**Exhibit 10.42**
**SECOND AMENDMENT AGREEMENT**
     **SECOND AMENDMENT AGREEMENT**, dated as of March 4, 2005 (the “Second Amendment”), to theReceivables Loan and Security Agreement, dated as of June 24, 2004, among Maxtor Receivables LLC, aDelaware 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:
     **SECTION 1. AMENDMENTS TO THE RLSA**
     (a) The RLSA is hereby amended by deleting the percentage “17.5%” at the end of clause (m) ofSection 7.01 of the RLSA and substituting in lieu thereof “20.0%”.
     (b) The RLSA is hereby amended by inserting the words “and/or restated” immediately afterthe phrase “may be amended” at the end of clause (a) of Section 2.07 of the RLSA.
     **SECTION 2. CONDITIONS TO EFFECTIVENESS**
     This Second Amendment shall be effective upon the delivery to the Agent of (i) counterpartshereof executed by each of the parties hereto and (ii) counterparts of an amendment and restatementof the Fee Letter (in form and substance satisfactory to the Agent) executed by each of the partiesthereto.
1

 

     **SECTION 3. FORBEARANCE**
     The Agent hereby agrees to forbear permanently from exercising its rights and remedies onaccount of that certain Early Amortization Event which occurred under Section 7.01(m) of the RLSAdue to the rolling average of the Dilution-to-Liquidation Ratios for the preceding three Cut-OffDates, as reported in the Monthly Remittance Report delivered on February 7, 2005, exceeding 17.50%(the “Dilution Trigger Event”). The specific agreement to forbear described in thesentence above applies only to the Dilution Trigger Event and not to any other facts orcircumstances giving rise to any Early Amortization Event or Servicer Default which may haveoccurred or may hereafter occur, and nothing in this Section 3 shall be deemed to restrict anyright or remedy the Agent may have on account of any such other Early Amortization Event orServicer Default.
     **SECTION 4. 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 Second 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 Second 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 thisSecond Amendment becoming effective, (b) the Borrower and the Servicer each has the corporate powerand authority to execute and deliver this Second Amendment and has taken or caused to be taken allnecessary corporate actions to authorize the execution and delivery of this Second Amendment, (c)no consent 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 Second Amendment other than such that have been obtained and (d) this SecondAmendment 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.
2

 

     (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 Second 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 Second Amendment by facsimile shall be effective as delivery of a manually executedcounterpart of this Second Amendment.
     (v) In connection with this Second Amendment, the Borrower hereby agrees to pay all costsand expenses incurred by the Lender and the Agent in connection with this Second Amendmentincluding, without limitation, the fees and expenses of Kaye Scholer LLP, counsel to the Lender andthe Agent.
     (vi) **GOVERNING LAW****. THIS SECOND AMENDMENT SHALL, IN ACCORDANCE WITH SECTION5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK, BE GOVERNED BY THE LAWS OF THESTATE OF NEW YORK, WITHOUT REGARD TO ANY CONFLICTS OF LAW PRINCIPLES THEREOF THAT WOULD CALL FORTHE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.**
[Signature pages to follow.]
3

 

     IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment as of the datefirst above written.   THE BORROWER: MAXTOR RECEIVABLES LLC    By: /s/ Glen T. Haubl Title: Treasurer   THE SERVICER: MAXTOR CORPORATION    By: /s/ Glen T. Haubl Title: Treasurer   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
4