Crucial 2012 Annual Report Download - page 227

EXHIBIT 10.121
HSBC Bank USA, National Association
452 Fifth Avenue, 10018
Tel: [phone] Fax: [phone]
To: MICRON TECHNOLOGY INC
Attn: Rob Brown
Email: [email protected]
Date: 11th July 2012
Ref : 8878658 / 578383
GEARED SEAGULL CONFIRMATION
Dear Sir or Madam:
The purpose of this letter agreement (a "Confirmation") is to confirm the terms and conditions of the
Transaction entered into on the Trade Date specified below (the "Transaction") between HSBC Bank
USA, National Association ("Party A") and MICRON TECHNOLOGY INC ("Party B"). This
communication constitutes a "Confirmation" as referred to in the Agreement specified below.
The definitions and provisions contained in the 2006 Definitions and the 1998 FX and Currency Option
Definitions (the "FX Definitions") (as published by the International Swaps and Derivatives Association,
Inc., the Emerging Markets Traders Association and The Foreign Exchange Committee) are incorporated
into this Confirmation. In the event of any inconsistency between the FX Definitions and the 2006
Definitions, the FX Definitions will prevail. In the event of any inconsistency between the FX Definitions
or the 2006 Definitions and this Confirmation, this Confirmation will prevail.
If you and we are parties to either an ISDA Interest Rate and Currency Exchange Agreement (for which
purpose this Transaction shall constitute a "Swap Transaction") or an ISDA Master Agreement (in each case
as "Agreement") then this Confirmation supplements forms part of and is subject to such agreement. If you
and we are not yet parties to an Agreement then this Confirmation evidences a complete and binding
agreement between both parties as to the terms of the Transaction to which this Confirmation relates. In
addition Party A and Party B agree to use all reasonable efforts promptly to negotiate, execute and deliver
an agreement in the form of the ISDA Master Agreement (Multicurrency-Cross Border) (the "ISDA Form")
with such modifications as you and we will in good faith agree. Upon execution by both Party A and Party
B of such an agreement, this Confirmation will supplement, form part of, and be subject to that agreement.
All provisions contained or incorporated by reference in that agreement upon its execution will govern this
Confirmation. Until we execute and deliver that agreement, this Confirmation, together with all other
documents referring to the ISDA Form (each a "Confirmation") confirming transactions (each a
"Transaction") entered into between us (notwithstanding anything to the contrary in a Confirmation) shall
supplement, form a part of, and be subject to an agreement in the form of the ISDA Form as if we had
executed an agreement to the Trade Date of the first such Transaction between us in such form with the
Schedule thereto (i) specifying only that (a) the governing laws of the State of New York and the Termination
Currency is U.S. Dollars. In the event of any inconsistencies between this Confirmation and the provisions
of that agreement, this confirmation shall prevail for the purpose of this Transaction.