EXHIBIT 4.81

CONFIDENTIAL PORTIONS OF THIS AGREEMENT HAVE BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT.

                                 LOAN AGREEMENT

This Loan Agreement is made and entered into as of this 10th day of August, 2006
by and between

SanDisk Corporation, a Delaware corporation with offices at 601 McCarthy Blvd.
Milpitas, CA 95035 USA (the "LENDER")

-AND-

Tower Semiconductor Ltd., a company organized and existing under the laws of the
Israel ("ISRAEL") of P.O Box 619, Migdal Haemek 23105, Israel ("TOWER" or the
"BORROWER").

WHEREAS, the Borrower has requested the Lender to provide Borrower with a Loan
in funds denominated in US$ not to exceed, in the aggregate, the principal
amount of ten million US Dollars (US$10,000,000) (the "AMOUNT OF THE LOAN" or
the "LOAN"), for the purpose of financing the purchase of the equipment listed
on ANNEX B hereto (the "EQUIPMENT") to be supplied by Applied Materials, Inc.
(the "SUPPLIER") pursuant to a separate equipment purchase order executed by
Supplier and dated July 21, 2006 (the "EQUIPMENT PURCHASE ORDER") as such
Equipment Purchase Order has been assigned by Supplier to, and assumed by,
Borrower; and

WHEREAS, the Borrower acknowledges that the proceeds of the Loan shall upon
their receipt by the Borrower, be paid to the Supplier in satisfaction of the
assumed obligations of the Borrower under the Equipment Purchase Order and
equipment purchase agreement between the Borrower and Supplier, and that the
Loan is to be considered an extension of credit for the purchase of assets in
accordance with and taking advantage of the provisions of Section 169(d) of the
Israel Companies Ordinance in respect of the Lien on the Equipment granted
herein by the Borrower to the Lender; and

WHEREAS, subject to the terms of this Agreement, the Lender has agreed to extend
the Loan to the Borrower;

NOW, THEREFORE, it is hereby agreed as follows:

1.   PRELIMINARIES AND DEFINITIONS

     1.1  The preamble to this Agreement forms an integral part thereof.

     1.2  In addition to the terms defined above, as used herein, the following
          terms shall have the meanings set forth below, which shall include
          both the singular and plural thereof unless otherwise noted herein:

          AGREEMENT - shall mean this Agreement and any and all annexes thereto.

          ANCILLARY EQUIPMENT - shall mean the ancillary equipment purchased by
          Borrower for use with the Equipment under a separate equipment
          purchase contract.




          ANCILLARY EQUIPMENT PURCHASE CONTRACT - shall mean the agreement
          executed by the Borrower for the purchase of the Ancillary Equipment,
          having delivery dates for the Ancillary Equipment not later than the
          earlier of (a) August, 2006, and (b) the scheduled delivery date of
          the last piece of the Equipment necessary for the complete
          installation of the Equipment, along with a bank guarantee, letter of
          credit or other evidence or monies designated by Borrower for payment
          of the amounts owing under the Ancillary Equipment Purchase Contract.

          APPROVAL PERIOD - shall mean the period between the execution of this
          Agreement by the last of the parties hereto to execute, and the
          earlier of (i) the date that the Lender notifies the Borrower that all
          of the conditions under Section 3.1 to be satisfied by the Borrower
          have been satisfied or waived by the Lender, and (ii) August 31, 2006.

          ASSUMPTION AGREEMENT - shall mean the agreement executed by the
          Lender, pursuant to which (i) the Lender transfers and assigns to the
          Borrower all of its rights and obligations under the Equipment
          Purchase Order, and (ii) the Borrower assumes all of such rights and
          obligations.

          AVAILABILITY PERIOD - shall mean (subject always to fulfillment of all
          conditions precedent) the period commencing on the Date of Entry into
          Force of this Agreement and ending, as the case may be, at the
          earliest of.

               1)   August 31, 2006, or

               2)   when the Amount of the Loan is fully utilized.

          BUSINESS DAY - shall mean a day on which banks are open for business
          in Tel-Aviv and New York City.

          COMMITMENT - shall mean the commitment of the Lender to maintain the
          Loan available to the Borrower during the Availability Period, upon
          the terms and subject to the conditions of this Agreement.

          DATE OF DISBURSEMENT - shall mean the date designated in a Request for
          Disbursement for the making by the Lender of a Disbursement on behalf
          of the Borrower.

          DATE OF ENTRY INTO FORCE - shall mean the last day of the Approval
          Period provided that such a day is a Business Day, otherwise the Date
          of Entry into Force shall be the first Business Day falling
          immediately after the last day of the Approval Period.

          DEFAULT PERIOD - shall mean with respect to any overdue amount, each
          period of 1 (one), 2 (two) or 3 (three) months, as shall be determined
          by the Lender from time to time with respect to each overdue amount,
          the first of which shall commence on the due date for payment of such
          overdue amount pursuant to this Agreement.

          DELIVERY EVENT - shall mean a date designated under the Equipment
          Purchase Order for the payment by the Borrower of amounts due under
          the Equipment Purchase Order.

          DISBURSEMENT - shall mean each or any disbursement made by the Lender
          to the Borrower to be paid to the Supplier under the Equipment
          Purchase Order in the framework of the Loan pursuant to the terms of
          this Agreement.


                                     - 2 -



          ENCUMBRANCE - shall mean any mortgage, pledge, lien, charge,
          assignment, hypothecation, security interest, tax lien, conditional
          sale or title retention arrangement or other agreement or arrangement,
          the effect of any of which is the creation of security interest
          binding upon the Borrower or on any of its assets and/or designated to
          secure the repayment of any indebtedness, whether arising by agreement
          or under any statute or law.

          EVENT OF DEFAULT - shall have the meaning set forth in Clause 14.

          FACILITY AGREEMENT - shall mean the Restated Facility Agreement,
          originally dated January 18, 2001 between the Borrower and each of
          Bank Hapoalim B.M. and Bank Leumi B.M., as such agreement may be
          amended, supplement or assigned prior to or following the date hereof.

          FOUNDRY AGREEMENT - shall mean the Agreement between SanDisk
          Corporation and Tower Semiconductor Ltd., dated July 4, 2000 for the
          supply of wafers, along with the supplements and amendments thereto,
          including without limitation the amendment executed on even date
          herewith and covering the supply by Tower of 0.13um wafers to be
          produced by the Equipment entitled Amendment 1 to Foundry Agreement
          (the "Amendment 1 to Foundry Agreement").

          POLICY - shall mean the insurance policy covering the equipment and
          satisfying the requirements of Clause 13.7 hereto.

          INSTALLMENT - shall mean an amount of principal of the Loan to be paid
          by the Borrower to the Lender on a particular Installment Repayment
          Date as such amounts are listed or calculated on the Repayment
          Schedule.

          INSTALLMENT REPAYMENT DATE - shall mean (i) in respect of the first
          Installment Repayment Date, the last Business Day of the calendar
          quarter in which the "Upgraded Supply Capability Date" (as such term
          is defined in the Amendment 1 to Foundry Agreement) falls, and (ii) in
          respect of the second through eighth Installment Repayment Dates, the
          last Business Day of each of the subsequent calendar quarters.

          INTEREST RATE - shall mean a fixed rate LIBOR plus 1.1% per annum.

          INTEREST PAYMENT DATE - shall mean each Installment Repayment Date.

          INTEREST PERIOD - shall mean: (i) initially - the period commencing on
          the date of the first Disbursement and ending on the first Interest
          Payment Date, and (ii) thereafter each period commencing on the
          preceding Interest Payment Date and ending on the next succeeding
          Interest Payment Date.

          INDEBTEDNESS - shall mean any and all indebtedness incurred by the
          Borrower or obligations of the Borrower in respect of (i) money
          borrowed or raised, (ii) any note, loan, bonds, debenture or similar
          instruments, including obligations incurred in connection with the
          acquisition of property, assets or business, (iii) deferred payments
          for assets or services acquired (but excluding trade accounts payable
          or accrued liabilities arising in the ordinary course of business),
          (iv) any reimbursement, guarantee, letter of credit, banker's
          acceptance or other instrument issued in support of Indebtedness or on
          account of the Borrower, (v) each and any obligation to pay rent or
          other payment amounts of the Borrower with respect to any sale and
          leaseback transaction to which the Borrower is a party, (vii) every
          obligation of the type referred to in sub-clauses (i)-(v) of another
          person or entity whatsoever, the payment of which is guaranteed by the
          Borrower or for which the Borrower is responsible, directly or
          indirectly, with respect thereof, as obligor, guarantor or otherwise.


                                     - 3 -



          LIEN - shall mean the pledge, charge, mortgage or security interest
          granted or imposed hereunder or under the Loan Documents

          LIBOR - shall mean the average of the rate shown on the display
          designated as page "LIBOR" on the Reuters Monitor System (or such
          other page as may replace page "LIBOR" on that system) as being the
          rate per annum at which deposits in US$ are offered in the London
          Interbank Market for a period equal to the Interest Period.

          LOAN DOCUMENTS - shall mean each of this Agreement, the Assumption
          Agreement, each and any Request for Disbursement and any agreements or
          documents executed or delivered or to be executed or delivered
          pursuant to this Agreement.

          NOTICE - shall mean every notice, request, demand or other
          communication to be made under this Agreement.

          PROCEEDINGS - shall mean any suit, action or proceedings arising out
          of, or in connection, with this Agreement.

          REPAYMENT SCHEDULE - shall mean the schedule attached as APPENDIX A
          hereto.

          TAXES - includes all present and future taxes, levies, withholdings,
          duties, fees or charges, of whatsoever nature, together with interest
          thereon, imposed by or within Israel or any political subdivision or
          taxing authority thereof or therein, or in the country from which any
          payment due under this Agreement is effected by the Borrower except on
          the taxes which may be imposed in Israel or in the USA on the overall
          net income of the Lender.

          US$ OR UNITED STATES DOLLAR'S - shall mean the currency which is the
          legal tender of the United States of America during the duration of
          this Agreement.

     1.3  A reference to a Section, Clause, Appendix or an Annex is a reference
          to a Section, Clause, Appendix or an Annex hereto.

     1.4  All headings are for ease of reference only and shall be disregarded
          in the construction or interpretations of this Agreement.

2.   LOAN AVAILABILITY PERIOD AND LIEN

     2.1. Subject to the terms and conditions of this Agreement, the Borrower
          hereby agrees to borrow from the Lender and the Lender, relying upon
          the representations and warranties contained in this Agreement, hereby
          agrees to make available to the Borrower, the Loan, which shall be
          effected in Disbursements, for the purpose of financing the purchase
          of the Equipment to be supplied by the Supplier pursuant to the
          Equipment Purchase Order that has been assumed by Borrower.

     2.2. Disbursements in the framework of the Loan shall be effected by the
          Lender subject always to the terms herein stipulated, only during the
          Availability Period.


                                     - 4 -



     2.3. In support of any and all of the obligations and undertakings of the
          Borrower herein and in the Loan Documents, Borrower hereby grants to
          Lender a specific charge and security interest and Lien on the
          Equipment and on all rights therein and proceeds therefrom, and
          consents to the filing, registration and perfection of such specific,
          charge, security interest and Lien on the Equipment in and with any
          and all registrars or other governmental or administrative offices as
          shall be necessary or desirable for such perfection. The charge on the
          Equipment shall secure any and all amounts due under the Loan
          Documents at any time up to and not to exceed the fair market value of
          the Equipment, such value to be determined at the time of any Event of
          Default under the Loan Documents. At the discretion of the Lender as
          shall be notified to the Borrower in writing following any such Event
          of Default, the Lender may exercise the rights granted under the
          specific charge on the Equipment through the possession of the
          Equipment.

3.   ENTRY INTO FORCE AND CONDITIONS PRECEDENT

     3.1  ENTRY INTO FORCE

          The obligations of the Lender to provide the Loan shall enter into
          force upon the receipt by the Lender of each and all of the herein
          below specified documents, payments and conditions to be received by
          the Lender or, as the case may be, fulfilled by the Borrower, to the
          Lender's full satisfaction (except as may be expressly approved by the
          Lender):

          (a)  Photocopies, each certified to be true and correct by the
               Secretary of the Borrower, of the resolution(s) of the Borrower's
               board of directors (and/or of such other relevant committee or
               authority of the Borrower, the resolution(s) of which are
               necessary for the purpose herein contemplated, according to the
               Borrower's constitutional documents, approving, to the full
               satisfaction of the Lender, the execution, delivery and
               performance of this Agreement and the other Loan Documents to be
               furnished by the Borrower and the transactions contemplated
               herein and therein, and nominating and authorizing the person(s)
               to sign this Agreement and any other relevant Loan Document to be
               issued by the Borrower in the name and on behalf of the Borrower.

          (b)  A certificate, issued and signed by the Secretary of the
               Borrower, certifying the names of the officers of the Borrower
               authorized to sign this Agreement and any other relevant Loan
               Document to be issued by the Borrower and such other documents or
               certificates to be delivered by the Borrower hereunder or
               thereunder, and attaching their specimen of signature certified
               by the Secretary of the Borrower. The Lender may conclusively
               rely on such certificate until the Lender shall receive a further
               certificate of the Secretary of the Borrower (accompanied by
               appropriate resolutions of the Borrower) canceling or amending
               the prior certificate and submitting the specimen of signatures
               of the officer(s) named in such certificate.


                                     - 5 -



          (c)  A certificate, issued and signed by a duly authorized officer of
               the Borrower, stating that the annual financial reports of the
               Borrower, which includes audited balance sheet and profit and
               loss statement, for the fiscal year which ended on December 31,
               2005 and the unaudited financial statements for the quarterly
               period which ended March 31, 2006, and which have been furnished
               to the Lender by the Borrower, fairly present the financial
               condition of the Borrower and that, as of the date thereof there
               are no obligations, liabilities, or Indebtedness (including
               contingent and indirect liabilities and obligations) of the
               Borrower which are (separately or in the aggregate) material and
               are not reflected in said financial reports and no changes,
               having a material adverse effect upon the financial condition or
               business operations of the Borrower and/or which may have a
               material adverse effect on the Borrower's ability to perform its
               obligations under this Agreement have occurred.

          (d)  The Assumption Agreement executed by the Borrower and the
               Supplier.

          (e)  The Ancillary Equipment Purchase Contract executed by the
               Borrower and the supplier of the Ancillary Equipment, along with
               evidence of the designation for payment by the Borrower of funds
               owing under such contract.

          (f)  Evidence of the filing of this Agreement and any other Loan
               Documents with the Israel Companies Registrar and any other
               government office as is required to perfect the Lien on the
               Equipment under Section 169(d) of the Israel Companies Ordinance.

          (g)  A form of the Policy, ready for authorization by the issuer
               thereof when the Equipment is delivered to the Borrower.

          (h)  Consent of the Banks under the Facility Agreement, to the
               execution and performance by the Borrower of this Agreement and
               the Loan Documents.

          (i)  A certificate, issued and signed by the secretary of the
               Borrower, stating that except as may have been disclosed by the
               Borrower to the Lender in writing prior to the signing of this
               Agreement - no litigation, investigation or proceeding before or
               by any arbitrator and/or governmental (or any political
               subdivision or jurisdiction thereof), court bureau, agency or
               other governmental authority, is continuing or threatened against
               the Borrower, (i) with respect to this Agreement or any of the
               transactions contemplated hereby, (ii) with respect to the
               Equipment Purchase Order and any of the transactions contemplated
               thereby (iii) which may have a material adverse effect whatsoever
               upon the validity, performance or enforceability of this
               Agreement or any other relevant Loan Document which may have a
               material adverse effect upon the ability of the Borrower to
               fulfill its obligations under this Agreement.

          (j)  A legal opinion, addressed to the Lender, issued by a legal
               counsel acceptable to the Lender and dated the date hereof in the
               wording of APPENDIX 3.1 (K) attached hereto.

          (k)  A declaration addressed to the Lender and signed by the Secretary
               of the Borrower stating that the Ancillary Equipment Purchase
               Contract is in full force and effect and that no amendments
               thereto have been made after the date of signature thereof which
               would delay the delivery or installation of the Ancillary
               Equipment to the extent that such delay would interfere with the
               timely installation of the Equipment.


                                     - 6 -



     3.2  After receipt by the Lender, to its full satisfaction, of all of the
          above mentioned documents, the Lender shall notify the Borrower of the
          entry into force of this Agreement on the Date of Entry into Force. If
          one or more of the above documents has/have not been received by the
          Lender until the last day of the Approval Period, or if same or any
          part thereof have been received but not found by the Lender to be to
          its full satisfaction, at the Lender's sole discretion, then, unless
          otherwise agreed by the Lender in writing, the Lender shall notify the
          Borrower in writing to that effect and this Agreement shall be
          considered null and void-and the Lender's Commitment shall be
          immediately and automatically canceled.

     3.3  CONDITIONS PRECEDENT FOR EACH DISBURSEMENT

          The Lender's obligations to make each and any Disbursement (including,
          inter alia, the first Disbursement) available to the Borrower pursuant
          to the terms of this Agreement is subject to the fulfillment, to the
          full satisfaction of the Lender of each and all of the following terms
          and conditions:

          (a)  That no Event of Default or an event which, but for the giving of
               a notice or the lapse of time or both, shall constitute an Event
               of Default has occurred and is continuing.

          (b)  That the Lender shall have received the respective Request for
               Disbursement, corresponding to said Disbursement, stating the
               amount for such Disbursement to be paid by it until the Date of
               Disbursement.

          (c)  That the Borrower shall have performed and complied with all the
               terms and conditions contained in this Agreement, and the other
               Loan Documents, which are required to be performed or complied
               with by the Borrower before or on the Date of Disbursement of
               such respective Disbursement.

          (d)  That no event shall have occurred since the prior Disbursement
               which could materially effect the capacity or ability of the
               Borrower to fulfill its obligations under the Loan Documents.

          (e)  That there shall be no legal or other impediment which may affect
               or otherwise prejudice the transfer of the proceeds of the
               respective Disbursement directly to the Supplier.

          (f)  That none of the Borrower, the Supplier or the supplier under the
               Ancillary Equipment Purchase Contract has given a written notice
               to the Lender to the effect that there has been a material
               default under the Equipment Purchase Order or the Ancillary
               Equipment Purchase Contract or that the Equipment Purchase Order,
               or the Ancillary Equipment Purchase Contract have been canceled.

4.   DISBURSEMENTS

     4.1  Subject always to the terms and conditions of this Agreement,
          Disbursements in the framework of the Loan shall be effected pursuant
          to the following terms:

          (a)  Not less than seven days prior to a Date of Disbursement Date,
               the Borrower shall provide to the Lender a Request for
               Disbursement in the form set forth on APPENDIX 4.1 (A) hereto,
               indicating the satisfaction by the Supplier of a Delivery Event
               under the Equipment Purchase Order, and the amounts payable by
               the Borrower to the Supplier in respect of such Delivery Event.
               Such notice shall be accompanied by an invoice issued by the
               Supplier to the Borrower under the Equipment Purchase Order
               attesting to the satisfaction by the Supplier of the Delivery
               Event in respect of the Equipment and the amount payable by the
               Borrower in respect of such Delivery Event.


                                     - 7 -



          (b)  Disbursements shall be effected only up to and so long as the
               principal amount extended prior to such Disbursement is less than
               the principal amount of the Loan and only during the Availability
               Period.

          (c)  As soon as practicable after each Date of Disbursement, the
               Lender shall notify the Borrower thereof, detailing the amount of
               the Disbursement, the Date of Disbursement thereof and such other
               particulars as the Lender shall deem necessary, or as may be
               reasonably requested by the Borrower.

          (d)  The Lender is under no obligation whatsoever to examine any
               documentation or other evidence of the occurrence of a Delivery
               Event, nor is the Lender hereby or by way of any Loan
               Documentation or Disbursement accepting any obligation as a
               surety or guarantor of the Equipment Purchase Order. All of such
               obligations are of the Borrower. The Lender is under no
               obligation to comply with the payment terms included in the
               Equipment Purchase Order.

     4.2  The principal amount owing under the Loan shall be the aggregate of
          all Disbursements theretofore made to the Borrower hereunder. All
          Disbursements effected during the Availability Period shall be
          consolidated to one amount immediately after each respective
          Disbursement, and as soon as practicable thereafter the Lender shall
          furnish the Borrower with a consolidated Repayment Schedule in the
          form set forth as APPENDIX A detailing the Interest Repayment Dates,
          and the amounts of interest and principal to be paid on each such
          Installment Repayment Date. The Repayment Schedule shall constitute an
          integral part of this Agreement and, unless in the event of manifest
          error, be binding and conclusive.

5.   REPAYMENT OF PRINCIPAL

     5.1. The Borrower shall pay the Installments on each of the Installment
          Repayment Dates as stipulated in the Repayment Schedule, in the amount
          therein stated. Installments repaid may not be re-borrowed.

     5.2. If the aggregate of all Disbursements made prior to a first or any
          subsequent Installment Repayment Date and not repaid in any prior
          Installment is less than the amount of an Installment to be paid on
          such Installment Repayment Date, the amount of such Installment shall
          be reduced to the aggregate of all such Disbursements made prior to
          such Installment Repayment Date, and the amount of such reduction
          shall be added to the Installment to be paid on the next Installment
          Repayment Date.


                                     - 8 -



6.   INTEREST RATE AND INTEREST PAYMENT

     6.1. The Principal Amount of the Loan that has been subject to a
          Disbursement and not repaid hereunder shall bear interest during each
          Interest Period, at the Interest Rate.

     6.2. Interest on the Principal Amount of the Loan that has been subject to
          a Disbursement and not repaid hereunder, at the Interest rate, shall
          be paid by the Borrower for each respective Interest Period, on each
          respective Installment Payment Date.

     Interest shall accrue from day to day and shall be calculated on the basis
     of actual number of days elapsed and a 360 day year. For the purpose of
     calculating the amount of Interest due with respect to each Interest
     Period, the first day of the respective Interest Period or the respective
     Date of Disbursement, as the case may be, shall be included and the last
     day of each Interest Period shall be excluded

7.   EARLY PREPAYMENT

     7.1. The Borrower may prepay the outstanding principal amount of the Loan
          or any part thereof, prior to any Installment Repayment Date, provided
          that:

          (a)  The Borrower shall have given the Lender at least ten (10) days
               prior notice thereof, in writing, which notice shall state the
               amount to be prepaid (which shall be not less than US$[***] or an
               integral multiple thereof) and the date of prepayment, such
               notice to be irrevocable.

          (b)  The Borrower shall pay to the Lender any and all amounts on
               account of Interest accrued and account upon said prepaid amount
               until actual date of prepayment and such other payments payable
               to the Lender pursuant to this Agreement.

          (c)  Amounts prepaid shall be applied to the Installment in their
               inverse order of maturity.

          (d)  Prepayment of the Loan shall have no effect on the obligations of
               Tower under the Foundry Agreement or the time-tables set forth
               therein for the supply or pricing of wafers.

     7.2. Amounts prepaid or repaid may not be re-borrowed.

8.   COSTS AND EXPENSES FEES

     8.1. The Borrower shall pay, immediately when due, all present and future
          stamp and other like duties and Taxes and all registration, recording
          and other like fees, if any, to which this Agreement or any other Loan
          Document referred to herein, may be subject or give rise.

9.   INDEMNITIES

     9.1. The Borrower shall indemnify the Lender against any loss and expenses
          which the Lender shall sustain or incur as a result of any payment due
          to be effected by the Borrower hereunder on account of the
          Installment, Interest being made (for any reason whatsoever including,
          without limitation, as a consequence of acceleration) on a date which
          is not an Installment Payment Date or the last day of a Default
          Period, as the case may be, or in liquidating or reemploying funds to
          effect or maintain such amount, the Loan, or any part thereof.


                                     - 9 -



     9.2. The Borrower shall indemnify and hold harmless the Lender from and
          against any and all losses, claims, damages and liabilities caused by
          any untrue or misleading statements, representations or warranties,
          made by the Borrower, its officers or representatives in respect of
          the Agreement or any Loan Document, or deemed, or caused by any
          omission of a material fact necessary to make the statements so made
          not misleading.

10.  CHANGES OF LAW- INCREASED COSTS

     10.1. Notwithstanding any other provision herein contained, in the event
          that any change in any applicable law, rule or regulation, or in the
          interpretation or administration thereof by any governmental authority
          charged with the interpretation or administration thereof, shall make
          it unlawful for the Lender to (i) honor its Commitment or (ii)
          maintain the Loan or any part thereof, then the Commitment shall be
          immediately canceled with respect to any Disbursement not yet effected
          and the Borrower shall, forthwith upon the Lender's first demand,
          prepay the then outstanding Principal Amount of the Loan together with
          Interest, at the Interest Rate, accrued and accruing thereon as well
          as such other amounts due to be paid by it pursuant to this Agreement
          including, without limitation, any and all amounts as shall be
          notified by the Lender to the Borrower in writing, which shall fully
          compensate and reimburse the Lender against losses and expenses
          incurred by the Lender in liquidating or re-employing funds acquired
          to effect or maintain the Loan, or any respective part thereof.

11.  MANNER AND APPLICATION OF PAYMENTS. TAXES

     11.1. All payments to be made by the Borrower to the Lender under this
          Agreement shall be made in freely and transferable US$, before 11:00
          AM Israel time, on the respective due date thereof, to the credit of
          SanDisk Corporation, Account No. [***] ABA: [***], SWIFT: [***], of
          [***] Bank [***] , San Jose, CA 95113 USA: " Loan Agreement", or to
          such other account of the Lender at such other place as the Lender may
          have notified the Borrower from time to time in writing.

     11.2.(a)  If any Installment Repayment Date shall fall, on a date which is
               not a Business Day, then, the respective Installment Repayment
               Date shall be postponed to the next day which is a Business Day.

          (b)  If any Interest Payment Date has been changed due to the reasons
               mentioned in sub-clause (a), above, the corresponding Interest
               Period shall be either prolonged or shortened accordingly.

----------

[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.


                                     - 10 -



     11.3.(a)  Any and all payments by the Borrower hereunder shall be made, in
               accordance with Clause 11.1, free and clear of and without
               deduction for, any and all present or future Taxes, transfer fees
               or other costs, except to the extent provided in subparagraph
               (b).

          (b)  If the Borrower shall be required by law to deduct any Taxes from
               or in respect of, any sum payable hereunder otherwise payable to
               Lender, then Borrower shall withhold such Taxes from such sum as
               required by law and shall pay such Taxes on Lender's behalf, and
               Borrower shall provide Lender with tax receipts sufficient to
               establish that such Taxes have been paid and are available to
               Lender for credit for income tax and other appropriate purposes.

     11.4. All payments received by the Lender from the Borrower under this
          Agreement shall be applied by the Lender in the following manner:

          (a)  in or towards payment to the Lender of all costs, charges or
               expenses, inter alia, incurred by the Lender in enforcing its
               rights hereunder;

          (b)  in or towards Interest; and

          (c)  in or towards repayment of Installments.

12.  REPRESENTATIONS AND WARRANTIES

     12.1. To induce the Lender to grant the Loan, the Borrower represents and
          warrants to the Lender that:

          (a)  The Borrower is a corporation duly organized, validly existing
               and in good standing under the laws of Israel, is qualified or
               registered and has the corporate power and authority to own its
               properties and assets and to transact the business in which it is
               engaged.

          (b)  The Borrower has full legal right and has the corporate power and
               requisite authority to execute, deliver and perform this
               Agreement and each of the Loan Documents to be furnished by it
               hereunder, inter alia, to obtain the Loan in US$, and to effect,
               in US$, all payments required to be made under this Agreement or
               under any other Loan Document to be furnished by the Borrower.
               The Borrower has taken all corporate actions necessary to
               authorize the execution, delivery and performance of this
               Agreement and the Loan Documents in accordance with their terms
               and to authorize respective persons to execute, sign and deliver
               this Agreement and the Loan Documents in the name and on behalf
               of the Borrower.

          (c)  Neither the execution and delivery of this Agreement or the Loan
               documents nor the consummation of any of the transactions herein
               or therein contemplated, nor compliance with the terms and
               provisions thereof, will violate, contravene or conflict with (i)
               any provision of law, statute or regulation to which the Borrower
               is subject or (ii) any judgment, license, order or permit
               applicable to the Borrower or (iii) any Encumbrance or any
               provision of any document creating an Indebtedness, to which the
               Borrower is a party or by which the Borrower and any of its
               property or assets may be bound, or to which the Borrower and any
               of its property or assets may be subject or (iv) any provision of
               the Memorandum or Articles of Association of the Borrower or (v)
               any of the Borrower's business permits and/or licenses required
               for the operation of the Borrower's business, other than the
               Investment Center; all except as would not have a material
               adverse effect on the ability of the Borrower to pay, when due,
               amounts due to the Lender under this Agreement.


                                     - 11 -



          (d)  No further consents, licenses, approvals, authorizations,
               declarations, filings or registration are required to be obtained
               by the Borrower for the valid execution and delivery of this
               Agreement and Loan Documents or for the consummation of the
               transactions contemplated hereby or thereby except as would not
               have a material adverse effect on the ability of the Borrower to
               pay, when due, amounts due to the Lender under this Agreement.

          (e)  This Agreement and the Loan Documents have been, and when
               executed shall be, duly executed and delivered by the Borrower as
               appropriate, and constitute the legal and binding obligations of
               the Borrower, enforceable against the Borrower in accordance with
               their respective terms.

          (f)  The Equipment and the rights assumed by the Borrower under the
               Assumption Agreement are free and clear of any Encumbrance and/or
               other adverse claims of any nature, and the Borrower has good and
               marketable title to its properties and assets.

          (g)  The annual financial report of the Borrower, which includes
               audited balance sheet and profit and loss statement, for the
               fiscal year which ended on December 31, 2005, and the unaudited
               quarterly financial statements for the period ending March 31,
               2005 which have been furnished by the Borrower to the Lender,
               fairly present the financial condition of the Borrower as of such
               date and have been prepared in accordance with generally accepted
               accounting principles in Israel and, as of the date hereof, there
               are no obligations, liabilities or Indebtedness (including
               contingent and indirect liabilities and obligations) of the
               Borrower which are (separately or in the aggregate) material not
               reflected in such annual financial report.

          (h)  No event or circumstances which constitutes, or which, with the
               giving of a notice or the lapse of time or both would constitute
               an Event of Default, has occurred and is continuing.

          (i)  Except as is described in the submissions of the Borrower to the
               US Securities and Exchange Commission on Form 20-F, and any
               subsequent submission under form 6-K except as may have been
               disclosed by the Borrower to the Lender in writing prior to the
               signature of this Agreement, there are no actions, suits or legal
               or equitable arbitration or administrative proceedings pending,
               or, to the best knowledge of the Borrower, threatened against the
               Borrower that could, if adversely determined, have a material
               adverse effect upon the validity, performance or enforceability
               of this Agreement, the Loan Documents, the Lien on the Equipment
               or upon the ability of the Borrower to fulfill its obligations
               under this Agreement and the Loan Documents, inter alia which may
               impair the ability of the Borrower to pay, when due, amounts due
               to the Lender under this Agreement.

                                     - 12 -



          (j)  All Tax returns required to be filed by the Borrower in any
               jurisdiction have been filed and all Taxes, assessments, fees and
               other governmental charges upon the Borrower and/or upon any of
               its properties, assets or incomes have been paid prior to the
               such Taxes could give rise to a lien thereon all except as would
               not have a material adverse effect on the ability of the Borrower
               to pay, when due, amounts due to the Lender under this Agreement.

          (k)  The Borrower is in compliance with all laws, rules, regulations,
               orders and decrees the violation of which would have a material
               effect on the Borrower's obligations hereunder or the capacity of
               the Borrower to fulfill its obligations under the Loan Documents.

          (l)  The Borrower is, and after consummation of this Agreement and the
               Loan Documents and after giving effect to all indebtedness
               including the indebtedness of the Loan and the Lien on the
               Equipment will be solvent.

          (m)  Except for withholding taxes under the laws of Israel from
               payment of interest, no Taxes are imposed by withholding or
               otherwise on any payment to be made by the Borrower under this
               Agreement and the Loan documents or are imposed on or by virtue
               of the execution, delivery or performance of this Agreement or
               any Loan Document.

          (n)  There is no restriction in any law, regulation, order, judgment,
               agreement of other obligation to which the Borrower is subject
               and that has not been waived that prohibits, restricts or impairs
               (i) the granting by the Borrower to the Lender of the Lien on the
               Equipment, (ii) the registration and perfection of the Lien on
               the Equipment with any relevant authority, and (iii) the accrual
               in respect of such Lien on the Equipment of the rights granted
               under Section 169(d) of Israel's Companies Ordinance. There is no
               Encumbrance, on the Equipment that is senior in right or time to
               the Lien on the Equipment.

          (o)  Upon the filing or other registration by the Lender of the Lien
               on the Equipment with the Companies Registrar, there shall be
               perfected in favor of the Lender a specific charge covering the
               Equipment, and such charge shall enjoy the rights granted to a
               lender under Section 169(d) of Israel's Companies Ordinance.


                                     - 13 -



     12.2. Each Request for Disbursement shall constitute, without the necessity
          of specifically containing a written statement, a representation and
          warranty by Borrower that no event has occurred since the prior
          Disbursement that would materially effect the capacity and ability of
          the Borrower to fulfill its obligations under the Loan Documents.

     12.3. All representations and warranties made by the Borrower herein shall
          survive the duration of this Agreement.

13.  COVENANTS

     So long as the Loan is outstanding and until payment in full by the
     Borrower of any and all amounts due to be paid by it hereunder and
     performance by it of its obligations hereunder, the Borrower undertakes and
     agrees that the Borrower shall deliver to the Lender each of the following:

     13.1. The Borrower shall deliver to the Lender such information concerning
          the business operations, properties or financial condition of the
          Borrower, as the Lender may from time to time reasonably request.

     13.2. The Borrower shall pay and discharge when due (i) all Taxes imposed
          upon its income or profit or upon any property belonging to it and in
          any event, prior to the date on which penalties may become attached
          thereto and an Encumbrance on the Equipment may be created as a result
          of the non payment thereof and (ii) all lawful claims (including
          claims for labor, materials and supplies), which, if impaired, might
          give rise to an Encumbrance upon the Equipment.

     13.3. The Borrower shall preserve and maintain its corporate existence and
          all of its rights, privileges and franchises necessary or desirable in
          the normal conduct of its business and conduct its business in an
          orderly and efficient manner consistent with good business practices
          and in accordance with all applicable law, rules regulations and
          orders of any applicable governmental, court, or other governmental
          authority having jurisdiction over the Borrower or any of its
          business, operations or properties.

     13.4. The Borrower shall promptly notify the Lender in writing of (i) any
          material adverse change in its financial condition or its business,
          (ii) any default under any document giving rise to an Indebtedness;
          (iii) any acceleration of the maturity of any Indebtedness and
          realization procedures of any Encumbrance or other realization
          procedures against the Borrower's assets or property, (iv) any other
          matter which has resulted or might result in a material adverse effect
          on the business operations or financial conditions of the Borrower;
          (v) any litigation or Proceedings by any or before any governmental
          agency, arbitrators or courts and of all disputes concerning the
          Borrower or any of its assets, which, if determined adversely, may
          have a material adverse effect on the validity, performance or
          enforceability of this Agreement or the Loan Documents, or on the
          business operations or financial condition of the Borrower; (vi) any
          substantial dispute between the Borrower and any governmental
          authority with respect to taxes, royalties, tax holidays, grants,
          loans or any other matter including without limitation Israel's
          Investment Center; (vii) any loss or damage to properties or assets of
          the Borrower resulting from any casualty, if the initial estimated
          cost of repair or replacement in excess of insurance proceeds is
          greater than US$[***] or its equivalent; (viii) any change in Taxes,
          stamps or other duties, filing or other fees imposed by withholding or
          otherwise, applicable to any payment to be effected pursuant to this
          Agreement the Loan Agreement or applicable to any transaction thereby
          contemplated; all except as would not have a material adverse effect
          on the ability of the Borrower to pay, when due, amounts due to the
          Lender under this Agreement.


                                     - 14 -



     13.5. The Borrower shall notify the Lender in writing, immediately upon
          becoming aware of the existence of any condition or event which
          constitutes an Event of Default or which, but for the giving of a
          notice or the lapse of time or both would become an Event of Default,
          specifying the nature and period of existence thereof and the action
          which the Borrower is taking or proposes to take with respect thereto.

     13.6. The Borrower shall promptly comply with any and all covenants and
          provisions of this Agreement and the Loan Documents.

     13.7. The Borrower shall at all times keep the Equipment insured against
          loss or damage with insurers reasonably satisfactory to the Lender,
          and in amounts of not less than the purchase price of the Equipment.
          The Lender shall be listed as a third party beneficiary on the Policy.
          The Policy shall include an obligation of the insurer to notify the
          Lender not less than 30 days prior to the expiration of the
          effectiveness of such Policy and the sums due upon renewal thereof.
          The Borrower shall provide Lender with a copy of such Policy and any
          renewal thereof during the period of the Loan. The Borrower will use
          the proceeds from the Policy to repair, replace or otherwise restore
          the Equipment or to repay the Loan, such election as the discretion of
          the Lender, as shall be notified in writing.

     13.8. The Borrower shall promptly obtain, from time to time and at its own
          expense, and thereafter maintain, all such governmental or other
          licenses, authorizations, consents permits and approvals as may be
          required to enable the Borrower to comply with each and all of its
          obligations under this Agreement and the Loan Documents and the
          consummation by the Borrower of any of the transactions therein
          contemplated including, without limitation, permits regarding or for
          the purpose of effecting any and all payments due to be made by it, in
          freely and transferable US$ and in the manner as stipulated in this
          Agreement and any permits required to freely transfer the Equipment
          out of Israel.

     13.9. The Borrower shall not, without the prior written consent of the
          Lender, transfer, sell, assign, pledge or move the Equipment to the
          ownership, location or control of any other party, or create, incur,
          permit or suffer to exist, any Encumbrance upon or in respect of the
          Equipment other than in accordance with this Agreement and the Loan
          Documents.


                                     - 15 -



     13.10. The Borrower shall maintain the Equipment in good working order and
          in accordance with all maintenance schedules and requirements as are
          prescribed by the Supplier. The Borrower shall operate the Equipment
          only in accordance with the operation limits prescribed in the
          operation manual of the Equipment. The Borrower shall notify the
          Lender of any operational failure of the Equipment that results in an
          unscheduled shutdown of the Equipment for more than 8 consecutive
          hours or more than 24 hours in any seven day period, such notification
          shall be provided in writing by fax or email with hard copy follow up,
          and shall set forth the reason for such shutdown and the maintenance
          taken or to be taken to cure the failure. Such notice shall be
          provided to the Lender within 24 hours of the shutdown. The Borrower
          shall within 30 days of the end of each year during which the Loan
          shall be outstanding or more frequently as may be requested by the
          Lender, deliver a copy of the maintenance and production log of the
          Equipment certified by an officer of the Borrower as being a true copy
          thereof.

     13.11. Subject to confidentiality agreements separately entered into
          between Borrower and Lender, Borrower shall permit the Lender and its
          representatives at all reasonable times to inspect the facilities,
          activities, books of account and records of the Borrower, including
          without limitation those relating to the Equipment, and shall cause
          its representatives, employees and accountants to give their
          cooperation and assistance in connection with any such rights of
          inspection or any financial conference called by the Lender.

     13.12. The Borrower shall not, without the prior written consent of the
          Lender, discontinue its wafer fabrication plant business

     13.13. The Borrower shall not amend its Articles of Association if the
          effect would be to make the Borrower unable to comply with its
          obligations under this Agreement or the Loan Documents.

     13.14. The Borrower shall upon the occurrence of any Event of Default,
          provide access by the Lender or its agents at all reasonable times to
          the Equipment for purposes of taking possession of the Equipment and
          the removal of the Equipment from the facilities of the Borrower. Upon
          an election by the Lender to take possession of the Equipment, the
          Borrower shall take all necessary steps as are reasonably requested by
          the Lender to facilitate such taking of possession, and shall not
          contest the rights of the Lender to possess the Equipment or in any
          way hamper, interfere or prevent such taking of possession, provided
          that the Lender shall not (subject to Lender's legal reporting
          requirements) make any public announcement of such repossession of the
          Equipment to any customers of the Borrower, and shall not announce the
          source of the repossessed Equipment except as may be required for the
          sale of the Equipment.

14.  EVENTS OF DEFAULT, IMMEDIATE REPAYMENT

     14.1. Each of the following events or occurrences shall constitute an Event
          of Default under this Agreement:


                                     - 16 -



          (a)  The Borrower fails to pay when due any Installment of or Interest
               on, the Loan or fails to pay when due any fee, expense, cost or
               other payments required to be made by it hereunder and such
               non-payment continues for a period of [***].

          (b)  Any representation, warranty or statement made or deemed to be
               made under this Agreement or any Loan Document, or in any
               certificate or statement furnished or made to the Lender pursuant
               hereto or thereto or in connection herewith or therewith, shall
               prove to be untrue or inaccurate or misleading in any material
               respect as of the time made, provided that, if capable of being
               cured, are not cured within a period of [***].

          (c)  The Borrower fails to perform any of the covenants contained in
               this Agreement or in any other Loan Documents provided that if
               capable of being cured is not cured within a period of [***].

          (d)  This Agreement or any other of the Loan Document ceases to be
               legal, valid and binding agreements enforceable against the
               Borrower or, as the case may be, the respective parties thereto,
               in accordance with the respective terms thereof or be, in any
               manner, terminated or becomes or be declared ineffective or
               inoperative or ceases, in any way whatsoever, to give or provide
               the respective rights, interests, remedies, powers or privileges
               intended to be created thereby.

          (e)  The Borrower (i) applies for or consents to the appointment of a
               receiver, trustee, custodian, intervener or liquidator of itself
               or of its assets whether in whole or partially (ii) files a
               voluntary petition in bankruptcy, admits in writing that it is
               unable to pay the Indebtedness or any part thereof as it or they
               become due (iii) makes a general assignment or enters into any
               kind of arrangement and/or settlement, re-adjustment of debts or
               otherwise for the benefit of creditors (general or any class of
               creditors) (iv) files a petition or answer seeking reorganization
               or an arrangement with creditors or takes advantage of any
               bankruptcy or insolvency laws (v) files an answer admitting the
               allegations of, or consents to, or defaults in, answering a
               petition filed against it in any bankruptcy, reorganization or
               insolvency proceedings or (vi) takes corporate actions for the
               purpose of effecting any of the foregoing.

          (f)  An involuntary petition or complaint is filed against the
               Borrower seeking bankruptcy, liquidation or reorganization of the
               Borrower and same is not discharged within a period of [***] ,
               subject to the Borrower having furnished the Lender with
               documents evidencing that such petition or complaint is being
               contested by the Borrower in good faith and the Borrower has
               substantial legal grounds to believe that such complaint or
               petition be eventually discharged, such other longer period as
               shall be requested by the Borrower and agreed by the Lender, or
               the appointment of a receiver, custodian, trustee, intervener or
               liquidator of the Borrower or its assets, in whole or partially,
               or if an order, order for relief, judgment or decree be entered
               by any court of competent jurisdiction or other competent
               authority, approving a petition or complaint seeking
               reorganization of the Borrower or appointing a receiver,
               custodian, trustee, Intervener or liquidator of the Borrower or
               of its assets, in whole or partially.

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[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.


                                     - 17 -



          (g)  The Borrower declares a general moratorium on the payment of its
               Indebtedness.

          (h)  Any assets, rights or revenues of the Borrower, in the aggregate
               amount exceeding US $[***] United States Dollars) be attached or
               detained upon, or the same become subject, at any time, to any
               order of court or other process.

          (i)  The Borrower ceases its operation as a wafer fabrication plant or
               declares its intention so to do, or threatens so to do, or if the
               Borrower ceases or declares its intention to cease or threatens
               to cease its operation as a wafer fabrication plant.

          (j)  Any consent, authorization, license or approval of, or
               registration with, or declaration to, any governmental, public or
               other body, authority or court required to be obtained or made by
               the Borrower in connection with the execution, delivery,
               validity, enforceability or admissibility in evidence of this
               Agreement, or the performance by the Borrower of its respective
               obligations thereunder or the consummation by the Borrower of the
               transactions therein contemplated, is modified, or not granted,
               or revoked or terminated or expires or otherwise ceases to be in
               full force and effect and the result thereof is to make the
               Borrower unable to comply with any of its obligations thereunder.

          (k)  A material breach of the Foundry Agreement;

          (l)  A material breach by the Supplier of the Equipment Purchase
               Order.

          (m)  Failure of the Borrower to maintain the Equipment in accordance
               with the schedule prescribed by the Supplier in any material
               respect.

          (n)  The accrual or registration of any Encumbrance on the Equipment.

          If and when an Event of Default shall occur and be continuing then the
          Lender may exercise one or more of the following rights and remedies
          and any other remedies provided by any applicable law, as the Lender
          shall deem necessary or desirable:

          (a)  By notice to the Borrower in writing - terminate, with immediate
               effect, the Commitment;

          (b)  By notice to the Borrower in writing, declare the principal
               amount outstanding of the Loan and all Interest accrued on the
               Loan and any other liabilities of the Borrower under this
               Agreement to be forthwith due and payable, whereupon the same
               shall become so payable;

----------

[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.


                                     - 18 -



          (c)  Foreclose on the Equipment and remove or have removed the
               Equipment from the premises of the Borrower; and

          (d)  Suspend the performance of its obligations under the Foundry
               Agreement.

     14.3 Upon an Event of Default, the Lender shall provide written notice to
          the Borrower of its election to exercise the rights granted under the
          specific charge on the Equipment through the possession of the
          Equipment. Amounts that remain outstanding following the exercise of
          the rights of the Lender under the specific charge on the Equipment
          shall not be subject to the lien of the specific charge on the
          Equipment, but shall be deemed an unsecured, immediately payable
          obligation of the Borrower to the Lender and the Lender shall not
          commence liquidation or similar insolvency proceedings for the
          recovery of such obligation.

15.  ASSIGNMENT

     15.1. This Agreement shall be binding upon the parties hereto, and inure
          for the benefit of the Lender and its successors and assignees.

     15.2. The Borrower may not assign or transfer any of its rights or
          obligations under this Agreement, without the prior written consent of
          the Lender.

     15.3. The Lender may assign, from time to time, all or any of its rights,
          benefits or obligations under this Agreement or the Loan Documents to
          any of its wholly owned subsidiaries or to a third party acquiring all
          or substantially all of the assets of the Lender.

16.  GOVERNING LAW AND JURISDICTION

     16.1. This Agreement and the Loan Document and the Notes shall be governed
          by and construed in accordance with the laws of Israel. Disputes
          arising under or in connection with this Agreement the Loan Document
          shall be adjudicated in the District Court of Tel Aviv - Yafo.

     16.2. The Borrower waives any objection it may have now, or hereafter have,
          to the laying of venue in any action or proceeding and any claim it
          may have that such action or proceeding has been brought in an
          inconvenient forum, including, without limitation, to the making,
          enforcement or execution against any property whatsoever, of any order
          or judgment which may be made or given in such action or proceeding.

17.  MISCELLANEOUS

     17.1. No failure to exercise, or delay in exercising, on the part of the
          Lender, of any power, right or remedy hereunder or under the Loan
          Documents, shall operate as a waiver thereof, nor shall any single or
          partial exercise of any power, right or remedy, preclude any other or
          further exercise thereof, or the exercise of any other power, right or
          remedy. The rights and remedies herein provided are cumulative and not
          exclusive of any rights or remedies provided by law


                                     - 19 -



     17.2. The obligation of the Borrower under this Agreement is unconditional
          and irrevocable and shall not be in any way, affected or discharged by
          reason of any matter affecting the Equipment Purchase Order including,
          without limitation, the performance, frustration or validity of the
          same, the insolvency or dissolution of the Supplier or the
          destruction, non-completion or non-functioning of Equipment supplied
          or services rendered under the Equipment Purchase Order.

     17.3. If any provision of this Agreement or of any of the Loan Documents is
          held to be illegal, invalid or unenforceable under present or future
          laws, said provision shall be fully severable. This Agreement and the
          Loan Documents shall be construed and enforced as if such illegal,
          invalid or unenforceable provision had never comprised a part of this
          Agreement or of the Loan Documents, and the remaining provisions shall
          remain in full force and effect.

     17.4. The relationship between Borrower and Lender under and pursuant to
          this Agreement and any Loan Document, is and shall at all times
          remain, solely that of borrower and lender, and the Lender neither
          undertakes nor assumes any responsibility or duty to the Borrower to
          review, observe, inspect, supervise, pass judgment upon, or inform the
          Borrower of any matter in connection with any phase of the Borrower's
          business, operations or condition, financial or otherwise.

     17.5. This Agreement and the Loan Documents and the documents referred to
          herein or therein constitute the entire obligations of the parties
          hereto or thereto with respect to the subject matter and shall
          supersede any prior expressions of intent or understanding with
          respect to the matters herein or therein contemplated. Any amendments
          hereto or thereto shall be in writing.

     17.6. Any and all payments to be made by the Borrower hereunder shall be
          considered as received by the Lender, thereby discharging the
          Borrower's obligations with respect thereof, only and to the extent
          that same are finally and irrevocably received by the Lender pursuant
          to the terms hereto so that the Lender may use said amounts,
          immediately, automatically and without delay, for the settlement and
          discharge of the respective payment then due.

18.  NOTICES

     18.1. Every Notice, shall be in writing, and unless otherwise specifically
          stipulated in this Agreement, delivered personally or by courier, or
          registered letter, or fax with telephone confirmation of receipt,
          except for a Request for a Disbursement which shall be sent through a
          tested telex/authenticated swift sent by a first class bank in Israel
          with the signatures of the Borrower authenticated by same. Failure by
          the Borrower or the Lender to confirm any such Notice sent via fax as
          aforesaid shall not derogate from or in any manner prejudice the
          Lender's rights pursuant to this Agreement or the obligations of the
          Borrower hereunder. Every Notice shall, subject as otherwise provided
          in this Agreement, be deemed to have been received, in the case of a
          fax - at the time of dispatch (provided that if the date of dispatch
          is not a Business Day it shall be deemed to have been received at the
          opening of business on the next such Business day), and in the case of
          a letter, a registered letter or courier - when delivered personally,
          or 4 days after it has been put into the post or 1 Business Days after
          it has been given to the courier, as the case may be.


                                     - 20 -



     18.2. Every notice shall be sent, addressed as follows:

          (a)  To the Borrower at the first address of the Borrower first above
               appearing.

               Attention: Tower Semiconductor Ltd., Ramat Gavriel Industrial
               Zone, P.O. Box 619, Migdal Haemek 23105 Israel

          (b)  To the Lender at the first address of the Lender first above
               appearing: Attention[***] , SanDisk Corporation, 601 McCarthy
               Blvd., Milpitas, CA 95035 USA

In Witness Whereof the parties hereto have caused this Agreement to be duly
executed on the day and _______________.

SANDISK CORPORATION                         TOWER SEMICONDUCTOR LTD.

______________________                      ______________________

By:_________________________                By:_________________________

Name:_________________________              Name:___________________

Title:___________________________           Title:____________________

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[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.


                                     - 21 -



APPENDIX A                 Repayment Schedule

The Amount of the Loan shall be repaid on the Installment Repayment Dates as
follows:

     A. First Installment Repayment Date [***] during the [***] in which the
[***], plus applicable interest under the Loan Documents.

     B. Second through Seventh Installment Repayment Date [***] , plus
applicable interest under the Loan Documents.

     C. Final Installment Repayment Date - All outstanding sums of principal,
interest and any other fees accrued or payable from Borrower to Lender under the
Loan Documents

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[***] THE CONFIDENTIAL PORTION OF THIS AGREEMENT HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALITY.


                                     - 22 -