Promissory Note - Micron Custom Manufacturing Services Inc. and Micron Technology Inc.
AMENDED AND RESTATED PROMISSORY NOTE
$9,427,293 Boise,Idaho
Date: September 3, 1992
For value received, Micron Custom Manufacturing
Services, Inc., an Idaho corporation ("Maker"), promises to
pay to the order of Micron Technology, Inc., a Delaware
corporation ("Holder"), the principal sum of Nine Million,
four Hundred Twenty Seven Thousand, Two Hundred Ninety Three
Dollars ($9,427,293.00), together with interest on the
unpaid principal balance from the date hereof, at the rate
provided below, to be paid in lawful money of the United
States of America as follows:
Interest shall accrue from the date of this Amended and
restated Promissory Note (the "Note") at a rate equal to the
lesser of (i) the prime lending rate as quoted by the Wall
Street Journal, plus one-half percent (.5%), or (ii) the 90-
day LIBOR rate quoted by the Wall Street Journal, plus one
and one-half percent (1.5%). The rate of interest under
this Note shall be adjusted on the first day of each fiscal
quarter of Maker based on the interest rate reported in the
wall Street Journal the previous business day. Interest on
the Note shall be calculated on the basis of a 360 day year
counting the actual number of days elapsed. Payments of
principal and accrued interest shall be payable beginning
the first day of Maker's first fiscal quarter of 1993, and
thereafter on the first day of each fiscal quarter, in 39
payments equal to the 1/39th of the principal amount, plus
interest on the outstanding balance thereof.
Maker shall have the right to prepay all or a portion
of the principal balance of this Note at any time. Maker
and all endorsers; sureties and guarantors hereof severally
waive demand, protest, notice of dishonor, notice of non-
payment of this Note and agree that any payments due or to
become due hreunder may be extended, modified, amended or
renewed from time to time by the Holder hereof without
notice. This Note shall be binding upon all of the above
parties and their respective heirs, representatives,
successors and assigns.
If default is made in the payment of any sum due
hereunder or if default is made in the performance of any of
the covenants or conditions of any instrument by which this
Note is secured, all unpaid principal evidence by this Note
and all the interest accrued thereon, at the option of he
Holder, shall become immediately due and payable without
demand or notice. Failure or waiver of exercise of such
option at one time shall not constitute a waiver of the
right to exercise any option arising by reasons of any later
additional default. This Note constitutes an amendment and
restatement of that certain promissory not issued by Maker
in favor of Holder and dated as of May 4, 1992. This Note
may not be modified or amended except by written agreement
of he parties hereto.
Maker promises to pay all costs and expenses of
collection and attorneys' fees and court costs incurred by
the Holder to enforce the terms of this Note and any
instrument by which this Note is secured,
including those expenses and fees which may be incurred in
connection with the appointment of receiver and any
appearances in bankruptcy or insolvency proceedings
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This Note shall be governed by and construed in
accordance with the laws of the State of Idaho.
MICRON CUSTOM MANUFACTURING SERVICES, INC.
an Idaho corporation
By: /s/ Joseph M. Daltoso
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Its: Chairman and President
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MICRON TECHNOLOGY, INC.
a Delaware corporation
By: /s/ Reid N. Langrill
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Its: Vice President Finance
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