AMENDMENT TO TRADE FINANCE AGREEMENT
In reference to the Trade Finance Agreement ("Agreement") dated July 1,
1996 between Union Bank of California, N.A. ("Bank") and SanDisk Corporation
("Borrower"), the Bank and Borrower desire to amend the Agreement. This
amendment shall be called the First Amendment to the Agreement. Initially
capitalized terms used herein which are not otherwise defined shall have the
meaning assigned thereto in the Agreement.
Amendments to the Agreement:
SECTION 1. THE LOAN
Subsection 1.1 The Trade Finance Credit Facility, line 3, of
the Agreement is hereby amended by substituting "July 15, 1998" for "July 1,
1997"
Subsection 1.1.1 Clean Advance Line, line 5, of the Agreement
is hereby amended by substituting "July 15, 1998" for "July 1, 1997"
Subsection 1.1.2 The Standby Letter of Credit, line 7, of the
Agreement is hereby amended by substituting "September 29, 1998" for "September
29, 1997".
SECTION 3. REPRESENTATIONS AND WARRANTIES
Subsection 3.4 Financial Statements, lines 2,3,4,5, and 6, of
the Agreement are hereby amended by substituting "December 31, 1996" for each
"December 31, 1995" and "March 31, 1997" for each "March 31, 1996".
SECTION 4. AFFIRMATIVE COVENANTS
Subsection 4.7 Tangible Net Worth, line 2, of the Agreement is
hereby amended by substituting "Eighty Million Dollars ($80,000,000)" for
"Seventy Million Dollars ($70,000,000)".
Subsection 4.9 Profitability, of the Agreement is hereby
deleted in its entirety and the following substituted therefor:
"Profitability. Borrower will not have two consecutive
quarterly after tax losses as reported at the end of such fiscal quarter."
This First Amendment shall become effective when the Bank
shall have received the
acknowledgment copy of this First Amendment executed by the Borrower.
Except as specifically amended hereby, the Agreement shall remain in full force
and effect and is hereby ratified and confirmed. This first Amendment shall not
be a waiver of any existing default or breach of a condition to covenant unless
specified herein.
Very truly yours,
Union Bank of California, N.A.
By: /s/ John Noble
----------------------------
John Noble
Vice President
By: /s/ James Goudy
----------------------------
James Goudy
Vice President
Agreed and Accepted this 30th day of June 1997.
SanDisk Corporation
By: /s/ Eli Harari
--------------------------------
Name: Eli Harari
Title: President & CEO
By: /s/ Cindy Burgdorf
-------------------------------
Name: Cindy Burgdorf
Title: CFO, Sr. VP Finance
AMENDMENT TO TRADE FINANCE AGREEMENT
In reference to the Trade Finance Agreement ("Agreement") dated July 1,
1996, as amended from time to time, between Union Bank of California, N.A.
("Bank") and SanDisk Corporation ("Borrower"), the Bank and Borrower desire to
amend the Agreement. This amendment shall be called the Second Amendment to the
Agreement. Initially capitalized terms used herein which are not otherwise
defined shall have the meaning assigned thereto in the Agreement.
Amendments to the Agreement :
SECTION 4. AFFIRMATIVE COVENANTS
Subsection 4.7 Tangible Net Worth, is hereby deleted in its
entirety and the following substituted therefor:
"Tangible Net Worth. Borrower will maintain a Minimum Tangible
Net Worth of not less than Eighty Million Dollars ($80,000,000.00), which amount
shall be increased by Fifty percent (50%) of its net profit for each fiscal
quarter. `Tangible Net Worth' shall mean net worth increased by indebtedness of
Borrower subordinated to Bank and decreased by patents, licenses, trademarks,
trade names, goodwill, and other similar intangible assets, organizational
expenses, security deposits, prepaid costs and expenses and monies due from
affiliates (including officers, shareholders and directors). `Tangible Net
Worth' shall include the United Silicon Inc., a Taiwanese corporation,
investment."
Subsection 4.7 Debt to Tangible Net Worth, of the Agreement is
hereby deleted in its entirety and the following substituted therefor:
"Debt to Tangible Net Worth. Borrower will, on a quarterly
basis, maintain a ratio of total liabilities to Tangible Net Worth of not
greater than 0.5:1.0. `Tangible Net Worth' shall mean net worth increased by
indebtedness of Borrower subordinated to Bank and decreased by patents,
licenses, trademarks, trade names, goodwill, and other similar intangible
assets, organizational expenses, security deposits, prepaid costs and expenses
and monies due from affiliates (including officers, shareholders, and
directors). `Tangible Net Worth' shall include the United Silicon Inc., a
Taiwanese corporation, investment."
SECTION 5. NEGATIVE COVENANTS
Subsection 5.5 Investments, is hereby deleted in its entirety
and the following substituted therefor:
"Investments. Borrower will not purchase the debt or equity of
another person or entity except for those eligible instruments outlined in
Borrower's investment policy provided to Bank, the investment up to $50,000,000
in United Silicon Inc. ("USI") a Taiwanese corporation, savings accounts and
certificates of Bank, direct U.S. Government obligations and commercial paper
issued by corporations with the top ratings of Moody's or Standard & Poor's,
provided all such permitted investments, excluding USI, shall mature within 24
months of purchase."
This Second Amendment shall become effective when the Bank
shall have received the acknowledgment copy of this Second Amendment executed by
the Borrower.
Except as specifically amended hereby, the Agreement shall remain in full force
and effect and is hereby ratified and confirmed. This Second Amendment shall not
be a waiver of any existing default or breach of a condition to covenant unless
specified herein.
Very truly yours,
Union Bank of California, N.A.
By: /s/ John Noble
------------------------------------------
John Noble
Vice President
By: /s/ James Goudy
------------------------------------------
James Goudy
Vice President
Agreed and Accepted this 30th day of June, 1997.
SanDisk Corporation
By: /s/ Eli Harari
--------------------------------------------
Name: Eli Harari
Title: President & CEO
By: /s/ Cindy Burgdorf
--------------------------------------------
Name: Cindy Burgdorf
Title: CFO, Sr. VP Finance