LOAN AGREEMENT

(1)

The Company has a majority-owned subsidiary in Singapore, TECH Semiconductor Singapore Pte. Ltd. (Company Registration Number: 199102059C) (the “ Subsidiary ”);

(2)

The Company has applied to the Board for a term loan:

(b)

an amount equivalent to Thirty percent (30%) of the value of the “ Fixed Productive Assets ” (as defined in Clause 1.1(o)) by the Subsidiary in Singapore; or

whichever is the lowest (the “ Term Loan ”) that is subject to the terms of this Agreement.

(3)

The Company will use the Term Loan for making Equity Contributions to enable the Subsidiary to purchase Fixed Productive Assets subject to the terms of this Agreement.

(4)

The Board is willing to grant the Term Loan to the Company, upon the terms and subject to the conditions hereinafter set forth.

1. 

DEFINITIONS

1.1

In this Agreement,   unless the context otherwise requires, the following words or expressions shall have the following meanings respectively:

(a)

“ Authorised Officer ” is defined in Clause 3(c)(i).

(b)

“ Board ” means the Economic Development Board.

(c)

“ Business Day ” means a day on which banks in Singapore are open for business excluding Saturday and Sunday or Public Holiday.

(b)

“ CAS ” is defined in the paragraph 2 of the recital to this Agreement.

(c)

“ Company ” means Micron Technology, Inc.

(d)

“ Day ” means a calendar day.

(e)

“ Dollars ” and the sign “ S$ ” respectively mean the lawful currency of the Republic of Singapore.

(f)

“ Default Interest ” is defined in Clause 7.4.

(g)

“ Drawing ” means any, each or all (as the context may require) of the drawings made by the Company under the Term Loan and includes the First Drawing as defined hereinafter.

(h)

“ Enforcement Proceeds ” is defined in Clause 4.4(c).

(i)

“ Equity Contributions ” means any and all purchases of Subsidiary’s stock by the Company in exchange for a cash contribution to the Subsidiary, from the date of this Agreement.

(j)

“ Event of Default ” and “ Events of Default ” mean any, each or all (as the context may require) of the Events of Default described in Clause 15.

(k)

“ Excess Amount ” is defined in Clause 5.2(c)(ii).

(l)

“ Facility Agreement ” is defined in Clause 14.1(b).

(m)

“ First Drawing ” means the first drawing made by the Company under the Term Loan.

(n)

“ First Drawing Date ” means the date on which the First Drawing is made.

(o)

“ Fixed Productive Assets ” means:

(i)

any building, infrastructure, systems, plant and equipment (including any cleanroom facilities and new productive equipment) to be set up and operated by the Subsidiary in Singapore, for the production of various semiconductor memory products produced on 50nm or smaller technology;

any other items or costs as the Board may agree to include as Fixed Productive Assets from time to time.

(p)

“ Form 10K ” is defined in Clause 12.1(f).

(q)

“ Form 10Q ” is defined in Clause 12.1(f).

(r)

“ Full Repayment ” means the full repayment of all monies due under this Agreement to the Board, including the principal and all interest due from the Company to the Board under the Term Loan;

(s)

“ Full Repayment Date ” means the date on which Full Repayment is made by the Company to the Board.

(t)

“ Government ” is defined in Clause 21.4.

(u)

“ Interest Rate ” is defined in Clause 7.1(b).

(v)

“ Month ” means a calendar month.

(w)

“ Notice ” is defined in Clause 5.2(a).

(x)

“ Outstanding Loan ” at any time means all the principal sums drawn down under the Term Loan and remaining unpaid as at that time.

(y)

“Payment   Date ” means any Day falling on the first Business Day of March, June, September or December, and “ First Payment Date ” means the second Payment Date after the First Drawing Date;

(z)

“ Person ” shall include any company, partnership, limited liability partnership, body of persons, association, body corporate and unincorporated body.

(aa)

“Repayment Date” is defined in Clause 8.

(bb)

“ Requisite Investment ” is defined in Clause 4.3.

(cc)

“ Security ” is defined in Clause 3(c)(iv).

(dd)

“ Share Equity Mortgage Agreement ” is defined in Clause 3(c)(iv).

(ee)

“ Subsidiary ” is defined in paragraph 1 of the recital to this Agreement.

(ff)

“ Taxes ” is defined in Clause 21.5.

(gg)

“ Term Loan ” is defined in paragraph 2 of the recital to this Agreement.

(hh)

“ Year ” means a calendar year.

1.2

Unless the context otherwise requires, words importing the singular number include the plural number and vice versa.

1.3

The words “hereof”, “herein”, “hereunder”, “hereon” and “hereinafter” and words of similar import, when used in this Agreement, refer to this Agreement as a whole and not to any particular provision of this Agreement.

1.4

The headings to the Clauses hereof shall not be deemed as part thereof or be taken in consideration in the interpretation or construction thereof or of this Agreement.

1.5

References herein to “Clause” or “Clauses” are references to a Clause or Clauses of this Agreement.

2. 

TERM LOAN

2.1

Subject to the provisions of this Agreement and in particular those of Clauses 3, 4, 7, 8, 9, 11, 12, 13 and 14 being complied with, the Board shall make available to the Company the Term Loan at the times and in the manner as hereinafter provided.

2.2

Subject to Clauses 4.4, 10.2 and 15.3, this Agreement, and the terms and conditions herein, shall be binding on the Company until the Full Repayment Date.

3. 

CONDITIONS PRECEDENT AND AVAILABILITY

(a)

There shall not exist at the date of the Drawing to be made, any Event of Default or any condition, event or act which, with the giving of notice or lapse of time, or both, would constitute such an Event of Default, which, in each case, remains continuing and has not been waived by the Board.

(b)

All representations, warranties and statements contained herein, or otherwise made in writing in connection herewith or in any certificate or statement furnished pursuant to any provision of this Agreement or in any document referred to herein made by the Company shall be true and correct in all material respects as of the date on which such were made, save to the extent waived by the Board.

(c)

For the First Drawing, the Company shall effect, execute or provide, in a form, manner or substance that is to the Board’s reasonable satisfaction, the following documents:

(i)

A copy of the Certificate of Incorporation and Articles of Association of the Company together with an English version of the same, duly certified by a Director, the Chief Executive Officer, Chief Financial Officer, Treasurer or other authorised officer of the Company (each, an “ Authorised Officer ”) to be a true copy thereof;

(ii)

A copy of the resolution of the board of Directors of the Company together with an English version of the same duly certified by an Authorised Officer to be a true copy thereof, in full force and effect and approving the terms and conditions contained in this Agreement and authorising a person or persons to sign this Agreement and any other document to be given to the Board from time to time by the Company;

(iii)

Specimen signatures of the persons authorised to sign this Agreement on behalf of the Company, and to sign the notices of Drawing and any document required under this Agreement on behalf of the Company or the Subsidiary, such specimens to be certified by an Authorised Officer of the Company to be the true signatures of such persons respectively;  

(iv)

A duly executed security document creating an equitable mortgage on Sixty-Six percent (66%) of the shares of the Subsidiary (which shares are or shall be issued to the Company), in favour of the Board and the certificates of such shares in the name of the Company, including shares issued pursuant to the Equity Contributions, with no prior encumbrance thereon (the “ Security ”) with duly executed blank share transfer forms for such shares to be delivered to the Board as security for the Term Loan. Such Security shall be in the form attached as Appendix III (the “Share Equity Mortgage Agreement”).  If the Subsidiary should increase its share capital at any time, the Company shall subscribe for such number of shares in the capital of the Subsidiary to ensure that it holds directly at least Seventy percent (70%) of the total and issued

paid-up shares in the capital of the Subsidiary. The Company shall similarly mortgage such additional shares such that the aggregate shares mortgaged by the Company hereunder shall constitute Sixty-Six percent (66%) of the total issued and paid-up capital of the Subsidiary and shall execute any additional mortgage and charge agreement and any other necessary documents in relation to such additional mortgaged shares in the Subsidiary.  If the Company shall acquire such additional shares as aforesaid, it shall forthwith deliver or procure that there be delivered to the Board the certificates in respect thereof together with instruments of transfer in respect thereof duly executed in blank;

(v)

A legal opinion to the Board’s reasonable satisfaction, dated on or about the date of this Agreement, provided by an attorney at law who is qualified to opine, that under applicable law(s):

(I)

the Company has legal capacity to enter into the obligations herein contained and to furnish the Board with the Security;

(vi)

A letter of waiver from each shareholder of the Subsidiary (other than the Company) to the Board’s reasonable satisfaction dated on or about the First Drawing Date and confirming each shareholder’s unconditional and irrevocable:

(I)

consent to the creation of security over the Company’s shares in the Subsidiary as agreed in the Share Equity Mortgage Agreement notwithstanding Article 34 of the Subsidiary’s Articles of Association; and

(d)

All acts, conditions and things required to be done, performed and to have occurred:

(ii)

to constitute this Agreement legal, valid and binding obligations enforceable in accordance with its terms;

(e)

There is no breach by the Company in any material respect of any of the terms, conditions and undertakings herein contained which remains continuing and has not been waived by the Board.

4. 

PURPOSE OF THE TERM LOAN

4.1

Subject to the terms and conditions herein contained and in particular to those of Clauses 3, 4, 7, 8, 9, 11, 12, 13, and 14 being complied with, the Term Loan shall be made available by the Board to the Company for the sole purpose of providing funds to the Subsidiary (by way of Equity Contributions to be made by the Company) to purchase Fixed Productive Assets.

4.2

Upon receiving a Drawing under Clause 5, the Company shall apply all the proceeds thereof for the purposes described in Clause 4.1.

4.3

It is further agreed that this Term Loan shall be made available to the Company on the conditions that the Company shall cause:

(a)

at least Three Hundred Million Singapore Dollars (S$300,000,000/-) or its equivalent in United States Dollars (converted at a fixed USD/S$ exchange rate of 1.52), or such lower amount as may be approved by the Board, to be used for Equity Contributions; and

(b)

at least One Billion Singapore Dollars (S$1,000,000,000/-) inclusive of the amount under Clause 4.3(a), or its equivalent in United States Dollars (converted at a fixed USD/S$ exchange rate of 1.52), or such lower amount as may be approved by the Board, to be incurred by the Subsidiary for the financing, purchasing, building of or expenditure towards Fixed Productive Assets by February 29, 2012 (the “ Requisite Investment ”). If the shortfall (if any) in the Requisite Investment ascertained as at February 29, 2012, the Company shall, on the Board’s demand, pay a sum in Singapore Dollars computed as follows (utilizing 365 days per year for partial-year calculations):

(i)

For a shortfall in the Requisite Investment of Three Hundred Million Singapore Dollars (S$300,000,000/-) or less, the sum shall be Thirty percent (30%) of such shortfall multiplied by Three percent (3%) per year from the First Drawing Date to the Full Repayment Date;

(ii)

For a shortfall in the Requisite Investment of more than Three Hundred Million Singapore Dollars (S$300,000,000/-), the sum shall be (a) the amount calculated in (i) immediately above, plus (b) the amount of such shortfall that exceeds Three Hundred Million Singapore Dollars (S$300,000,000/-) multiplied by Three percent (3%) per year from the First Drawing Date to the Full Repayment Date; provided that in no event shall such sum exceed Nine Million Singapore Dollars (S$9,000,000/-) per year, the absolute maximum amount payable for each year pursuant to this Section 4.3(b).

4.4

If the Company fails to make the Requisite Investment, the Board shall also be at liberty to do the following in the following order of priority:

(a)

terminate this Agreement whereby the Board’s obligations herein contained shall automatically and forthwith cease;

(b)

seek immediate repayment of any unpaid amounts described in Clauses 4.4(c)(i) and (ii) from the Company; and

(c)

only after (a) and (b) immediately above have been exhausted, enforce its rights in the Security, the proceeds of which (the “ Enforcement Proceeds ”) shall be applied towards the payment of part or whole of:

(ii)

any unpaid fees, charges, interest or Default Interest (where applicable) that have accrued and/or are imposed on the Company in accordance with the terms and conditions herein contained; and

5.

DRAWINGS OF THE TERM LOAN

5.1

Subject to the terms and conditions of this Agreement and in particular to all the conditions of Clauses 3, 4, 7, 8, 9, 11, 12, 13, and 14 being complied with, the Board shall make available, any sums under the Term Loan, for Drawing by the Company, in each case in accordance with the terms and stipulations herein.

5.2

When the Company intends to make a Drawing, the Company shall be required to:

(a)

inform the Board of its intention to make a Drawing by serving written notice (the “ Notice ”) of the intended Drawing on the Board at least Fourteen (14) Business Days prior to the intended date of Drawing; provided that this Fourteen-day requirement shall be waived by the Board for the First Drawing.  Each Notice of Drawing shall be substantially in the form set out in the Appendix I hereto and shall:

(i)

state the date (which must be a Business Day) and the amount of the proposed Drawing;

(iii)

constitute a representation and warranty by the Company that as at the date of the Notice, the warranties and representations set out in Clause 12 are true and correct in all material respects (save to such extent waived by the Board), that no Event of Default, and no event or act which with the giving of notice or lapse of time or both would constitute such an Event of Default, has occurred which remains continuing and unwaived by the Board;

(v)

enclose documents showing that the Company has applied for Shares of a value at least equivalent to the Drawing.

(b)

in respect of the First Drawing, furnish the Security and Forms to the Board;

(c)

in respect of the each Drawing:

(i)

the Company shall without demand provide the Board:

(I)

within Forty-Five (45) days from the date of a Drawing, a statement of purchase in such format as set out in Appendix II, signed by the Subsidiary’s authorized signatory, and providing copies of purchase orders that show Fixed Productive Assets of a minimum aggregate value equivalent to (1) such Drawing and (2) all Drawings to date, to be purchased by the Subsidiary. With respect to each Drawing, such purchase orders must be issued on or after 1 November 2008, and no later than the date occurring Thirty (30) days after such Drawing Date;

(II)

within Eighteen (18) months from the date of a Drawing, or such extended period as may be permitted by the Board from time to time, a

statement of expenditure on capital assets (i.e., asset recorded as a capital asset on the Subsidiary’s balance sheet), in such format as set out in Appendix II,  signed by the Subsidiary’s authorized signatory, giving a breakdown of payments and/or statements of accounts showing that Fixed Productive Assets of an aggregate value equivalent in United States Dollars (converted at a fixed USD/S$ exchange rate of 1.52) to Fifty percent (50%) of such Drawing were paid for by the Subsidiary; and

(III)

on or before February 29, 2012, a statement of expenditure in such format as set out in Appendix II, signed by the Subsidiary’s authorized signatory and certified by an external auditor, certifying that Fixed Productive Assets of an aggregate value equivalent in United States Dollars to One Billion Singapore Dollars (S$1,000,000,000/-) (converted at a fixed USD/S$ exchange rate of 1.52) had been purchased, and for which Three Hundred Million Singapore Dollars (S$300,000,000/-) (converted at a fixed USD/S$ exchange rate of 1.52) had been paid by the Subsidiary.

(ii)

if the Board is not reasonably satisfied that any documentary proof submitted under Clause 5.2(c)(i) shows that Fixed Productive Assets of an aggregate value equivalent to such Drawing have been purchased or paid for, as required above, interest shall be levied and imposed on the difference between such Drawing and the amount reasonably ascertained by the Board as the aggregate value of Fixed Productive Assets to which such documentary proof relates (such difference being the “ Excess Amount ”), and shall be computed as follows, instead of as set out in Clause 7:

(I)

at the rate of three per cent (3%) per annum above the average prevailing prime lending rate as reported by the Monetary Authority of Singapore;

(II)

in respect of documents submitted under:

(aa)

the date that the Excess Amount is returned to the Board;

(BB)

Clause 5.2(c)(i)(II), from and including the date that is Eighteen (18) months (or such extended period as may be permitted by the Board) from the date of a Drawing, to the earlier of:

(bb)

the date on which the Board receives from the Company proof of payment reasonably satisfactory to the Board that Fixed Productive Assets of an aggregate value equivalent in United States Dollars (converted at a fixed USD/S$ exchange rate of 1.52) to Fifty percent (50%) of such Drawing were paid for by the Subsidiary;

(CC)

Clause 5.2(c)(i)(III), from and including February 29, 2012 up to the earlier of:

(bb)

the date on which the Board receives from the Company proof of payment reasonably satisfactory to the Board for the purpose of computing whether Fixed Productive Assets of an aggregate value

equivalent in United States Dollars (converted at a fixed USD/S$ exchange rate of 1.52) to One Billion Singapore Dollars (S$1,000,000,000/-)  have been purchased, and for which Three Hundred Million Singapore Dollars (S$300,000,000/-) (converted at a fixed USD/S$ exchange rate of 1.52) has been paid by the Subsidiary.

(iii)

For the avoidance of doubt, any return of Excess Amount with any interest payable under Clause 5.2(c)(ii) to the Board shall not be deemed a prepayment under this Agreement and the amount of Term Loan available at any time for drawing by the Company shall exclude any Excess Amount(s) returned to the Board.

(iv)

The Company shall give the Board Five (5) Business Days’ prior written notice before returning the Excess Amount and any interest payable under Clause 5.2(c)(ii).

5.3

The First Drawing shall be made not later than March 1, 2009, or such later date as may be approved by Chairman of the Board or his lawful representative, failing which the obligations of the Board hereunder to provide the Term Loan shall immediately cease.

6. 

AVAILABILITY OF TERM LOAN

7. 

PRINCIPAL AND INTEREST PAYMENTS BY THE COMPANY

7.1

The Company’s obligations for principal repayments, interest payments and Default Interest in relation to monies that have been drawn down by the Company, shall be computed from each relevant Drawing date and in accordance with the following stipulations.  Pursuant to and read conjunctively with Clauses 2, 8, 9 and 15:

(a)

for the period of three (3) Years from the First Drawing Date, the Company shall only be required to pay the interest applicable on the amounts of the Term Loan drawn down and shall not be required to make any principal repayments;

(b)

interest at [5.38%] per annum (the “ Interest Rate ”) shall be levied on any amount of the Term Loan drawn down and remaining unpaid from the date it is drawn down up to and including the day preceding the day on which the amount, together with interest payable thereon under this Agreement, is fully repaid;

(c)

the due date of the Company’s liability and obligation to make interest payments to the Board (whenever applicable) shall commence from the First Payment Date;

(d)

the applicable interest payable by the Company shall be:

(ii)

calculated from the date of the Drawing to which it relates;

(iv)

levied on the Company from the relevant date of Drawing up to and including the day preceding the day of full repayment of the principal for which interest is levied.

(e)

if the Payment Date of the Company’s liability and obligation to make interest payments to the Board (whenever applicable) falls on a day which is not a Business Day, then the aforesaid payment due date shall be extended to the next Business Day. In such an event, no Default Interest (as set out in Clause 7.4) shall be levied on the Company.