SECOND AMENDMENT TO THE RIGHTS AGREEMENT
Pursuant to Section 27 of the Rights Agreement dated as of April 18, 1997,
as amended by the First Amendment to the Rights Agreement dated as of October
22, 1998 (collectively, the "Agreement"), between SanDisk Corporation, a
Delaware corporation (the "Company"), and Xxxxxx Trust and Savings Bank, an
Illinois banking corporation (the "Rights Agent"), the Company, and the Rights
Agent at the Company's direction, hereby amend the Agreement as of December 17,
1999, as provided below.
1. Exercise of Rights; Purchase Price; Expiration Date of Rights. Section
7(b) of the Agreement shall be amended as follows:
a. The number "$65.00" in the second line shall be replaced with the
number "$500.00".
The undersigned officer of the Company, being an appropriate officer of the
Company and authorized to do so by resolution of the board of directors of the
Company dated as of December 17, 1999, hereby certifies to the Rights Agent that
these amendments are in compliance with the terms of Section 27 of the
Agreement.
SANDISK CORPORATION
By /s/ Xxxxx Xxxxxxxx
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Name: Xxxxx Xxxxxxxx
Title: Chief Financial Officer
ACKNOWLEDGED AND AGREED:
XXXXXX TRUST AND SAVINGS BANK,
as Rights Agent
By:
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Name:
Title:
