To: Rex Dwyer who wrote (1358 ) 11/16/1997 1:50:00 PM From: Mike Winn Read Replies (2) | Respond to of 60323
All: Sandisk just filed another 10-Q on 11/14/97. Any take on what does the following mean? ========================================= SANDISK CORP 10-Q/A TYPE: EX-10.26 SEQUENCE: 2 DESCRIPTION: AMENDMENT TO TRADE FINANCE AGREEMENT EXHIBIT 10.26 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 Third 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 4.6 QUICK RATIO, line 2, of the Agreement is hereby amended by substituting "1.25:1.0" for "2.5:1.0". SUBSECTION 4.8 DEBT TO TANGIBLE NET WORTH, line 2, of the Agreement is hereby amended by substituting "0.75:1.0" for "0.5:1.0". This Third Amendment shall become effective when the Bank shall have received the acknowledgment copy of this Third 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 Third Amendment shall not be a waiver of any existing default or breach of a condition to covenant unless specified herein. Very truly yours, Agreed and Accepted this 30th day of September, 1997. UNION BANK OF CALIFORNIA, N.A. SANDISK CORPORATION By: /s/ John Noble By: /s/ Cindy Burgdorf ----------------------------------- -------------------------------- John Noble Vice President and Relationship Manager Name: Cindy Burgdorf ------------------------------ By: /s/ Cecily Person Title: CFO, Sr. VP Finance ------------------------------------ ----------------------------- Cecily Person Vice President and Credit Executive By: /s/ Eli Harari -------------------------------- Name: Eli Harari ------------------------------ Title: President & CEO ----------------------------- TYPE: EX-10.27 SEQUENCE: 3 DESCRIPTION: CLARIFICATION LETTER Exhibit 10.27 [LETTERHEAD OF UNITED MICROELECTRONICS CORPORATION APPEARS HERE] 24 October 1997 Cindy Burgdorf & Michael Gray Sandisk Corporation 140 Caspian Court Sunnyvale CA 94089 tel (408)542-0577; fax (408)542-0610 and fax (408)542-0612 Dear Ms. Burgdorf and Mr. Gray: On behalf of Mr. Robert Tsao and UMC, I have been authorized to confirm my earlier verbal reassurance: Neither United Microelectronics Corporation nor United Silicon Inc. ("USIC") will assert or raise any breach of contract claim under our existing agreements as a result of any election by SanDisk not to invest further funds into USIC. As mentioned, from our perspective, Mr. Robert Tsao's letter of May 28 attempted to make this quite clear. "Accordingly, and conditioned upon SanDisk acquiring and holding the shares involved in its investment as described above, we promise that SanDisk will not be required to make any additional investment in USI beyond the amounts committed under item 1 above: (i) in order to preserve its right of first refusal with respect to proportional capacity in that amount, or (ii) in order to retain a seat on the board of directors during the first term (i.e., during the first three years)." I also wish to confirm again that Mr. Tsao's letter of May 28 is an integral part of the UMC/SanDisk relationship; that letter was sent to SanDisk with the understanding that it formed a material part of your decision to enter the Foundry Venture Agreement. I hope this letter satisfactorily resolves the matters raised in our telephone call. Yours sincerely, /s/ Peter Courture Peter Courture General Counsel CC: Ivan Brockman, Esq. c/o fax number (650)845-6600