events (each, a “Triggering
      Event”),
      the
      Joint Venture Company shall, in contemplation of a dissolution of the Joint
      Venture Company, commence winding up 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 

     

    
      
        
        

      

      
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    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)  Intentionally
      Omitted.

     

    (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 a Member to wind up the affairs of the Joint Venture Company upon
      the Bankruptcy, dissolution or liquidation of the other Member;

     

    (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 [***], (ii)
      the other Member’s Parent undergoes a Parent Change of Control or
      (iii) such other Member undergoes a Member Change of Control;
      or

     

    (8)  Intentionally
      Omitted;

     

    (9)  Intentionally
      Omitted;

     

    (10)  Intentionally
      Omitted; or

     

    (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)  Intentionally
      Omitted.

     

    13.2  Determination
      of [***] Value.
      Upon
      the occurrence of a Triggering Event, the Members shall promptly proceed to
      determine the [***] Value of each Facility or Domestic Facilities Company.
      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 the
      [***] Determination Date, in the case of a Triggering Event under
      Section 13.1(A)(1), not later than such Triggering 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  Intentionally
      Omitted.

     

    13.5  Intentionally
      Omitted.

     

    13.6  Intentionally
      Omitted.

     

    13.7  Intentionally
      Omitted.

     

    13.8  Intentionally
      Omitted.

     

    
      
        
        

      

      
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    13.9  Intentionally
      Omitted.

     

    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 U.S.
      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  Voluntary
      Dissolution; Mandatory Dissolution.

     

    (A)  Following
      the conclusion of any sale conducted in accordance with Section 13.11, the
      Members may commence to voluntarily wind up and dissolve the affairs of the
      Joint Venture Company by adopting a unanimous resolution to such effect. Upon
      the adoption of a resolution by the Members to voluntarily wind up and dissolve
      the affairs of the Joint Venture Company, a liquidator shall be appointed in
      accordance with the provisions of Applicable Law to commence the winding up
      and
      dissolution of the Joint Venture Company. 

     

    (B)  Upon
      the
      occurrence of a Bankruptcy of the Joint Venture Company and the making of an
      order for the dissolution and winding up of the Joint Venture Company by the
      Singapore High Court, the Joint Venture Company shall become subject to
      dissolution and winding up in accordance with the Act.

     

    (C)  To
      the
      extent not inconsistent with the foregoing and with Applicable Law, 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 Applicable
      Law.

     

    13.13  Liquidation.
      (A)
      (i) Upon
      the occurrence of a Triggering Event and following the completion of
      (a) the consummation of any sale of assets in accordance with any covenants
      unanimously agreed in writing by the Members, (b) the auction of assets
      contemplated by Section 13.11 (the date on which all events contemplated in
      (a)
      and (b) have been completed, the “Liquidation
      Date”),
      (c) a
      resolution of the Members to voluntarily wind up and dissolve the affairs of
      the
      Joint Venture Company, if applicable, and (d) the appointment of a liquidator
      in
      accordance with Applicable Law, or (ii) the making of an order for winding
      up of
      the Joint Venture Company by the Singapore High Court, the liquidator shall
      liquidate the Joint Venture Company’s remaining assets and terminate its
      business in accordance with this Section 13.13 and subject always to Applicable
      Law.

     

    (B)  Subject
      to Applicable Law, 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), (i) any Member
      that is the Funding Member with respect to any Member Note outstanding at such
      time may, by delivering written 

     

    
      
        
        

      

      
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    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 outstanding principal
      balance of and accrued 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 accordance with Applicable Law and, to the fullest
      extent legally permissible, 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.
      If a
      Triggering 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 Triggering 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 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 in accordance with any covenants unanimously agreed in


     

    
      
        
        

      

      
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    writing
      by the 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 Triggering
      Event.

     

    13.15  Employees.

     

    (A)  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 Fab owned or leased by the Joint Venture Company or by a Domestic
      Facilities Company (“Acquired
      Asset Employees”)
      if
      such Fab or the equity of such Domestic Facilities Company (“Acquired
      Asset”)
      is
      purchased by that Member;

     

    (B)  Within
      fifteen (15) Business Days prior to the date a Fab owned or leased by the Joint
      Venture Company or a Domestic Facilities Company is purchased by a Member,
      the
      Joint Venture Company shall provide, or cause to be provided, to such
      Member:

     

    (1)  A
      true
      and complete list of the following information for each of the Acquired Asset
      Employees (“Acquired
      Asset Employee Information”):
      name;
      gender; gross monthly salary; title; name of employer; date of commencement
      of
      employment; name of employer; and whether the employee holds a managerial,
      executive or confidential position; and

     

    (2)  At
      the
      Member’s request, reasonable access to meet with and interview, the Acquired
      Asset Employees, at times and locations to be mutually agreement
      upon.

     

    (C)  The
      following provisions apply in the case where the Acquired Asset is a Fab owned
      or leased by the Joint Venture Company:

     

    (1)  At
      least
      fifteen (15) Business Days before the closing of the applicable purchase
      (“Acquired
      Asset Closing”),
      the
      acquiring Member shall provide to the Joint Venture Company a list of the
      Acquired Asset Employees to whom offers of employment will be made by the Member
      (“Shortlisted
      Employees”),
      such
      employment to be effective conditional upon the Acquired Asset
      Closing.

     

    (2)  Within
      fifteen (15) Business Days following receipt of the list of Shortlisted
      Employees, the Joint Venture Company shall terminate the employment contracts
      of
      all Acquired Asset Employees so as to enable the Shortlisted Employees to accept
      the acquiring Member’s offer of employment.

     

    (3)  If
      the
      employment of any Acquired Asset Employee who is not a Shortlisted Employee
      is
      found or alleged to have been transferred to the acquiring Member pursuant
      to
      any applicable laws as a consequence of the Acquired Asset Closing, the
      acquiring Member shall be entitled (but not obligated) to terminate the
      employment 

     

    
      
        
        

      

      
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    of
      such
      employee in accordance with the applicable laws, including observing the
      contractually stipulated notice period or paying salary in lieu
      thereof.

     

    (D)  The
      following provisions apply in the case where the Acquired Asset is the equity
      of
      a Domestic Facilities Company:

     

    (1)  At
      least
      fifteen (15) Business Days before the Acquired Asset Closing, the acquiring
      Member shall provide the Joint Venture Company with a list of the Acquired
      Asset
      Employees whose employment with the Domestic Facilities Company is to be
      terminated effective upon the Acquired Asset Closing (“Affected
      Employees”).

     

    (2)  Within
      fifteen (15) Business Days following receipt of the list of Affected Employees,
      the Joint Venture Company shall cause the Domestic Facilities Company to
      terminate the employment contracts of all the Affected Employees effective
      upon
      the Acquired Asset Closing.

     

    (3)  If
      the
      employment of any Affected Employee is found or alleged not to have been
      terminated effective upon the Acquired Asset Closing, the acquiring Member
      shall
      be entitled (but not obligated) to cause the Domestic Facilities Company to
      terminate the employment of such employee in accordance with the Applicable
      Law,
      including observing the contractually stipulated notice period or paying salary
      in lieu thereof.

     

    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 Site Manager, the Lead Controller 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 

     

    
      
        
        

      

      
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    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
      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 Domestic Facilities Company that owns or leases such Facility
      pursuant to any covenants 

     

    
      
        
        

      

      
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    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 Domestic Facilities Company,
      which event or transaction, as to each of the foregoing, would require either
      Member to make a filing, notification, application or any other required or
      requested submission under the Singapore Competition Act or any other applicable
      Competition Law (any such event or transaction, a “Filing
      Event”
and
      any
      such filing, notification, application or any such other required or requested
      submission, a “Filing”),
      then:

     

    (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 Singapore Competition 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 Singapore
      Competition Act or any other applicable Competition Law;

     

    (2)  promptly
      respond to any requests for additional information from the Competition
      Commission of Singapore 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
      Competition Commission of Singapore or any other Governmental Entity,
as
      the
      case may be, from filing an action 

     

    
      
        
        

      

      
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    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 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 Singapore Competition 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 Domestic Subsidiaries.
      The
      Members agree that each Facility located in Singapore may be held through a
      Wholly-Owned Subsidiary of the Joint Venture Company, where such Wholly-Owned
      Subsidiary is established, organized or incorporated within Singapore (each,
      a
“Domestic
      Facilities Company”).
      Unless the Members agree in writing otherwise, each Domestic Facilities Company
      shall be owned directly or indirectly by the Joint Venture Company. Each
      Domestic 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
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    documents
      of each Domestic Facilities Company and all contractual and other arrangements
      between the Joint Venture Company and such Domestic Facilities Company, and
      between the Members and the Domestic 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 Domestic Facilities Company and the
      pricing thereof; tax matters, financial accounting matters, assets to be
      distributed, and rights provided, on dissolution and liquidation; profits;
      losses; distributions; governance; control and the like) for the Members as
      would be achieved if the Facility held by such Domestic 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 Singapore Matter or a Micron
      Singapore 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 Site Manager 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 Singapore Matter, the matter
      shall be resolved in the manner specified by the Authorized Representative
      of
      Intel Singapore, whose decision shall be final and binding on the Joint Venture
      Company and its Subsidiaries, (ii) if the matter is a Micron Singapore
      Matter, the matter shall be resolved in the manner specified by the Authorized
      Representative of Micron Singapore, whose decision shall be final and binding
      on
      the Joint Venture Company and its Subsidiaries, and (iii) if the matter is
      neither an Intel Singapore Matter nor a Micron Singapore 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 

     

    
      
        
        

      

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

     

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

     

    
      
        
        

      

      
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    or
      their
      Relatives or 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 or their Relatives, 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
      first. Mediation may continue after the 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 not seek dissolution of the Joint Venture Company
      under such circumstances. 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
      

     

    
      
        
        

      

      
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    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).

     

    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 Site Manager
      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 Singapore:

     

    Intel
      Technology Asia Pte Ltd

    #06-01/02
      StarHub Centre

    Singapore
      229469

    Attention:
      Intel Legal Department

    Facsimile:
      +65 62131018

     

    with
      a
      copy to:

     

    Intel
      Corporation

    2200
      Mission College Blvd.

    Mailstop
      SC4-203

    Santa
      Clara, CA 95054

    Attention:
      General Counsel

    Facsimile:
      (408) 653-8050

     

    and

     

    Intel
      Corporation

    2200
      Mission College Blvd.

    Mailstop
      RN6-46

    Santa
      Clara, CA 95054

    Attention:
      [***]

    Facsimile:
      [***]

     

    


    
      
        
        

      

      
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    (B)  if
      to
      Micron Singapore:

     

    Micron
      Semiconductor Asia Pte. Ltd.

    990
      Bendemeer Rd.

    Singapore
      339942

    Attention:
      Jen Kwong Hwa

    Telephone:
      +65 62903355

    Facsimile:
      +65 62903690

     

     

    with
      a
      copy to:

     

    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
      affect a 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.

     

    
      
        
        

      

      
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    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. For the avoidance of doubt, the Members confirm and
      agree
      that the mutual rights and duties of the Members and the Joint Venture Company
      shall not be determined by the provisions set forth in paragraphs 1 through
      11
      of the first schedule of the Act.

     

    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 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 

     

    
      
        
        

      

      
        68

        
          

        

      

      
        
        

      

    

    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 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, (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, and (8) capitalized terms with “U.S.”
added
      at the beginning are references to such capitalized terms under the Applicable
      Joint Venture Agreement of the U.S. Joint Venture Company. Unless otherwise
      stated, all

     

    
      
        
        

      

      
        69

        
          

        

      

      
        
        

      

    

    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]

    


    


    
      
        
          
          

          
          

        

        
          70

          
            

          

        

        
          
          

          
          

        

      

    

    



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

     

    


     

    
      	
              INTEL
                TECHNOLOGY ASIA PTE LTD

               

               

              By:
                 /s/
                Ravi Jacob___________  

               

              Name:
                ___Ravi Jacob________

               

              Title:
                  _Treasurer___________  

            
	 
	 
	
              MICRON
                SEMICONDUCTOR ASIA PTE. LTD. 

               

               

              By:
                  /s/
                Alice Koh___________   

               

              Name:
                __Alice Koh__________   

               

              Title:
                  Authorized
                Signatory____  

            


    

    


    


    THIS
      IS THE SIGNATURE PAGE FOR THE

    LIMITED
      LIABILITY PARTNERSHIP AGREEMENT OF

    IM
      FLASH SINGAPORE, LLP

    ENTERED
      INTO BY AND BETWEEN

    INTEL
      TECHNOLOGY ASIA PTE LTD AND 

    MICRON
      SEMICONDUCTOR ASIA PTE. LTD.

     

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    APPENDIX
      A

     

    IM
      FLASH SINGAPORE, LLP

     

    


     

    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.

     

    “Acquired
      Asset”
shall
      have the meaning set forth in Section 13.15(A) of this Agreement.

     

    “Acquired
      Asset Closing”
shall
      have the meaning set forth in Section 13.15(C)(1) of this
      Agreement.

     

    “Acquired
      Asset Employees”
shall
      have the meaning set forth in Section 13.15(A) of this Agreement.

     

    “ACRA”
means
      the Accounting and Corporate Regulatory Authority as authorized under the
      Accounting and Corporate Regulatory Authority Act of 2004 (Act 3 of 2004) of
      Singapore.

     

    “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.

     

    
      
        
        

      

      
        Appendix
          A-1

        
          

        

      

      
        
        

      

    

    “Applicable
      Fiscal Quarter”
means
      Micron Singapore’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 and the common law of the Republic of Singapore, to the extent applicable
      to matters covered under this Agreement.

     

    “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 Triggering 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 Triggering 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
      Representative”
means
      (i) with respect to Intel Singapore, the general manager of Intel’s memory
      products group, and (ii) with respect to Micron Singapore, the general manager
      of Micron’s memory products group.

     

    “Bankruptcy”
means
      (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, 

     

    
      
        
        

      

      
        Appendix
          A-2

        
          

        

      

      
        
        

      

    

    insolvency
      or other similar law now or hereafter in effect; (ii) the appointment of a
      receiver, judicial manager, 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 judicial
      management, 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 Applicable Law);
      (v) the commencement by the Person of a voluntary case under any
      bankruptcy, judicial management, 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, judicial manager, liquidator, assignee,
      trustee, custodian, sequestrator or other similar agent for the Person or for
      any substantial part of the Person’s assets 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.

     

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

     

    “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 any other day on which commercial banks
      are not open for business in the State of New York or Singapore.

     

    “Buyout
      Determination Date”
means
      the U.S. Buyout Determination Date.

     

    “[***]
      Value”
means
      the amount 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. With respect to any Facility or any Domestic Facilities Company,
      the [***] of the applicable Facility or [***] of the applicable Domestic
      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 Domestic Facilities Company,
      as
      the case may be, but in any event [***] Member or the Joint Venture
      Company.

     

    “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;

            


    

     

    
      
        
        

      

      
        Appendix
          A-3

        
          

        

      

      
        
        

      

    

    
      	(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 unanimously 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 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.

     

    “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 U.S. Fiscal Month) owed to such Member under any Member Debt
      Financing outstanding on such date.

     

    “Competition
      Commission of Singapore”
means
      the body known as the Competition Commission of Singapore which is established
      under section 3 of the Singapore Competition Act.

     

    “Competition
      Laws”
means
      all 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 or its Relatives sell, in
      competition with the other Member or its Relatives, 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 or its
      Relatives selling such products and services includes price or any element
      of
      price, customer terms or conditions of sale, Member/Relative-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


     

    
      
        
        

      

      
        Appendix
          A-4

        
          

        

      

      
        
        

      

    

    specifically
      identified electronically or in writing to the Joint Venture Company by a Member
      or its Relatives, as competitively sensitive information.

     

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

     

    “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.

     

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

     

    
      
        
        

      

      
        Appendix
          A-5

        
          

        

      

      
        
        

      

    

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

     

    “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.

     

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

     

    “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.

     

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

     

    
      
        
        

      

      
        Appendix
          A-6

        
          

        

      

      
        
        

      

    

    “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
      Singapore’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 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, 2007 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.

     

    “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 initially 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”
means
      Intel Corporation, a Delaware corporation.

     

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

     

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

     

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

     

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

     

    “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 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.

     

    
      
        
        

      

      
        Appendix
          A-8

        
          

        

      

      
        
        

      

    

    “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.

     

    “IRAS”
shall
      have the meaning set forth in Section 10.7 of this Agreement.

     

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

     

    “ITA”
shall
      have the meaning set forth in Section 10.7 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 U.S. Effective Date, between Micron and
      Intel.

     

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

     

    “Joint
      Venture Documents”
means
      the documents, instruments and certificates entered into by the Members on
      the
      date hereof in connection with this 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 U.S. Joint Venture Company or one of its
      Subsidiaries at Lehi, Utah.

     

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

     

    “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.

     

    
      
        
        

      

      
        Appendix
          A-9

        
          

        

      

      
        
        

      

    

    “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).

     

    “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
      Parents.

     

    “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.

     

    “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.

     

    “Member
      Change of Control”
means
      any consolidation, merger, recapitalization, transaction, series of
      transactions, liquidation or other extraordinary transaction after which the
      U.S. Member that is a Relative of a Member owns, directly or indirectly, less
      than 100% of the voting power of all voting securities of 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.

     

    
      
        
        

      

      
        Appendix
          A-10

        
          

        

      

      
        
        

      

    

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

     

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

     

    “Micron
      Maximum Incremental Capital Amount”
means
      $1,734,000,000.00.
      Such
      amount does not include any funds contributed as part of Micron Singapore’s
      Initial Capital Contribution.

     

    “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.

     

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

     

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

     

    “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 Singapore or Intel Singapore
      or
      their respective Parents) 

     

    
      
        
        

      

      
        Appendix
          A-11

        
          

        

      

      
        
        

      

    

    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.

     

    “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.

     

    “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
      Domestic 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, 

     

    
      
        
        

      

      
        Appendix
          A-12

        
          

        

      

      
        
        

      

    

    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
      or
      any of its Subsidiaries 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 the [***] an Operational
      Fab,
      but only in the event that the [***] for the [***] is reasonably expected to
      begin before [***].

     

    “[***]”
      means the first [***].

     

    “Non-Defaulting
      Member”
shall
      have the meaning set forth in Section 17.7(B) 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(A) 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.

     

    
      
        
        

      

      
        Appendix
          A-13

        
          

        

      

      
        
        

      

    

    “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.

     

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

     

    “Parent”
means
      Micron, with respect to Micron Singapore, and Intel, with respect to Intel
      Singapore.

     

    “Parent
      Change of Control”
means
      (i) any consolidation, merger, recapitalization, liquidation or other
      extraordinary transaction involving a Parent pursuant to which such Parent’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 Parent
      are
      sold, conveyed, transferred, assigned or pledged, either directly or indirectly,
      to persons other than such Parent’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 Parent, 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 Parent.

     

    “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.

     

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

     

    “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.

     

    
      
        
        

      

      
        Appendix
          A-14

        
          

        

      

      
        
        

      

    

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

     

    “Product
      Design Committee Agreement”
shall
      have the meaning set forth in the Product Design Committee Agreement, dated
      as
      of the U.S. Effective Date, 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 Singapore 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 Singapore to Intel Singapore 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.

     

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

     

    “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 Transfer
      under any Applicable Joint Venture Agreement permitted by and in accordance
      with
      Section 12.2 of any of the Applicable Joint Venture Agreements; provided,
      however,
      that no
      Applicable Joint Venture will be deemed to be a Relative of either
      Member.

     

    “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
      (i) with respect to Intel Singapore, the principal executive officer of Intel,
      and (ii) with respect to Micron Singapore, the principal executive officer
      of
      Micron.

     

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

     

     

    
      
        
        

      

      
        Appendix
          A-15

        
          

        

      

      
        
        

      

    

    “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 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 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.

     

    “Shortlisted
      Employees”
shall
      have the meaning set forth in Section 13.15(C)(1) of this
      Agreement.

     

    “Singapore
      Competition Act”
means
      the Competition Act (Cap. 50B) of Singapore.

     

    “Site
      Manager”
shall
      have the meaning set forth in Section 8.1(A) of this Agreement.

     

    “Statutory
      Manager” shall
      have the meaning set forth in Section 6.9 of this Agreement.

     

    “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 

     

    
      
        
        

      

      
        Appendix
          A-16

        
          

        

      

      
        
        

      

    

    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 Singapore, 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 Singapore, as amended.

     

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

     

    “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.

     

    “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.

     

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

     

    “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.
      Joint Venture Company”
means
      IM Flash Technologies, LLC, a Delaware limited liability company.

     

    
      
        
        

      

      
        Appendix
          A-17

        
          

        

      

      
        
        

      

    

    “U.S.
      Joint Venture Company Personnel Secondment Agreement”
means
      that certain IM Flash Personnel Secondment Agreement, dated as of the Effective
      Date, by and between the Joint Venture Company and the U.S. Joint Venture
      Company.

     

    “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 SINGAPORE, LLP

     

    TAX
      MATTERS

    


     

    This
      Appendix B
      is
      attached to and is a part of the LIMITED LIABILITY PARTNERSHIP AGREEMENT (the
      “Agreement”)
      of
IM
      FLASH SINGAPORE, LLP, a
      limited
      liability partnership organized under the laws of Singapore (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).

     

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

     

    “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).

     

    
      
        
        

      

      
        Appendix
          B-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).

     

    “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.

     

    
      
        
        

      

      
        Appendix
          B-3

        
          

        

      

      
        
        

      

    

    “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).

     

    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); 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)  	
              [Reserved];
                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 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
                

            


       


      
        
          
          

        

        
          Appendix
            B-4

          
            

          

        

        
          
          

        

      


      (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 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.

     

    
      
        
        

      

      
        Appendix
          B-5

        
          

        

      

      
        
        

      

    

    (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.]

     

    (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 

     

    
      
        
        

      

      
        Appendix
          B-6

        
          

        

      

      
        
        

      

    

    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 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.

     

    
      
        
        

      

      
        Appendix
          B-7

        
          

        

      

      
        
        

      

    

    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-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. 

     

    
      
        
        

      

      
        Appendix
          B-8

        
          

        

      

      
        
        

      

    

    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 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. 

     

    
      
        
        

      

      
        Appendix
          B-9

        
          

        

      

      
        
        

      

    

    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  [Reserved].

     

    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. 

     

    
      
        
        

      

      
        Appendix
          B-10

        
          

        

      

      
        
        

      

    

    5.13  [Reserved].

     

    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 SINGAPORE, LLP

     

    INITIAL
      MANAGERS

     

    The
      initial Managers appointed by Intel Singapore will be:

     

    1.
      Dave
      Baglee

    2.
      Brian
      L. Harrison

    3.
      Clemente J. Russo

    4.
      Holly
      L. Barrett

     

    The
      initial Managers appointed by Micron Singapore will be:

     

    1.
      W.G.
      Stover, Jr.

    2.
      Rod
      Morgan

    3.
      Jen
      Kwong Hwa

    4.
      Scott
      DeBoer

     

    


     

    


    
      
        
        

      

      
        Appendix
          C-1

        
          

        

      

      
        
        

      

    

     

    


    


     

    APPENDIX
      D

     

    IM
      FLASH SINGAPORE, LLP

     

    INITIAL
      CAPITAL CONTRIBUTIONS

     

    


    
      	
               

              Intel
                Initial Capital Contribution

            	 
	
               

              Intel
                Initial Contributed Assets:

            	 
	
               

              Cash
                (delivered [***])

            	
               

              $[***]

            
	 	 
	
               

              Micron
                Initial Capital Contribution

            	 
	
               

              Micron
                Initial Contributed Assets:

            	 
	
               

              Cash
                (delivered [***])

            	
               

              $[***]

            


    

     

    


     

    


    
      
        
        

      

      
        Appendix
          D-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
      LIMITED LIABILITY PARTNERSHIP 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 SINGAPORE, LLP

     

    REDEEMABLE
      NOTE

    


    
      	 	
              No.:
                _________

            
	
              Principal
                Amount: $[____________]

            	
              Location:
                [____________]

            
	
              Date
                of Issuance: [____________]

            	
              Maturity
                Date: [____________] 

            


    

     

    FOR
      VALUE
      RECEIVED, IM
      FLASH SINGAPORE, LLP,
      a
      limited liability partnership organized under the laws of Singapore (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 Limited Liability Partnership
      Agreement dated February 27, 2007, of the Joint Venture Company (the
“Partnership
      Agreement”)
      and is
      issued under and subject to the terms, provisions and conditions of the
      Partnership Agreement. Reference is hereby made to the Partnership 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 

     

    
      
        
        

      

      
        Exhibit
          A-1

        
          

        

      

      
        
        

      

    

    shall
      have the meanings set forth in the Partnership Agreement. This Note may be
      one
      of a series of Notes issued pursuant to Section 3.1 of the Partnership
      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 Partnership 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 Partnership 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.

     

    
      
        
        

      

      
        Exhibit
          A-2

        
          

        

      

      
        
        

      

    

    3. PREPAYMENT.
      The Joint Venture Company shall prepay, without premium or penalty, this Note
      if, as and to the extent required by the Partnership 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, 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 Partnership 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 Partnership 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 the Act; (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.

     

    
      
        
        

      

      
        Exhibit
          A-3

        
          

        

      

      
        
        

      

    

    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
      Partnership 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 Site Manager
      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


     

    
      
        
        

      

      
        Exhibit
          A-4

        
          

        

      

      
        
        

      

    

    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 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 Partnership Agreement and
      this Note, the provisions of the Partnership Agreement shall
      control.

     

    


    
      
        
        

      

      
        Exhibit
          A-5

        
          

        

      

      
        
        

      

    

    


     

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

    


     

    
      	
              IM
                FLASH SINGAPORE, LLP

            
	 
	 
	
              By:_________________________    

            
	 
	
              Name:_______________________    

            
	 
	
              Title:________________________     

            


    

    


    


    
      	
              ACKNOWLEDGED
                AND ACCEPTED:

            
	 
	
              [____________],
                the Funding Member

            
	 
	 
	
              By:_________________________    

            
	 
	
              Name:_______________________    

            
	 
	
              Title:________________________    

            


    

    


    


    SIGNATURE
      PAGE TO 

    PROMISSORY
      NOTE

    ISSUED
      BY
IM
      FLASH SINGAPORE, LLP

    TO
      [____________]

     

    


    
      
        
        

      

      
        Exhibit
          A-6

        
          

        

      

      
        
        

      

    

    


    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
      LIMITED LIABILITY PARTNERSHIP 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 SINGAPORE, LLP

     

    REDEEMABLE
      NOTE

    


    
      	 	
              No.:
                _________

            
	
              Principal
                Amount: $[____________]

            	
              Location:
                [____________]

            
	
              Date
                of Issuance: [____________]

            	
              Maturity
                Date: [____________] 

            


    

     

    FOR
      VALUE
      RECEIVED, IM
      FLASH SINGAPORE, LLP,
      a
      limited liability partnership organized under the laws of Singapore (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 Limited Liability Partnership
      Agreement, dated February 27, 2007, of the Joint Venture Company (the
“Partnership
      Agreement”)
      and is
      issued under and subject to the terms, provisions and conditions of the
      Partnership Agreement. Reference is hereby made to the Partnership 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
      Partnership Agreement. This Note may be one of a 

     

    
      
        
        

      

      
        Exhibit
          B-1

        
          

        

      

      
        
        

      

    

    series
      of
      Notes issued pursuant to Section 3.2 of the Partnership 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 Partnership 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 Partnership 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 Partnership 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 Partnership 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 Partnership 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 the Act; (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
      Partnership 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 Site Manager
      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 Partnership Agreement and
      this Note, the provisions of the Partnership 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 SINGAPORE, LLP

            
	 
	 
	
              By:_______________________    

            
	 
	
              Name:_____________________    

            
	 
	
              Title:______________________   

            


    

    


    


    
      	
              ACKNOWLEDGED
                AND ACCEPTED:

            
	 
	
              [____________],
                the Funding Member

            
	 
	 
	
              By:_______________________   

            
	 
	
              Name:_____________________   

            
	 
	
              Title:______________________    

            


    

    


    


    SIGNATURE
      PAGE TO 

    PROMISSORY
      NOTE

    ISSUED
      BY
IM
      FLASH SINGAPORE, LLP

    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
      LIMITED LIABILITY PARTNERSHIP 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 SINGAPORE, LLP

     

    REDEEMABLE
      NOTE

    


    
      	 	
              No.:
                _________

            
	
              Principal
                Amount: $[____________]

            	
              Location:
                [____________]

            
	
              Date
                of Issuance: [____________]

            	
              Maturity
                Date: [____________] 

            


    

     

    FOR
      VALUE
      RECEIVED, IM
      FLASH SINGAPORE, LLP,
      a
      limited liability partnership organized under the laws of Singapore (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 Limited Liability Partnership
      Agreement, dated February 27, 2007, of the Joint Venture Company (the
“Partnership
      Agreement”)
      and is
      issued under and subject to the terms, provisions and conditions of the
      Partnership Agreement. Reference is hereby made to the Partnership 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
      Partnership Agreement. This Note may be one of a 

     

    
      
        
        

      

      
        C-1

        
          

        

      

      
        
        

      

    

    series
      of
      Notes issued pursuant to Section 3.3 of the Partnership 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 Partnership 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 Partnership 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 the Act; (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
      shall be due and payable

     

    
      
        
        

      

      
        C-2

        
          

        

      

      
        
        

      

    

    immediately,
      and (c) pursue a claim for payment of the amounts required to be paid under
      the
      Partnership 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 Site Manager
      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.

     

    
      
        
        

      

      
        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 Partnership Agreement and
      this Note, the provisions of the Partnership Agreement shall
      control.

     

    


    


    
      
        
          
             

          

          
          

        

        
          C-4

          
            

          

        

        
          
          

          
          

        

      

    

    



     

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

    


     

    
      	
              IM
                FLASH SINGAPORE, LLP

            
	 
	 
	
              By:________________________     

            
	 
	
              Name:______________________   

            
	 
	
              Title:_______________________  

            


    

    


    


    
      	
              ACKNOWLEDGED
                AND ACCEPTED:

            
	 
	
              [____________],
                the Funding Member

            
	 
	 
	
              By:________________________   

            
	 
	
              Name:_____________________ 

            
	 
	
              Title:     

            


    

     

    


    SIGNATURE
      PAGE TO 

    PROMISSORY
      NOTE

    ISSUED
      BY
IM
      FLASH SINGAPORE, LLP

    TO
      [____________]

     

    


    
      
        
        

      

      
        C-5