SanDisk Corporation aggregate principal amount of __% Convertible Senior Notes due 2013 UNDERWRITING AGREEMENTUnderwriting Agreement • May 9th, 2006 • Sandisk Corp • Computer storage devices • New York
SanDisk Corporation, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule II hereto (the “Underwriters”), $1,000,000,000 aggregate principal amount of its ___% Convertible Senior Notes due 2013 (the “Firm Securities”), to be issued pursuant to the provisions of an indenture to be dated as of May ___, 2006 (the “Indenture”) between the Company and The Bank of New York, as Trustee (the “Trustee”). The Company also proposes to issue and sell to the several Underwriters not more than an additional $150,000,000 aggregate principal amount of its ___% Convertible Senior Notes due 2013 (the “Additional Securities”) if and to the extent that Morgan Stanley & Co. Incorporated shall have determined to exercise, on behalf of the several Underwriters, the right to purchase such Additional Securities (or any portion thereof) granted in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred
