SANDISK CORPORATION as Issuer and THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A. as Trustee INDENTURE Dated as of August ___, 2010 ___% Convertible Senior Notes due 2017Indenture • August 18th, 2010 • Sandisk Corp • Computer storage devices • New York
INDENTURE dated as of August ___, 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 [___] Convertible Senior Notes due 2017 UNDERWRITING AGREEMENTUnderwriting Agreement • August 18th, 2010 • Sandisk Corp • Computer storage devices • New York
If the stock price is between two stock price amounts in the table or the effective date is between two effective dates in the table, the number of additional shares will be determined by a straight-line interpolation between the number of additional shares set forth for the higher and lower stock price amounts and the two effective dates, as applicable, based on a 365-day year. In addition, if the stock price is less than $[ ] per share or greater than $[ ] per share, in each case subject to adjustment, no additional shares will be issued upon conversion. Notwithstanding the foregoing, in no event will the total number of shares of common stock issuable upon conversion exceed [ ] per $1,000 principal amount of notes, subject to adjustments.
