0001193125-05-064110 Sample Contracts

CREDIT AGREEMENT by and among LEXAR MEDIA, INC. as Borrower, THE LENDERS THAT ARE SIGNATORIES HERETO as the Lenders, and WELLS FARGO FOOTHILL, INC. as the Arranger and Administrative Agent Dated as of February 28, 2005
Credit Agreement • March 30th, 2005 • Lexar Media Inc • Photographic equipment & supplies • New York

THIS CREDIT AGREEMENT (this “Agreement”), is entered into as of February 28, 2005, by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation, as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and LEXAR MEDIA, INC., a Delaware corporation (“Borrower”).

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SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • March 30th, 2005 • Lexar Media Inc • Photographic equipment & supplies • New York

THIS SECOND AMENDMENT TO CREDIT AGREEMENT (this “Amendment”), dated as of March 29, 2005, entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation (“WFF”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and LEXAR MEDIA, INC., a Delaware corporation (“Borrower”).

FIRST AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT
Credit Agreement And • March 30th, 2005 • Lexar Media Inc • Photographic equipment & supplies • New York

THIS FIRST AMENDMENT TO CREDIT AGREEMENT AND SECURITY AGREEMENT (this “Amendment”), dated as of March 9, 2005, entered into by and among the lenders identified on the signature pages hereof (such lenders, together with their respective successors and permitted assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), WELLS FARGO FOOTHILL, INC., a California corporation (“WFF”), as the arranger and administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, “Agent”), and LEXAR MEDIA, INC., a Delaware corporation (“Borrower”).

LEXAR MEDIA, INC. 5.625% SENIOR CONVERTIBLE NOTES DUE 2010 PURCHASE AGREEMENT
Purchase Agreement • March 30th, 2005 • Lexar Media Inc • Photographic equipment & supplies • New York

THIS INDENTURE dated as of March 30, 2005 is between Lexar Media, Inc., a corporation duly organized under the laws of the State of Delaware (the “Company”), and U.S. Bank, National Association, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”).

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