SANDISK CORPORATION as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of August 25, 2010 1.5% Convertible Senior Notes due 2017Indenture • August 25th, 2010 • Sandisk Corp • Computer storage devices • New York
INDENTURE dated as of August 25, 2010 between SanDisk Corporation, a Delaware corporation, as issuer (hereinafter sometimes called the “Company,” as more fully set forth in Section 1.01), and The Bank of New York Mellon Trust Company, N.A., a national banking association, as trustee (hereinafter sometimes called the “Trustee,” as more fully set forth in Section 1.01).
SanDisk Corporation $1,000,000,000 aggregate principal amount of 1.5% Convertible Senior Notes due 2017 UNDERWRITING AGREEMENTUnderwriting Agreement • August 25th, 2010 • 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 1.5% Convertible Senior Notes due 2017 (the “Firm Securities”), to be issued pursuant to the provisions of an indenture to be dated as of August 25, 2010 (the “Indenture”) between the Company and The Bank of New York Mellon Trust Company, N.A., 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 1.5% Convertible Senior Notes due 2017 (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 herei
