June 20, 2006
IBJ Leasing Co., Ltd.
Sumisho Lease Co., Ltd.
Toshiba Finance Corporation
SanDisk Corporation (the “Guarantor”) and IBJ Leasing Co., Ltd., Sumisho Lease Co., Ltd., and Toshiba
Finance Corporation as SD Lessor (in such capacity, collectively, the “SD Lessors”) hereby enter into this
guarantee agreement (the “Agreement”) with respect to the Master Lease Agreement dated June 20, 2006 and
the related individual agreements entered into thereunder (collectively, the “Lease Agreement”), in each case
entered into by and between the SD Lessors and IBJ Leasing Co., Ltd. and Sumisho Lease Co., Ltd. as Toshiba
Lessor thereunder (in such capacity, collectively, the “Toshiba Lessors”) and Flash Partners Yugen Kaisha (the
Unless as otherwise specified in this Agreement, the words defined in the Lease Agreement shall have the
same meaning in this Agreement.
Article 1. (Guarantee)
The Guarantor shall guarantee the performance, from time to time, of the obligations subject to the guarantee
below (the “Guaranteed Obligation”) to the SD Lessors, jointly and severally ( rentai-hosho ) with the Lessee
Guaranteed Obligation shall mean payment obligations of lease rental ( lease-ryo ), stipulated loss payment
( kitei-songaikin ), purchase option exercise price ( konyu-sentakuken-koshikagaku ), terminal return
adjustment amount ( henkanji-choseikin ), break funding cost, late charges ( chien-songaikin ), and any and all
payment obligations of other amounts concerning SD Tranche I and SD Tranche II in individual transactions
pursuant to the Lease Agreement; provided that the Guarantor and the SD Lessors may consult in the event of
any doubt concerning “other amounts” as mentioned above.
In any event, the Guarantor shall not pay any obligation concerning Toshiba Tranche 1 and Toshiba Tranche
2, and all amounts owing from L