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                                                                    EXHIBIT 10.4

                      [The Bank of Novia Scotia Letterhead]



June 20, 2002


Maxtor Peripherals (S) Pte Ltd
No.2 Ang Mo Kio Street 63
Ang Mo Kio Street Park 3
Singapore 569111

Attention:    Mr. Tiong Chi Sieng, Vice-President-Finance /
              Ms. Tan Hui Yah, Director-Finance

Dear Sirs

REVOLVING BANK GUARANTEE FACILITY OF SGD666,000
AMENDMENTS TO COVENANTS ON TANGIBLE NET WORTH
AND CONSOLIDATED CASH BALANCE

1. We refer to the Revolving Bank Guarantee Facility of up to SGD666,000 (the
"Facility") granted under our Facility Letter of 24 December 2001 as amended by
our Amendment Letter dated 15 February 2002 (hereinafter collectively called the
"Facility Letter") and the Charge Over Cash Deposits (First Party) document
dated 2 January 2002.

2. We are pleased to advise that, at your request, The Bank of Nova Scotia,
Singapore Branch (the "Bank") is agreeable to amending the Covenant (e) of the
Facility Letter to read as follows:

                  "The Borrower shall procure that Maxtor Corporation maintain a
                  CONSOLIDATED TANGIBLE NET WORTH of not less than the TNW
                  HURDLE at all times.

                  CONSOLIDATED TANGIBLE NET WORTH is defined as the net worth of
                  Maxtor Corporation and its consolidated subsidiaries
                  calculated in accordance with GAAP (i.e., the generally
                  accepted accounting principles in effect in the United States
                  of America from time to time), after subtracting therefrom the
                  aggregate amount of Maxtor Corporation and its consolidated
                  subsidiaries' intangible assets (including, without
                  limitation, goodwill, franchises, licenses, patents,
                  trademarks, tradenames, copyrights and service marks), but
                  including deferred tax liabilities of up to US$338,000,000 and
                  US$90,000,000 of goodwill recorded on 29 December 2001 net of
                  any recoveries.


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                  TNW HURDLE is defined as the amount of (1) US$100,000,000,
                  plus (2) 50% of the quarterly consolidated positive Net Income
                  (not to be reduced by losses) from 31 December 2001 to the end
                  of the most recently ended fiscal quarter, plus (3) 75% of the
                  portion of the proceeds of any new issuance of equity
                  securities in any calendar year which in aggregate exceeds
                  US$50,000,000, minus (4) actual restructuring charges taken
                  after 31 December 2002 up to an amount equal to US$20,000,000.

                  Any non-compliance of the above by shall constitute an event
                  of default under the Facility."

3. We are also pleased to advise that, at your request, the Bank is agreeable to
amending Covenant (f) of the Facility Letter to read as follows:

                  "Maxtor Corporation shall at all times maintain a CONSOLIDATED
                  CASH BALANCE (defined below) of not less than the greater of
                  (1) USD250,000,000, and (2) 1.5 times of the outstanding
                  Capital as of any Cut-Off Date under the Receivable Purchase
                  Agreement ("RPA"). The RPA refers to the existing agreement
                  dated 15 November 2001, as amended from time to time, between
                  Maxtor Corporation, The Bank of Nova Scotia (New York), other
                  financial institutions and other entities related to Maxtor
                  Corporation. The terms "Capital" and "Cut-Off Date" above
                  shall have the same meaning as defined in the RPA. If The Bank
                  of Nova Scotia (New York) ceases to be part of the RPA or if
                  the RPA is terminated prior to the expiry of the Facility, the
                  Parent shall at all times maintain a Consolidated Cash Balance
                  of not less than USD250,000,000.

                  CONSOLIDATED CASH BALANCE is defined as the aggregate amount
                  of cash, cash equivalents & marketable securities of Maxtor
                  Corporation and its consolidated subsidiaries but excluding
                  cash deposits that are charged to the Bank under banking
                  facilities granted to the Borrower."

4. With the above amendments, the Bank Guarantee Issuance Commission shall be
increased from 0.225% per annum to 0.275% PER ANNUM with effect from the date of
this letter. In this connection, the `Pricing' clause (1) under the Facility
Letter shall be amended to read as follows:

                  "(1) BG Issuance Commission shall be 0.275% PER ANNUM on the
                  Bank's maximum liability under BG, payable up front at the
                  point of each issuance/renewal of a BG under the Facility."

5. Save for the above amendments, all other terms and conditions stipulated in
the Facility Letter and security document stated in Paragraph 1 above shall
remain unchanged.

6. If the above are acceptable, please sign and return to us the enclosed copy
of this Amendment Letter together with your Company's Board Resolution accepting
this Amendment


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letter by 30 June 2002, after which this offer shall lapse unless an extension
is granted by the Bank in writing.

Yours faithfully

/s/ Wah Sun Seong Koon

Wah Sun Seong Koon

Country Head, VP & Branch Manager
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We hereby accept and further undertake to observe all the terms and conditions
set out and incorporated in this letter.

We also hereby confirm that the existing changes over cash deposits under the
Charge Over Cash Deposits (First Party) document dated 2 January 2002 shall
continue to secure the aforesaid all monies payable in connection with the
Facility notwithstanding the amendments set out above, or in any subsequent
legal documentation.


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<S>                                                       <C>
MAXTOR PERIPHERALS (S) PTE LTD

/s/ Tiong Chi Sieng
TIONG CHI SIENG
Vice President, Finance

                                                          20 June 2002
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Company Stamp & Authorized Signatory(ies)                 Date
for an on behalf of Maxtor Peripherals (S) Pte Ltd
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