AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT
This AMENDMENT TO INDEMNIFICATION AND REIMBURSEMENT AGREEMENT (this
"Amendment"), dated as of May 29, 2002, is made between SANDISK CORPORATION, a Delaware
corporation ("SanDisk"), and TOSHIBA CORPORATION, a Japanese corporation ("Toshiba").
WHEREAS, SanDisk and Toshiba are parties to that certain Indemnification and Reimbursement Agreement
dated as of April 10, 2002 (as from time to time amended, restated, supplemented or otherwise modified, the
"Indemnification Agreement"); and
WHEREAS SanDisk and Toshiba desire to amend the Indemnification Agreement to make certain amendments
as set forth below.
NOW, THEREFORE, in consideration of the mutual covenants herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, SanDisk and Toshiba have agreed as
Section 1. Amendments to the Indemnification Agreement.
(a) The definition of "Toshiba Guaranty Default" in the Indemnification Agreement is amended in its entirety to
read in full as follows:
"Toshiba Guaranty Default" means: (i) any default by Toshiba in the performance of any obligation under or
compliance with any covenant under the Toshiba Guaranty, or (ii) any event, occurrence or circumstance that,
under the Toshiba Guaranty, entitles any of the Bridge Bank or Refinancing Banks to demand payment, excluding
from this clause (ii) any default by FVC-Japan under the Refinancing Documents that is not a result of any
Guarantor-Triggered Refinancing Document Default.
(b) Section 1 of the Indemnification Agreement is hereby amended by adding thereto in the correct alphabetical
order the following definitions:
"Guarantor-Triggered Refinancing Document Default" means any event, occurrence or circumstance affecting or
effected by Toshiba or any act or omission by Toshiba (including, without limitation, difficulty in performing any
obligation under the Toshiba Guaranty) in any case the occurren