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Technology Stocks : WDC/Sandisk Corporation -- Ignore unavailable to you. Want to Upgrade?


To: Rex Dwyer who wrote (1358)11/5/1997 11:21:00 PM
From: JOE W  Read Replies (1) | Respond to of 60323
 
Rex,,thanks that makes sense.. I would assume you could use both
slots for ROM or both for MMC if you wanted too... JW



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