**Exhibit 10.41**
**FIRST AMENDMENT AGREEMENT**
     **FIRST AMENDMENT AGREEMENT**, dated as of December 22, 2004 (the “First Amendment”), tothe Receivables Loan and Security Agreement, dated as of June 24, 2004, among Maxtor ReceivablesLLC, a Delaware limited liability company (the “Borrower”), Maxtor Corporation, a Delawarecorporation (“Maxtor”), as servicer (the “Servicer”), Merrill Lynch CommercialFinance Corp., as lender (the “Lender”), Merrill Lynch Commercial Finance Corp., as agent(the “Agent”), U.S. Bank National Association and the other parties named therein (as thesame has been and may be further amended, supplemented, modified and/or restated in accordance withits terms, the “RLSA”). Capitalized terms used herein and not otherwise defined hereinshall have the meanings attributed thereto in the RLSA.
     WHEREAS, the parties hereto have agreed to amend the RLSA on the terms and subject to theconditions herein set forth;
     NOW, THEREFORE, for valuable consideration, the receipt and sufficiency of which is herebyacknowledged, and subject to the fulfillment of the conditions set forth below, the parties heretoagree as follows:
**ARTICLE I. AMENDMENTS TO THE RLSA**
            (a) The RLSA is hereby amended by deleting Clause (s) of Section 7.01 of the RLSA in itsentirety and substituting in lieu thereof the following:
     “(s) the non-restricted and unencumbered cash, non-restricted and unencumberedcash equivalents (determined and valued in accordance with GAAP) and non-restricted andunencumbered marketable securities (determined and valued in accordance with GAAP) of theServicer (if Maxtor or any Affiliate thereof) and its consolidated subsidiaries (includingthe Borrower) shall be, in the aggregate, less than (i) $250 million at any time if theincome or loss from operations plus depreciation and amortization of good will andintangible assets (determined in accordance with GAAP) of the Servicer (if Maxtor or anyAffiliate thereof) and its consolidated subsidiaries (including the Borrower) for the mostrecently ended fiscal quarter of the Servicer multiplied by four (4) was less than 20% ofthe long-term debt (determined in accordance with GAAP) of the Servicer and its consolidatedsubsidiaries (including the Borrower) as of the last day of such fiscal quarter and (ii)$175 million at any time if the income or loss from operations plus depreciation andamortization of good will and intangible assets (determined in accordance with GAAP) of theServicer (if Maxtor or any Affiliate thereof) and its consolidated subsidiaries (includingthe Borrower) for the most recently ended fiscal quarter of the Servicer multiplied by four(4) was greater than or equal to 20% of the long-term debt (determined in accordance withGAAP) of the Servicer and its consolidated subsidiaries (including the Borrower) as of thelast day of such fiscal quarter; or”
 

 

            (b) The RLSA is hereby amended by deleting Clause (t) of Section 7.01 of the RLSA in itsentirety and substituting in lieu thereof the following:
     “(t) with respect to each fiscal quarter of the Servicer (if Maxtor or any Affiliatethereof) other than the fiscal quarters ending on or about December 31, 2004 and March 31,2005, the income or loss from operations plus depreciation and amortization of good will andintangible assets (determined in accordance with GAAP) of the Servicer (if Maxtor or anyAffiliate thereof) and its consolidated subsidiaries (including the Borrower) for suchfiscal quarter of the Servicer multiplied by four (4) shall be less than 20% of thelong-term debt (determined in accordance with GAAP) of the Servicer and its consolidatedsubsidiaries (including the Borrower) as of the last day of such fiscal quarter;”
            (c) Schedule VI of the RLSA is hereby amended by deleting such Schedule in itsentirety and inserting in lieu thereof Schedule VI attached hereto as Annex I.
     **SECTION 2. CONDITIONS TO EFFECTIVENESS**
     This First Amendment shall be effective upon the delivery to the Agent of counterparts hereofexecuted by each of the parties hereto.
     **SECTION 3. MISCELLANEOUS**
     (i) The Borrower and the Servicer each hereby certifies that the representations andwarranties set forth in Article IV of the RLSA (and any other representations and warranties madeby the Borrower or the Servicer in the RLSA) are true and correct on the date hereof (after givingeffect to this First Amendment) with the same force and effect as if made on the date hereof,except to the extent that such representations and warranties speak specifically to an earlier datein which case they shall have been true and correct on such date. In addition, after giving effectto this First Amendment, the Borrower and the Servicer each represents and warrants (whichrepresentations and warranties shall survive the execution and delivery hereof) that (a) nounwaived Early Amortization Event (nor any event that but for notice or lapse of time or both wouldconstitute an unwaived Early Amortization Event) shall have occurred and be continuing as of thedate hereof nor shall any unwaived Early Amortization Event (nor any event that but for notice orlapse of time or both would constitute an unwaived Early Amortization Event) occur due to thisFirst Amendment becoming effective, (b) the Borrower and the Servicer each has the corporate powerand authority to execute and deliver this First Amendment and has taken or caused to be taken allnecessary corporate actions to authorize the execution and delivery of this First Amendment, (c) noconsent of any other person (including, without limitation, shareholders or creditors of theBorrower or the Servicer), and no action of, or filing with any governmental or public body orauthority is required to authorize, or is otherwise required in connection with the execution andperformance of this First Amendment other than such that have been obtained and (d) this FirstAmendment constitutes the legal, valid and binding obligation of the Borrower and the Servicer,enforceable against such party in accordance
 

 

with its terms, except as enforceability may belimited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting theenforcement of creditors’ rights generally and general principles of equity which may limit theavailability of equitable remedies.
     (ii) The RLSA, as amended hereby, is hereby ratified and confirmed in all respects andremains in full force and effect in accordance with its terms.
     (iii) All references in the RLSA to “this Agreement” and “herein” and all references to theRLSA in the documents executed in connection with the RLSA shall mean the RLSA as amended herebyand as it may in the future be amended, restated, supplemented or modified from time to time.
     (iv) This First Amendment may be executed by the parties hereto individually or incombination, in one or more counterparts, each of which shall be an original and all of which shallconstitute one and the same agreement. Delivery of an executed counterpart of a signature page tothis First Amendment by facsimile shall be effective as delivery of a manually executed counterpartof this First Amendment.
     (v) In connection with this First Amendment, the Borrower hereby agrees to pay all costsand expenses incurred by the Lender and the Agent in connection with this First Amendmentincluding, without limitation, the fees and expenses of Kaye Scholer LLP, counsel to the Lender andthe Agent.
     (vi) **GOVERNING LAW****. THIS FIRST AMENDMENT SHALL, IN ACCORDANCE WITH SECTION 5-1401OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THE STATE OFNEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FOR THEAPPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.**
[Signature pages to follow.]
 

 

          IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the date firstabove written.   THE BORROWER: MAXTOR RECEIVABLES LLC    By: /s/ Glen Haubl Title: Treasurer   THE SERVICER: MAXTOR CORPORATION    By: /s/ Duston Williams Title: Chief Financial Officer   THE AGENT: MERRILL LYNCH COMMERCIAL FINANCE CORP.    By: /s/ Joseph Magnus Title: Director   THE LENDER: MERRILL LYNCH COMMERCIAL FINANCE CORP.    By: /s/ Joseph Magnus Title: Director   THE TRUSTEE: U.S. BANK NATIONAL ASSOCIATION    By: /s/ Eve D. Kaplan Title: Vice President
 

 

ANNEX I
(See attached)
 

 

Maxtor Corporation as Servicer for
**Maxtor Receivables LLC (MRLLC)**
Merrill Lynch/Radian                    **Fiscal Month AR**              **activity Used per**  **Cut-off Dates – per**  **Report Due Date on**  **Settlement Date with**  **Books**  **Books**  **Servicer Report**  **Conduit Purchasers**  Jan-05  29-Jan-05  07-Feb-05  11-Feb-05  Feb-05  26-Feb-05  07-Mar-05  11-Mar-05  Mar-05  02-Apr-05  11-Apr-05  15-Apr-05  Apr-05  07-May-05  16-May-05  20-May-05  May-05  04-Jun-05  13-Jun-05  17-Jun-05  Jun-05  02-Jul-05  12-Jul-05  18-Jul-05  Jul-05  02-Jul-05  15-Aug-05  19-Aug-05  Aug-05  03-Sep-05  13-Sep-05  19-Sep-05  Sep-05  01-Oct-05  10-Oct-05  14-Oct-05  Oct-05  05-Nov-05  14-Nov-05  18-Nov-05  Nov-05  03-Dec-05  12-Dec-05  16-Dec-05  Dec-05  31-Dec-05            
Reporting Date = 6th business day after Cut-off Date
Settlement Date = 10th business day after Cut-off Date