Execution VersionEXHIBIT 4.2**$300,000,000 AGGREGATE PRINCIPAL AMOUNT****MAXTOR CORPORATION****2.375% CONVERTIBLE SENIOR NOTES****DUE 2012****Resale Registration Rights Agreement****dated August 15, 2005**
 

 
     RESALE REGISTRATION RIGHTS AGREEMENT, dated as of August 15, 2005, between MaxtorCorporation, a Delaware corporation (together with any successor entity, herein referred to as the“**Company**”) and the Initial Purchasers referred to in Schedule A to the Purchase Agreement (asdefined below) (the “**Initial Purchasers**”).     Pursuant to the Purchase Agreement, dated as of August 9, 2005, among the Company and theInitial Purchasers (the “**Purchase Agreement**”), the Initial Purchasers have agreed to purchase fromthe Company $300,000,000 ($345,000,000 if the Initial Purchasers exercise their option in full) inaggregate principal amount of 2.375% Convertible Senior Notes due 2012 (the “**Notes**”). The Noteswill be convertible into fully paid, nonassessable shares of common stock, par value $0.01 pershare, of the Company (the “**Common Stock**”). The Notes will be convertible on the terms, andsubject to the conditions, set forth in the Indenture (as defined herein). To induce the InitialPurchasers to purchase the Notes, the Company has agreed to provide the registration rights setforth in this Agreement pursuant to Section 1 of the Purchase Agreement for their benefit and thebenefit of Holders (as herein defined) from time to time of the Notes and Common Stock.     The parties hereby agree as follows:     1.* Definitions.*Capitalized terms used in this Agreement without definition shall have theirrespective meanings set forth in the Purchase Agreement. As used in this Agreement, the followingcapitalized terms shall have the following meanings:     “**Affiliate**” of any specified person means any other person which, directly or indirectly, isin control of, is controlled by, or is under common control with, such specified person. Forpurposes of this definition, control of a person means the power, direct or indirect, to direct orcause the direction of the management and policies of such person whether by contract or otherwise;and the terms “controlling” and “controlled” have meanings correlative to the foregoing.     “**Agreement**”: This Resale Registration Rights Agreement.     “**Amendment Effectiveness Deadline Date**”: As defined in Section 2(e) hereof.     “**Blue Sky Application**”: As defined in Section 6(a)(i) hereof.     “**Business Day**”: The definition of “Business Day” in the Indenture.     “**Commission**”: Securities and Exchange Commission.     “**Common Stock**”: As defined in the preamble hereto.
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     “**Company**”: As defined in the preamble hereto.     “**Conversion Price**” means, with respect to each $1,000 principal amount of Notes, as of anydate of determination, the principal amount divided by the Conversion Rate in effect as of suchdate of determination or, if no Notes are then outstanding, the Conversion Rate that would be ineffect were Notes then outstanding.     “**Conversion Rate**” has the meaning assigned to such term in the Indenture.     “**Effectiveness Period**”: As defined in Section 2(a)(iii) hereof.     “**Effectiveness Target Date**”: As defined in Section 2(a)(ii) hereof.     “**Exchange Act**”: Securities Exchange Act of 1934, as amended.     “**Holder**”: A Person who owns, beneficially or otherwise, Transfer Restricted Securities.     “**Indemnified Holder**”: As defined in Section 6(a) hereof.     “**Indenture**”: The Indenture, dated as of August 15, 2005 between the Company and U.S. BankNational Association, as trustee (the “**Trustee**”), pursuant to which the Notes are to be issued, assuch Indenture is amended, modified or supplemented from time to time in accordance with the termsthereof.     “**Initial Purchasers**”: As defined in the preamble hereto.     “**Liquidated Damages**”: As defined in Section 3(b) hereof.     “**Liquidated Damages Payment Date**”: Each February 15 and August 15.     “**Majority of Holders**”: Holders holding over 50% of the aggregate principal amount of Notesoutstanding; provided that, for the purposes of this definition, a holder of shares of Common Stockwhich constitute Transfer Restricted Securities issued upon conversion of the Notes shall be deemedto hold an aggregate principal amount of Notes (in addition to the principal amount of Notes heldby such holder) equal to the quotient of (x) the number of such shares of Common Stock held by suchholder and (y) the Conversion Rate in effect at the time of such conversion.     “**Market Price**”: The closing price of the Common Stock on the NYSE or, if the Common Stock isnot listed for trading on the NYSE, on the principal other national or regional securities exchangeon which the Common Stock then is
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listed or, if the Common Stock is not listed for trading on a national or regional securitiesexchange, on the National Association of Securities Dealers Automated Quotation System or, if theCommon Stock is not quoted on the National Association of Securities Dealers Automated QuotationSystem, on the principal other market on which the Common Stock is then traded.     “**NASD**”: National Association of Securities Dealers, Inc.     “**NYSE**”: The New York Stock Exchange, Inc.     “**Notes**”: As defined in the preamble hereto.     “**Notice and Questionnaire**”: A written notice executed by the respective Holder and deliveredto the Company containing substantially the information called for by the Selling SecurityholderNotice and Questionnaire attached as Appendix A to the Offering Memorandum of the Company datedAugust 9, 2005 relating to the Notes.     “**Notice Holder**”: On any date, any Holder that has delivered a Notice and Questionnaire to theCompany on or prior to such date.     “**Person**”: An individual, partnership, corporation, company, unincorporated organization,trust, joint venture or a government or agency or political subdivision thereof.     “**Purchase Agreement**”: As defined in the preamble hereto.     “**Prospectus**”: The prospectus included in a Shelf Registration Statement, as amended orsupplemented by any prospectus supplement and by all other amendments thereto, includingpost-effective amendments, and all material incorporated by reference into such prospectus.     “**Record Holder**”: With respect to any Liquidated Damages Payment Date, each Person who is aHolder of Notes which are Transfer Restricted Securities on the 15th day preceding therelevant Liquidated Damages Payment Date.     “**Registration Default**”: As defined in Section 3(a) hereof.     “**Securities Act**”: Securities Act of 1933, as amended.     “**Shelf Filing Deadline**”: As defined in Section 2(a)(i) hereof.     “**Shelf Registration Statement**”: As defined in Section 2(a)(i) hereof.     “**Subsequent Shelf Registration Statement**”: As defined in Section 2(c) hereof.
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     “**Suspension Notice**”: As defined in Section 4(c) hereof.     “**Suspension Period**”: As defined in Section 4(b)(i) hereof.     “**TIA**”: Trust Indenture Act of 1939, as amended, and the rules and regulations of theCommission thereunder, in each case, as in effect on the date the Indenture is qualified under theTIA.     “**Transfer Restricted Securities**”: Each Note and each share of Common Stock issued uponconversion of Notes until the earlier of:     (i) the date on which such Note or such share of Common Stock issued upon conversionhas been effectively registered under the Securities Act and disposed of in accordancewith the Shelf Registration Statement;     (ii) the date on which such Note or such share of Common Stock issued upon conversionis transferred in compliance with Rule 144 under the Securities Act or may be sold ortransferred by a person who is not an affiliate of the Company pursuant to Rule 144(k)under the Securities Act (or any other similar provision then in force); or     (iii) the date on which such Note or such share of Common Stock issued uponconversion ceases to be outstanding (whether as a result of redemption, repurchase andcancellation, conversion or otherwise).     “**Underwritten Registration**”: A registration in which Notes of the Company are sold to anunderwriter for reoffering to the public.     Unless the context otherwise requires, the singular includes the plural, and words in theplural include the singular. 2. *Shelf Registration*. (a) The Company shall:          (i) not later than 90 days after the date hereof (the “**Shelf FilingDeadline**”), cause to be filed a registration statement pursuant to Rule 415under the Securities Act (the “**Shelf Registration Statement**”), which ShelfRegistration Statement shall provide for resales of all Transfer RestrictedSecurities held by Holders that have provided the information required pursuantto the terms of Section 2(e) hereof;          (ii) use its best efforts to cause the Shelf Registration Statement to bedeclared effective by the Commission not later
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than 180 days after the date hereof (the “**Effectiveness Target Date**”); and          (iii) use its best efforts to keep the Shelf Registration Statementcontinuously effective, supplemented and amended as required by the provisionsof Section 4(b) hereof to the extent necessary to ensure that (A) it isavailable for resales by the Holders of Transfer Restricted Securities entitled,to the benefit of this Agreement and (B) conforms with the requirements of thisAgreement and the Securities Act and the rules and regulations of the Commissionpromulgated thereunder as announced from time to time, for a period (the“**Effectiveness Period**”) until the earliest of:               (1) two years after the last date of original issuance ofany of the Notes; or               (2) the date when the Holders of Transfer RestrictedSecurities are able to sell all such Transfer RestrictedSecurities immediately pursuant to Rule 144(k) under theSecurities Act; or               (3) the date when all of the Transfer RestrictedSecurities are disposed of pursuant to the Shelf RegistrationStatement or Rule 144 under the Securities Act or any similarprovision then in effect.     (b) None of the Company’s security holders (other than the Holders of TransferRestricted Securities) shall have the right to include any of the Company’s securities inthe Shelf Registration Statement.     (c) If the Shelf Registration Statement or any Subsequent Shelf RegistrationStatement ceases to be effective for any reason at any time during the EffectivenessPeriod (other than because all Transfer Restricted Securities registered thereunder shallhave been resold pursuant thereto or shall have otherwise ceased to be Transfer RestrictedSecurities), the Company shall use its best efforts to obtain the prompt withdrawal of anyorder suspending the effectiveness thereof, and in any event shall within thirty (30) daysof such cessation of effectiveness amend the Shelf Registration Statement in a mannerreasonably expected to obtain the withdrawal of the order suspending the effectivenessthereof, or file an additional Shelf Registration Statement covering all of the securitiesthat as of the date of such filing are Transfer Restricted Securities (a “**Subsequent ShelfRegistration Statement**”). If a Subsequent Shelf Registration Statement is filed, theCompany shall use its best efforts to
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cause the Subsequent Shelf Registration Statement to become effective as promptly asis practicable after such filing and to keep such Registration Statement (or subsequentShelf Registration Statement) continuously effective until the end of the EffectivenessPeriod.     (d) The Company shall supplement or amend the Shelf Registration Statement ifrequired by the rules, regulations or instructions applicable to the registration formused by the Company for such Shelf Registration Statement, if required by the SecuritiesAct or as reasonably requested by the Initial Purchasers or by the Trustee on behalf ofthe Holders of the Transfer Restricted Securities covered by such Shelf RegistrationStatement.     (e) Each Holder agrees that if such Holder wishes to sell Transfer RestrictedSecurities pursuant to a Shelf Registration Statement and related Prospectus, it will doso only in accordance with this Section 2(e) and Section 4(b). Each Holder wishing tosell Transfer Restricted Securities pursuant to a Shelf Registration Statement and relatedProspectus must deliver a Notice and Questionnaire to the Company. In order to be namedas a selling securityholder in the Prospectus at the time of effectiveness of the ShelfRegistration Statement, the Notice and Questionnaire must be delivered at least ten (10)Business Days prior to the effectiveness of the Shelf Registration Statement. From andafter the date the Shelf Registration Statement is declared effective, the Company shall,as promptly as practicable after the date a Notice and Questionnaire is delivered:     (i) (a) if required by applicable law, upon the later of (x) ninety (90)days after such date or (y) ten (10) Business Days after the expiration of anySuspension Period in effect when the Notice and Questionnaire is delivered, filewith the SEC a post-effective amendment to the Shelf Registration Statement or(b) prepare and, if required by applicable law, upon the later of (x) fifteen(15) Business Days after such date or (y) ten (10) Business Days after theexpiration of any Suspension Period in effect when the Notice and Questionnaireis delivered (the “**Prospectus Supplement Deadline Date**”), file a supplement tothe related Prospectus or a supplement or amendment to any document incorporatedtherein by reference or file any other required document so that the Holderdelivering such Notice and Questionnaire is named as a selling securityholder inthe Shelf Registration Statement and the related Prospectus in such a manner asto permit such Holder to deliver such Prospectus to purchasers of the TransferRestricted Securities in accordance with applicable law and, if the Companyshall file a post-effective
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amendment to the Shelf Registration Statement, use its best efforts tocause such post-effective amendment to be declared effective under theSecurities Act as promptly as is practicable, but in any event by the date (the“**Amendment Effectiveness Deadline Date**”) that is forty-five (45) days after thedate such post-effective amendment is required by this clause to be filed;     (ii) provide such Holder upon its request copies of any documents filedpursuant to Section 2(e)(i); and     (iii) notify such Holder as promptly as practicable after the effectivenessunder the Securities Act of any post-effective amendment filed pursuant toSection 2(e)(i);*provided*that if such Notice and Questionnaire is delivered during a Suspension Period, the Companyshall so inform the Holder delivering such Notice and Questionnaire and shall take the actions setforth in clauses (i), (ii) and (iii) above upon expiration of the Suspension Period in accordancewith Section 4(b). Notwithstanding anything contained herein to the contrary, (i) the Companyshall be under no obligation to name any Holder that is not a Notice Holder as a sellingsecurityholder in any Registration Statement or related Prospectus and (ii) the AmendmentEffectiveness Deadline Date shall be extended by up to ten (10) Business Days after the expirationof a Suspension Period (and the Company shall incur no obligation to pay Liquidated Damages duringsuch extension) if such Suspension Period shall be in effect on the Amendment EffectivenessDeadline Date. 3. *Liquidated Damages.*     (a) Each event referred to in the following clauses (i) through (vi), is a“**Registration Default**”:          (i) the Shelf Registration Statement is not filed with the Commission priorto or on the Shelf Filing Deadline;          (ii) the Shelf Registration Statement has not been declared effective bythe Commission prior to or on the Effectiveness Target Date;          (iii) the Company has failed to perform its obligations set forth inSection 2(e) within the time period required therein;          (iv) (a) any post-effective amendment to a Shelf Registration filedpursuant to Section 2(e)(i)(a) has not become effective under the Securities Acton or prior to the Amendment Effectiveness Deadline Date or (b) any supplementpursuant to the
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related Prospectus or supplement or amendment to any document incorporatedtherein by reference or filing of any other required document pursuant toSection 2(e)(i)(b) is filed after the Prospectus Supplement Deadline Date;          (v) except as provided in Section 4(b)(i) hereof, the Shelf RegistrationStatement is filed and declared effective but, during the Effectiveness Period,shall thereafter cease to be effective or fail to be usable for its intendedpurpose without being succeeded within five Business Days by a post-effectiveamendment to the Shelf Registration Statement, a supplement to the Prospectus ora report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)of the Exchange Act that cures such failure and, in the case of a post-effectiveamendment, is itself immediately declared effective; or          (vi) (a) prior to or on the 45th or 60th day, as the case may be, of anySuspension Period, such suspension has not been terminated or (b) a SuspensionPeriod when aggregated with other Suspension Periods during the prior 360-dayperiod exceeds 90 days,     For purposes of this Agreement, each Registration Default set forth above shall begin and becured on the dates set forth in the table below:     Type of    Registration Default Beginning Cureby Clause Date Date (i) Shelf Filing Deadline the date the ShelfRegistrationStatement is filed     (ii) Effectiveness Target Date the date the ShelfRegistrationStatement isdeclared effectiveby the Commission     (iii) the date by which theCompany is required toperform its obligationsunder Section 2(e) the date the Company performs its obligations setforth in Section 2(e)
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     Type of    Registration Default Beginning Cureby Clause Date Date (iv) the AmendmentEffectiveness DeadlineDate or, with respect toany Liquidated Damages tobe incurred pursuant toSection 3(a)(iv)(b), theProspectus SupplementDeadline Date the date theapplicablepost-effectiveamendment to a ShelfRegistrationStatement becomeseffective under theSecurities Act or,with respect to anyLiquidated Damagesto be incurredpursuant to Section3(a)(iv)(b), thedate of filing ofsuch supplement tothe relatedProspectus or otherdocument providedfor in Section2(e)(i)(b)     (v) the date five BusinessDays following the datethat the ShelfRegistration Statementceases to be effective orfails to be usable the date anypost-effectiveamendment isdeclared effectiveby the Commission orany supplement tothe Prospectus orreport is filed thatmakes the ShelfRegistrationStatement usable     (vi) the date on which aSuspension Period, or theaggregate duration ofSuspension Periods in anyperiod, exceeds thepermitted number of days termination of theapplicableSuspension Period     (b) If a Registration Default occurs, other than a Registration Default relating to afailure to file or have an effective Shelf Registration Statement with respect to sharesof Common Stock already issued upon conversion of the Notes that are Transfer RestrictedSecurities, the Company hereby agrees to pay interest (“**Liquidated Damages**”) with respectto the Notes that are Transfer Restricted Securities from and including the day followingbeginning of the Registration Default to but excluding the earlier of (1) the day on whichthe Registration Default has been cured and (2) the date the Shelf Registration Statementis no longer
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required to be kept effective, accruing at a rate (x) with respect to the first90-day period during which a Registration Default shall have occurred and be continuing,equal to 0.25% per annum of the aggregate principal amount of the Notes that are TransferRestricted Securities, or, with respect to any Notes tendered for conversion prior to aLiquidated Damages Payment Date during which there is a Registration Default, anadjustment to the Conversion Rate in an amount equal to (i) 0.25% per annum of theaggregate principal of such Notes that are Transfer Restricted Securities calculated fromthe Liquidated Damages Payment Date immediately prior to such conversion to but excludingthe date of such conversion (ii) divided by the Market Price on the date of suchconversion and (y) with respect to the period commencing on the 91st day following the daythe Registration Default shall have occurred and be continuing, equal to 0.50% per annumof the aggregate principal amount of the Notes that are Transfer Restricted Securities,or, with respect to any Notes tendered for conversion prior to a Liquidated DamagesPayment Date during which there is a Registration Default, an adjustment to the ConversionRate in an amount equal to (i) 0.50% per annum of the aggregate principal of such Notesthat are Transfer Restricted Securities calculated from the Liquidated Damages PaymentDate immediately prior to such conversion to but excluding the date of such conversion(ii) divided by the Market Price on the date of such conversion; *provided*that in no eventshall Liquidated Damages accrue at a rate per year exceeding 0.50% of the aggregateprincipal amount of the Notes that are Transfer Restricted Securities.     (c) All accrued Liquidated Damages shall be paid in arrears to Record Holders by theCompany on each Liquidated Damages Payment Date. Upon the cure of all RegistrationDefaults relating to any particular Note, the accrual of Liquidated Damages with respectto such Note will cease.     (d) All obligations of the Company set forth in this Section 3 that are outstandingwith respect to any Note that is a Transfer Restricted Security at the time such Noteceases to be a Transfer Restricted Security shall survive until such time as all suchobligations with respect to such Note that is a Transfer Restricted Security shall havebeen satisfied in full.     (e) The Liquidated Damages set forth above shall be the exclusive monetary remedyavailable to the Holders of Notes that are Transfer Restricted Securities for eachRegistration Default.
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 4. *Registration Procedures*.     (a) In connection with the Shelf Registration Statement, the Company shall complywith all the provisions of Section 4(b) hereof and shall use its best efforts to effectsuch registration to permit the sale of the Transfer Restricted Securities, and pursuantthereto, shall as expeditiously as possible prepare and file with the Commission a ShelfRegistration Statement relating to the registration on any appropriate form under theSecurities Act.     (b) In connection with the Shelf Registration Statement and any Prospectus requiredby this Agreement to permit the sale or resale of Transfer Restricted Securities, theCompany shall:          (i) Subject to any notice by the Company in accordance with this Section4(b) of the existence of any fact or event of the kind described in Section4(b)(iii)(D), use its best efforts to keep the Shelf Registration Statementcontinuously effective during the Effectiveness Period; upon the occurrence ofany event that would cause the Shelf Registration Statement or the Prospectuscontained therein (A) to contain a material misstatement or omission or (B) notto be effective and usable for resale of Transfer Restricted Securities duringthe Effectiveness Period, the Company shall file promptly an appropriateamendment to the Shelf Registration Statement, a supplement to the Prospectus ora report filed with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d)of the Exchange Act, in the case of clause (A), correcting any such misstatementor omission, and, in the case of either clause (A) or (B), use its best effortsto cause such amendment to be declared effective and the Shelf RegistrationStatement and the related Prospectus to become usable for their intendedpurposes as soon as practicable thereafter. Notwithstanding the foregoing, theCompany may suspend the effectiveness of the Shelf Registration Statement bywritten notice to the Holders for a period not to exceed an aggregate of 45 daysin any 90-day period (each such period, a “**Suspension Period**”) if:          (x) an event occurs and is continuing as a result of which the ShelfRegistration Statement, the Prospectus, any amendment or supplement thereto, orany document incorporated by reference therein would, in the Company’s judgment,contain an untrue statement of a material fact or omit to state a material factrequired to be stated therein or necessary to make the statements therein notmisleading; and
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          (y) the Company determines in good faith that the disclosure of such eventat such time could be seriously detrimental to the Company and its subsidiaries;*provided*that, in the event the disclosure relates to a previously undisclosed proposed orpending material business transaction, the disclosure of which the Company determines ingood faith would be reasonably likely to impede the Company’s ability to consummate suchtransaction, the Company may extend a Suspension Period from 45 days to 60 days; *provided,however*, that Suspension Periods shall not exceed an aggregate of 90 days in any 360-dayperiod. The Company shall not be required to specify in the written notice to the Holdersthe nature of the event giving rise to the Suspension Period.          (ii) Prepare and file with the Commission such amendments andpost-effective amendments to the Shelf Registration Statement as may benecessary to keep the Shelf Registration Statement effective during theEffectiveness Period; cause the Prospectus to be supplemented by any requiredProspectus supplement, and as so supplemented to be filed pursuant to Rule 424under the Securities Act, and to comply fully with the applicable provisions ofRules 424 and 430A under the Securities Act in a timely manner; and comply withthe provisions of the Securities Act with respect to the disposition of allTransfer Restricted Securities covered by the Shelf Registration Statementduring the applicable period in accordance with the intended method or methodsof distribution by the sellers thereof set forth in the Shelf RegistrationStatement or supplement to the Prospectus.          (iii) Advise the selling Holders promptly and, if requested by such sellingHolders, to confirm such advice in writing, except as provided in clause (D)below:               (A) when the Prospectus or any Prospectus supplement orpost-effective amendment has been filed, and, with respect to theShelf Registration Statement or any post-effective amendment thereto,when the same has become effective,               (B) of any request by the Commission for amendments to the ShelfRegistration Statement or amendments or supplements to the Prospectusor for additional information relating thereto,
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               (C) of the issuance by the Commission of any stop ordersuspending the effectiveness of the Shelf Registration Statementunder the Securities Act or of the suspension by any state securitiescommission of the qualification of the Transfer Restricted Securitiesfor offering or sale in any jurisdiction, or the initiation of anyproceeding for any of the preceding purposes, or               (D) of the existence of any fact or the happening of any event,during the Effectiveness Period, that makes any statement of amaterial fact made in the Shelf Registration Statement, theProspectus, any amendment or supplement thereto, or any documentincorporated by reference therein untrue, or that requires the makingof any additions to or changes in the Shelf Registration Statement orthe Prospectus in order to make the statements therein notmisleading.If at any time the Commission shall issue any stop order suspending the effectiveness ofthe Shelf Registration Statement, or any state securities commission or other regulatoryauthority shall issue an order suspending the qualification or exemption fromqualification of the Transfer Restricted Securities under state securities or Blue Skylaws, the Company shall use its best efforts to obtain the withdrawal or lifting of suchorder at the earliest possible time and will provide to each Holder who is named in theShelf Registration Statement prompt notice of the withdrawal of any such order.          (iv) Make available at reasonable times for inspection by one or morerepresentatives of the selling Holders, designated in writing by a Majority ofHolders whose Transfer Restricted Securities are included in the ShelfRegistration Statement, and any attorney or accountant retained by such sellingHolders, all financial and other records, pertinent corporate documents andproperties of the Company as shall be reasonably necessary to enable them toconduct a reasonable investigation within the meaning of Section 11 of theSecurities Act, and cause the Company’s officers, directors, managers andemployees to supply all information reasonably requested by any suchrepresentative or representatives of the selling Holders, attorney or accountantin connection therewith; *provided, however*, that the Company shall have noobligation to deliver information to any selling Holder or representativepursuant to this Section 4(b)(iv) unless such selling Holder or representativeshall have executed and delivered a
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confidentiality agreement in a form acceptable to the Company relating tosuch information.          (v) If requested by any selling Holders, promptly incorporate in the ShelfRegistration Statement or Prospectus, pursuant to a supplement or post-effectiveamendment if necessary, such information as such selling Holders may reasonablyrequest to have included therein, including, without limitation, informationrelating to the plan of distribution of the Transfer Restricted Securities.          (vi) Furnish to each selling Holder upon their request, without charge, atleast one copy of the Shelf Registration Statement, as first filed with theCommission, and of each amendment thereto (and any documents incorporated byreference therein or exhibits thereto (or exhibits incorporated in such exhibitsby reference) as such Person may request).          (vii) Deliver to each selling Holder, without charge, as many copies of theProspectus (including each preliminary Prospectus) and any amendment orsupplement thereto as such Persons reasonably may request; subject to any noticeby the Company in accordance with this Section 4(b) of the existence of any factor event of the kind described in Section 4(b)(iii)(D), the Company herebyconsents to the use of the Prospectus and any amendment or supplement thereto byeach of the selling Holders in connection with the offering and the sale of theTransfer Restricted Securities covered by the Prospectus or any amendment orsupplement thereto.          (viii) Before any public offering of Transfer Restricted Securities,cooperate with the selling Holders and their counsel in connection with theregistration and qualification of the Transfer Restricted Securities under thesecurities or Blue Sky laws of such jurisdictions in the United States as theselling Holders may reasonably request and do any and all other acts or thingsnecessary or advisable to enable the disposition in such jurisdictions of theTransfer Restricted Securities covered by the Shelf Registration Statement;*provided,*however, that the Company shall not be required (A) to register orqualify as a foreign corporation or a dealer of securities where it is not nowso qualified or (B) to subject itself to general or unlimited service of processor to taxation in any such jurisdiction if it is not now so subject.
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          (ix) Cooperate with the selling Holders to facilitate the timelypreparation and delivery of certificates representing Transfer RestrictedSecurities to be sold and not bearing any restrictive legends (unless requiredby applicable securities laws); and enable such Transfer Restricted Securitiesto be in such denominations and registered in such names as the Holders mayrequest at least two Business Days before any sale of Transfer RestrictedSecurities.          (x) Use its best efforts to cause the Transfer Restricted Securitiescovered by the Shelf Registration Statement to be registered with or approved bysuch other U.S. governmental agencies or authorities as may be necessary toenable the seller or sellers thereof to consummate the disposition of suchTransfer Restricted Securities.          (xi) Subject to Section 4(b)(i) hereof, if any fact or event contemplatedby Section 4(b)(iii)(D) hereof shall exist or have occurred, use its bestefforts to prepare a supplement or post-effective amendment to the ShelfRegistration Statement or related Prospectus or any document incorporatedtherein by reference or file any other required document so that, as thereafterdelivered to the purchasers of Transfer Restricted Securities, the Prospectuswill not contain an untrue statement of a material fact or omit to state anymaterial fact required to be stated therein or necessary to make the statementstherein, in light of the circumstances in which they are made, not misleading.          (xii) Provide a CUSIP number for the Notes that are not Transfer RestrictedSecurities not later than the effective date of the Shelf Registration Statementand provide the Trustee under the Indenture with certificates for the Notes andshares of Common Stock that are not Transfer Restricted Securities that are in aform eligible for deposit with The Depository Trust Company.          (xiii) Cooperate and assist in any filings required to be made with theNASD and in the performance of any due diligence investigation by anyunderwriter that is required to be retained in accordance with the rules andregulations of the NASD.          (xiv) Otherwise use its best efforts to comply with all applicable rulesand regulations of the Commission and all reporting requirements under the rulesand regulations of the Exchange Act.
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          (xv) Cause the Indenture to be qualified under the TIA not later than theeffective date of the Shelf Registration Statement required by this Agreement,and, in connection therewith, cooperate with the Trustee and the holders ofNotes to effect such changes to the Indenture as may be required for suchIndenture to be so qualified in accordance with the terms of the TIA; andexecute and use its best efforts to cause the Trustee thereunder to execute alldocuments that may be required to effect such changes and all other forms anddocuments required to be filed with the Commission to enable such Indenture tobe so qualified in a timely manner.          (xvi) Cause all Common Stock covered by the Shelf Registration Statement tobe listed or quoted, as the case may be, on each securities exchange orautomated quotation system on which Common Stock is then listed or quoted.          (xvii) Provide to each Holder upon written request each document filed withthe Commission pursuant to the requirements of Section 13 and Section 15 of theExchange Act after the effective date of the Shelf Registration Statement,unless such document is available through the Commission’s EDGAR system.     (c) Each Holder agrees by acquisition of a Transfer Restricted Security that, uponreceipt of any notice (a “**Suspension Notice**”) from the Company of the existence of anyfact of the kind described in Section 4(b)(iii)(D) hereof, such Holder will forthwithdiscontinue disposition of Transfer Restricted Securities pursuant to the ShelfRegistration Statement until:               (i) such Holder has received copies of the supplemented or amendedProspectus contemplated by Section 4(b)(xi) hereof; or               (ii) such Holder is advised in writing by the Company that the use of theProspectus may be resumed, and has received copies of any additional orsupplemental filings that are incorporated by reference in the Prospectus.If so directed by the Company, each Holder will deliver to the Company (at the Company’s expense)all copies, other than permanent file copies then in such Holder’s possession, of the Prospectuscovering such Transfer Restricted Securities that was current at the time of receipt of suchSuspension Notice.
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     (d) Each Holder agrees, by acquisition of the Transfer Restricted Securities, that noHolder shall be entitled to sell any of suchTransfer Restricted Securities pursuant to a Registration Statement or to receive aProspectus relating thereto, unless such Holder has furnished the Company with a Noticeand Questionnaire as required pursuant to Section 2(e) hereof (including the informationrequired to be included in such Notice and Questionnaire) and the information set forth inthe next sentence. Each Notice Holder agrees promptly to furnish to the Company allinformation required to be disclosed in order to make the information previously furnishedto the Company by such Notice Holder not misleading and any other information regardingsuch Notice Holder and the distribution of such Transfer Restricted Securities as theCompany may from time to time reasonably request in writing. Any sale of any TransferRestricted Securities by any Holder shall constitute a representation and warranty by suchHolder that the information relating to such Holder and its plan of distribution is as setforth in the Prospectus delivered by such Holder in connection with such disposition, thatsuch Prospectus does not as of the time of such sale contain any untrue statement of amaterial fact relating to or provided by such Holder or its plan of distribution and thatsuch Prospectus does not as of the time of such sale omit to state any material factrelating to or provided by such Holder or its plan of distribution necessary to make thestatements in such Prospectus, in the light of the circumstances under which they weremade, not misleading. 5. *Registration Expenses*.     All expenses incident to the Company’s performance of or compliance with this Agreement shallbe borne by the Company regardless of whether a Shelf Registration Statement becomes effective,including, without limitation:               (i) all registration and filing fees and expenses (including filings madewith the NASD);               (ii) all fees and expenses of compliance with federal securities and stateBlue Sky or securities laws;               (iii) all expenses of printing (including printing of Prospectuses andcertificates for the Common Stock to be issued upon conversion of the Notes) andthe Company’s expenses for messenger and delivery services and telephone;               (iv) all fees and disbursements of counsel to the Company;               (v) all application and filing fees in connection with listing (orauthorizing for quotation) the Common Stock on anational securities exchange or automated quotation system pursuant to therequirements hereof; and
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               (vi) all fees and disbursements of independent certified public accountantsof the Company.     The Company shall bear its internal expenses (including, without limitation, all salaries andexpenses of their officers and employees performing legal, accounting or other duties), theexpenses of any annual audit and the fees and expenses of any Person, including special experts,retained by the Company. 6. *Indemnification And Contribution*.     (a) The Company agrees to indemnify and hold harmless each Holder (including eachInitial Purchaser), its directors, officers, and employees and each person, if any, whocontrols any such Holder within the meaning of the Securities Act or the Exchange Act(each, an “**Indemnified Holder**”), against any loss, claim, damage, liability or expense,joint or several, or any action in respect thereof (including, but not limited to, anyloss, claim, damage, liability or action relating to resales of the Transfer RestrictedSecurities), to which such Indemnified Holder may become subject, insofar as any suchloss, claim, damage, liability or action arises out of, or is based upon:     (i) any untrue statement or alleged untrue statement of a material factcontained in (A) the Shelf Registration Statement as originally filed or in anyamendment thereof, in any Prospectus, or in any amendment or supplement theretoor (B) any blue sky application or other document or any amendment or supplementthereto prepared or executed by the Company (or based upon written informationfurnished by or on behalf of the Company expressly for use in such blue skyapplication or other document or amendment on supplement) filed in anyjurisdiction specifically for the purpose of qualifying any or all of theTransfer Restricted Securities under the securities law of any state or otherjurisdiction (such application or document being hereinafter called a “**Blue SkyApplication**”); or     (ii) the omission or alleged omission to state therein any material factrequired to be stated therein or necessary to make the statements therein, inthe light of the circumstances under which they were made, not misleading,and agrees to reimburse each Indemnified Holder promptly upon demand for any legal or otherexpenses reasonably incurred by such Indemnified Holder in connection with investigating,defending, settling, compromising or paying any
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such loss, claim, damage, liability, expense or action; *provided, however,*that the Company shallnot be liable in any such case to the extent that any such loss, claim, damage, liability orexpense arises out of, or is based upon, any untrue statement or alleged untrue statement oromission or alleged omission made in reliance upon and in conformity with written informationfurnished to the Company by or on behalf of such Holder (or its related Indemnified Holder)specifically for use therein. The foregoing indemnity agreement is in addition to any liabilitywhich the Company may otherwise have.     (b) Each Holder, severally and not jointly, agrees to indemnify and hold harmless theCompany, its directors, officers and employees and each person, if any, who controls theCompany within the meaning of the Securities Act or the Exchange Act to the same extent asthe foregoing indemnity from the Company to each such Holder, but only with reference towritten information relating to such Holder furnished to the Company by or on behalf ofsuch Holder specifically for inclusion in the documents referred to in the foregoingindemnity. This indemnity agreement set forth in this Section shall be in addition to anyliabilities which any such Holder may otherwise have. In no event shall any Holder, itsdirectors, officers or employees or any person who controls such Holder be liable orresponsible for any amount in excess of the amount by which the total amount received bysuch Holder with respect to its sale of Transfer Restricted Securities pursuant to a ShelfRegistration Statement exceeds the amount of any damages that such Holder, its directors,officers or employees or any person who controls such Holder has otherwise been requiredto pay by reason of such untrue or alleged untrue statement or omission or allegedomission.     (c) Promptly after receipt by an indemnified party under this Section 6 of notice ofany claim or the commencement of any action, the indemnified party shall, if a claim inrespect thereof is to be made against the indemnifying party under this Section 6, notifythe indemnifying party in writing of the claim or the commencement of that action;*provided, however,*that the failure to notify the indemnifying party shall not relieve itfrom any liability which it may have under this Section 6 except to the extent it has beenmaterially prejudiced by such failure and, *provided, further,*that the failure to notifythe indemnifying party shall not relieve it from any liability which it may have to anindemnified party otherwise than under this Section 6. If any such claim or action shallbe brought against an indemnified party, and it shall notify the indemnifying partythereof, the indemnifying party shall be entitled to participate therein and, to theextent that it wishes, jointly with any other similarly notified indemnifying party, toassume the defense thereof with counsel reasonably satisfactory to the indemnified party.After notice from the indemnifying party to the indemnified party of its election toassume the defense of such
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claim or action, the indemnifying party shall not be liable to the indemnified partyunder this Section 6 for any legal or other expenses subsequently incurred by theindemnified party in connection with the defense thereof other than reasonable costs ofinvestigation; *provided, however,*that the Holders shall have the right to employ a singlecounsel to represent jointly the Holders and their directors, officers, employees andcontrolling persons who may be subject to liability arising out of any claim in respect ofwhich indemnity may be sought by the Holders against the Company under this Section 6 ifthe Holders seeking indemnification shall have been advised by legal counsel that theremay be one or more legal defenses available to such Holders and their respectivedirectors, officers, employees and controlling persons that are different from oradditional to those available to the Company, and in that event, the fees and expenses ofsuch separate counsel shall be paid by the Company.     (d) The indemnifying party under this Section shall not be liable for any settlementof any proceeding effected without its written consent, which shall not be withheldunreasonably, but if settled with such consent or if there is a final judgment for theplaintiff, the indemnifying party agrees to indemnify the indemnified party against anyloss, claim, damage, liability or expense by reason of such settlement or judgment.Notwithstanding the foregoing sentence, if at any time an indemnified party shall haverequested an indemnifying party to reimburse the indemnified party for fees and expensesof counsel as contemplated by Section 6(c) hereof, the indemnifying party agrees that itshall be liable for any settlement of any proceeding effected without its written consentif (i) such settlement is entered into more than 30 days after receipt by suchindemnifying party of the aforesaid request and (ii) such indemnifying party shall nothave reimbursed the indemnified party in accordance with such request prior to the date ofsuch settlement. No indemnifying party shall, without the prior written consent of theindemnified party, effect any settlement, compromise or consent to the entry of judgmentin any pending or threatened action, suit or proceeding in respect of which anyindemnified party is or could have been a party and indemnity was or could have beensought hereunder by such indemnified party, unless such settlement, compromise or consent(x) includes an unconditional release of such indemnified party from all liability onclaims that are the subject matter of such action, suit or proceeding and (y) does notinclude a statement as to or an admission of fault, culpability or a failure to act by oron behalf of any indemnified party.     (e) If the indemnification provided for in this Section 6 shall for any reason beunavailable or insufficient to hold harmless an indemnified party under Section 6(a) or6(b) in respect of any loss, claim, damage or liability (or action in respect thereof)referred to therein, each
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indemnifying party shall, in lieu of indemnifying such indemnified party, contributeto the amount paid or payable by such indemnified party as a result of such loss, claim,damage or liability (or action in respect thereof):          (i) in such proportion as is appropriate to reflect the relative benefitsreceived by the Company from the offering and sale of the Transfer RestrictedSecurities on the one hand and a Holder with respect to the sale by such Holderof the Transfer Restricted Securities on the other, or          (ii) if the allocation provided by Section (6)(d)(i) is not permitted byapplicable law, in such proportion as is appropriate to reflect not only therelative benefits referred to in Section 6(d)(i) but also the relative fault ofthe Company on the one hand and the Holders on the other in connection with thestatements or omissions or alleged statements or alleged omissions that resultedin such loss, claim, damage or liability (or action in respect thereof), as wellas any other relevant equitable considerations.The relative benefits received by the Company on the one hand and a Holder on the other withrespect to such offering and such sale shall be deemed to be in the same proportion as the totalnet proceeds from the offering of the Notes purchased under the Purchase Agreement (beforededucting expenses) received by the Company, on the one hand, bear to the total proceeds receivedby such Holder with respect to its sale of Transfer Restricted Securities on the other. Therelative fault of the parties shall be determined by reference to whether the untrue or allegeduntrue statement of a material fact or the omission or alleged omission to state a material factrelates to information supplied by the Company on the one hand or the Holders on the other, theintent of the parties and their relative knowledge, access to information and opportunity tocorrect or prevent such statement or omission. The Company and each Holder agree that it would notbe just and equitable if the amount of contribution pursuant to this Section 6(e) were determinedby *pro rata*allocation or by any other method of allocation that does not take into account theequitable considerations referred to in the first sentence of this paragraph (e).     The amount paid or payable by an indemnified party as a result of the loss, claim, damage orliability, or action in respect thereof, referred to above in this Section 6 shall be deemed toinclude, for purposes of this Section 6, any legal or other expenses reasonably incurred by suchindemnified party in connection with investigating or defending or preparing to defend any suchaction or claim.
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     Notwithstanding the provisions of this Section 6, no Holder shall be required to contributeany amount in excess of the amount by which the total priceat which the Transfer Restricted Securities purchased by it were resold exceeds the amount ofany damages which such Holder has otherwise been required to pay by reason of any untrue or allegeduntrue statement or omission or alleged omission. No Person guilty of fraudulent misrepresentation(within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution fromany Person who was not guilty of such fraudulent misrepresentation. The Holders’ obligations tocontribute as provided in this Section 6(d) are several and not joint.     (f) The provisions of this Section 6 shall remain in full force and effect,regardless of any investigation made by or on behalf of any Holder or the Company or anyof the officers, directors or controlling persons referred to in Section 6 hereof, andwill survive the sale by a Holder of Transfer Restricted Securities.     7.* Rule 144A and Rule 144.*The Company agrees with each Holder, for so long as any TransferRestricted Securities remain outstanding and during any period in which the Company (i) is notsubject to Section 13 or 15(d) of the Exchange Act, to make available, upon request of any Holder,to such Holder or beneficial owner of Transfer Restricted Securities in connection with any salethereof and any prospective purchaser of such Transfer Restricted Securities designated by suchHolder or beneficial owner, the information required by Rule 144A(d)(4) under the Securities Act inorder to permit resales of such Transfer Restricted Securities pursuant to Rule 144A, and (ii) issubject to Section 13 or 15 (d) of the Exchange Act, to make all filings required thereby in atimely manner in order to permit resales of such Transfer Restricted Securities pursuant to Rule144.     8.* No Participation in Underwritten Registrations.*No Holder may participate in anyUnderwritten Registration hereunder.     9. Miscellaneous.     (a)* Remedies.*The Company acknowledges and agrees that any failure by the Company tocomply with its obligations under Section 2 hereof may result in material irreparableinjury to the Initial Purchasers or the Holders for which there is no adequate remedy atlaw, that it will not be possible to measure damages for such injuries precisely, andthat, in the event of any such failure, the Initial Purchasers or any Holder may obtainsuch relief as may be required to specifically enforce the Company’s obligations underSection 2 hereof. The Company further agrees to waive the defense in any action forspecific performance that a remedy at law would be adequate.     (b)* Actions Affecting Transfer Restricted Securities.*The Company shall not,directly or indirectly, take any action with respect to the Transfer Restricted Securitiesas a class that would adversely affect theability of the Holders to include such Transfer Restricted Securities in aregistration undertaken pursuant to this Agreement.
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     (c)* No Inconsistent Agreements.*The Company has not, as of the date hereof, enteredinto, nor shall it, on or after the date hereof, enter into, any agreement with respect toits securities that is inconsistent with the rights granted to the Holders in thisAgreement or otherwise conflicts with the provisions hereof. In addition, the Companyshall not grant to any of its securityholders (other than the Holders in such capacity)the right to include any of its securities in the Shelf Registration Statement providedfor in this Agreement other than the Transfer Restricted Securities.     (d)* Amendments and Waivers.*This Agreement may not be amended, modified orsupplemented, and waivers or consents to or departures from the provisions hereof may notbe given, unless the Company has obtained the written consent of a Majority of Holders;*provided*, *however*, that with respect to any matter that directly or indirectly adverselyaffects the rights of any Initial Purchaser hereunder, the Company shall obtain thewritten consent of each such Initial Purchaser against which such amendment,qualification, supplement, waiver or consent is to be effective. Notwithstanding theforegoing (except the foregoing proviso), a waiver or consent to depart from theprovisions hereof, with respect to a matter, which relates exclusively to the rights ofHolders whose securities are being sold pursuant to a Shelf Registration Statement anddoes not directly or indirectly adversely affect the rights of other Holders, may be givenby the Majority Holders, determined on the basis of Notes or Common Stock being soldrather than registered under such Shelf Registration Statement.     (e)* Notices.*All notices and other communications provided for or permittedhereunder shall be made in writing by hand delivery, first class mail (registered orcertified, return receipt requested), telex, facsimile transmission, or air courierguaranteeing overnight delivery:     (i) if to a Holder, at the address set forth on the records of theregistrar under the Indenture or the transfer agent of the Common Stock, as thecase may be; and     (ii) if to the Company, initially at its address set forth in the PurchaseAgreement,     All such notices and communications shall be deemed to have been duly given: at the timedelivered by hand, if personally delivered; five Business Days after being deposited in the mail,postage prepaid, if mailed; when answered back, if telexed; when receipt acknowledged, iftransmitted by facsimile; and on thenext Business Day, if timely delivered to an air courier guaranteeing overnight delivery.
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     Any party hereto may change the address for receipt of communications by giving written noticeto the others.     (f)* Successors and Assigns.*This Agreement shall inure to the benefit of and bebinding upon the successors and assigns of each of the parties, including withoutlimitation and without the need for an express assignment, subsequent Holders. TheCompany hereby agrees to extend the benefit of this Agreement to any Holder and any suchHolder may specifically enforce the provisions of this Agreement as if an original partyhereto.     (g)* Counterparts.*This Agreement may be executed in any number of counterparts andby the parties hereto in separate counterparts, each of which when so executed shall bedeemed to be an original and all of which taken together shall constitute one and the sameagreement.     (h)* Transfer Restricted Securities Held by the Company or Their Affiliates.*Wheneverthe consent or approval of Holders of a specified percentage of Transfer RestrictedSecurities is required hereunder, Transfer Restricted Securities held by the Company orits Affiliates (other than subsequent Holders if such subsequent Holders are deemed to beAffiliates solely by reason of their holding of such Transfer Restricted Securities) shallnot be counted in determining whether such consent or approval was given by the Holders ofsuch required percentage.     (i)* Headings.*The headings in this Agreement are for convenience of reference onlyand shall not limit or otherwise affect the meaning hereof.     (j)* Governing Law.*This Agreement shall be governed by and construed in accordancewith the laws of the State of New York.     (k)* Severability.*If any one or more of the provisions contained herein, or theapplication thereof in any circumstance, is held invalid, illegal or unenforceable, thevalidity, legality and enforceability of any such provision in every other respect and ofthe remaining provisions contained herein shall not be affected or impaired thereby, itbeing intended that all of the rights and privileges of the parties shall be enforceableto the fullest extent permitted by law.     (l)* Entire Agreement*. This Agreement is intended by the parties as a finalexpression of their agreement and intended to be a complete and exclusive statement of theagreement and understanding ofthe parties hereto in respect of the subject matter contained herein. There are norestrictions, promises, warranties or undertakings, other than those set forth or referredto herein with respect to the registration rights granted by the Company with respect tothe Transfer Restricted Securities. This Agreement supersedes all prior agreements andunderstandings between the parties with respect to such subject matter.
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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first writtenabove.                 **MAXTOR CORPORATION**                   By: /s/ C.S. Park                 Name: Dr. C.S. Park        Title: Chairman and Chief Executive Officer           **CITIGROUP GLOBAL MARKETS INC.**                 Acting as Representative of theseveral Initial Purchasers named inSchedule A to the Purchase Agreement.                 By: /s/ James A. Perry                 Name: James Perry        Title: Vice President