EX-25.1 6 a2178006zex-25_1.htm EXHIBIT 25.1
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Exhibit 25.1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE

o    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2)

WELLS FARGO BANK, NATIONAL ASSOCIATION
(Exact name of trustee as specified in its charter)

A National Banking Association   94-1347393
(Jurisdiction of incorporation or
organization if not a U.S. national bank)		   (I.R.S. Employer
Identification No.)

101 North Phillips Avenue
Sioux Falls, South Dakota
 
 
57104
(Address of principal executive offices)   (Zip code)

Wells Fargo & Company
Law Department, Trust Section
MAC N9305-175
Sixth Street and Marquette Avenue, 17th Floor
Minneapolis, Minnesota 55479
(612) 667-4608
(Name, address and telephone number of agent for service)

MICRON TECHNOLOGY, INC.
(Exact name of obligor as specified in its charter)

Delaware   75-1618004
(State or other jurisdiction of
incorporation or organization)		   (I.R.S. Employer
Identification No.)

8000 S. Federal Way
Boise, Idaho
 
 
83716-9632
(Address of principal executive offices)   (Zip code)

Convertible Senior Notes due June 1, 2014
(Title of the indenture securities)

Item 1.    General Information.    Furnish the following information as to the trustee:

    (a)
    Name and address of each examining or supervising authority to which it is subject.

      Comptroller of the Currency
      Treasury Department
      Washington, D.C.

      Federal Deposit Insurance Corporation
      Washington, D.C.

      Federal Reserve Bank of San Francisco
      San Francisco, California 94120

    (b)
    Whether it is authorized to exercise corporate trust powers.

      The trustee is authorized to exercise corporate trust powers.

Item 2.    Affiliations with Obligor.    If the obligor is an affiliate of the trustee, describe each such affiliation.

    None with respect to the trustee.

        No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.

Item 15.    Foreign Trustee.    Not applicable.

Item 16.    List of Exhibits.    List below all exhibits filed as a part of this Statement of Eligibility.

Exhibit 1.   A copy of the Articles of Association of the trustee now in effect.*

Exhibit 2.
 
A copy of the Comptroller of the Currency Certificate of Corporate Existence and Fiduciary Powers for Wells Fargo Bank, National Association, dated February 4, 2004.**

Exhibit 3.
 
See Exhibit 2

Exhibit 4.
 
Copy of By-laws of the trustee as now in effect.***

Exhibit 5.
 
Not applicable.

Exhibit 6.
 
The consent of the trustee required by Section 321(b) of the Act.

Exhibit 7.
 
A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority.

Exhibit 8.
 
Not applicable.

Exhibit 9.
 
Not applicable.
*
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated December 30, 2005 of Hornbeck Offshore Services LLC file number 333-130784-06.

**
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form T-3 dated March 3, 2004 of Trans-Lux Corporation file number 022-28721.

***
Incorporated by reference to the exhibit of the same number to the trustee's Form T-1 filed as exhibit 25 to the Form S-4 dated May 26, 2005 of Penn National Gaming Inc. file number 333-125274.

1


SIGNATURE

        Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Wells Fargo Bank, National Association, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Minneapolis and State of Minnesota on the 16th day of May 2007.


 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
/s/  JANE Y. SCHWEIGER      
Jane Y. Schweiger
Vice President

2

EXHIBIT 6

May 16, 2007

Securities and Exchange Commission
Washington, D.C. 20549

Gentlemen:

        In accordance with Section 321(b) of the Trust Indenture Act of 1939, as amended, the undersigned hereby consents that reports of examination of the undersigned made by Federal, State, Territorial, or District authorities authorized to make such examination may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor.


 
 
Very truly yours,

 
 
WELLS FARGO BANK, NATIONAL ASSOCIATION

 
 
/s/  JANE Y. SCHWEIGER      
Jane Y. Schweiger
Vice President

Exhibit 7

Consolidated Report of Condition of

Wells Fargo Bank National Association
of 101 North Phillips Avenue, Sioux Falls, SD 57104
And Foreign and Domestic Subsidiaries,
at the close of business December 31, 2006, filed in accordance with 12 U.S.C. §161 for National Banks.

 
   Dollar Amounts
In Millions
ASSETS      
Cash and balances due from depository institutions:      
  Noninterest-bearing balances and currency and coin   $ 15,071
  Interest-bearing balances     1,332
Securities:      
  Held-to-maturity securities     0
  Available-for-sale securities     37,720
Federal funds sold and securities purchased under agreements to resell:      
  Federal funds sold in domestic offices     4,141
  Securities purchased under agreements to resell     1,130
Loans and lease financing receivables:      
  Loans and leases held for sale     33,751
  Loans and leases, net of unearned income     252,936
  LESS: Allowance for loan and lease losses     2,088
  Loans and leases, net of unearned income and allowance     250,848
Trading Assets     3,060
Premises and fixed assets (including capitalized leases)     4,045
Other real estate owned     557
Investments in unconsolidated subsidiaries and associated companies     419
Intangible assets      
  Goodwill     8,995
  Other intangible assets     18,458
Other assets     19,144
   
Total assets   $ 398,671
   

LIABILITIES
 
 
 
Deposits:      
  In domestic offices   $ 272,350
    Noninterest-bearing     76,347
    Interest-bearing     196,003
  In foreign offices, Edge and Agreement subsidiaries, and IBFs     39,196
    Noninterest-bearing     12
    Interest-bearing     39,184
Federal funds purchased and securities sold under agreements to repurchase:      
  Federal funds purchased in domestic offices     4,271
  Securities sold under agreements to repurchase     5,631
Trading liabilities     2,145
Other borrowed money (includes mortgage indebtedness and obligations under capitalized leases)     7,119
Subordinated notes and debentures     10,164
Other liabilities     17,464
   
Total liabilities   $ 358,340

Minority interest in consolidated subsidiaries
 
 
61

EQUITY CAPITAL
 
 
 
Perpetual preferred stock and related surplus     0
Common stock     520
Surplus (exclude all surplus related to preferred stock)     24,751
Retained earnings     14,549
Accumulated other comprehensive income     450
Other equity capital components     0
   
Total equity capital     40,270
   
Total liabilities, minority interest, and equity capital   $ 398,671
   

        I, Karen B. Nelson, Vice President of the above-named bank do hereby declare that this Report of Condition has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true to the best of my knowledge and belief.


 
 
Karen B. Nelson
Vice President

        We, the undersigned directors, attest to the correctness of this Report of Condition and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.


Avid Modijtabai
 
 
John Stumpf   Directors
Carrie Tolstedt    



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