Intercompany Loan Agreement

INTERCOMPANY LOAN AGREEMENT



THIS INTERCOMPANY LOAN AGREEMENT (the "Agreement") is amended as of this 10th day of April, 1998, by and between Hyundai Electronics America, a California corporation ("HEA"), and Maxtor Corporation, a Delaware corporation ("Maxtor").





1. Maxtor desires to borrow from HEA from time to time such amount or amounts, not to exceed an aggregate outstanding principal amount of $100,000,000 at any one time, as it may require to meets its day-to-day operational expenses and working capital needs.



2. HEA is willing to lend to Maxtor from time to time such amounts or amounts, subject to certain terms and conditions.



NOW, THEREFORE, HEA and Maxtor hereby agrees as follows:



1. The Loan.



1.1 Amount and Term of Loan. HEA agrees upon the terms and conditions of this Agreement, to loan to Maxtor, and Maxtor agrees to borrow from HEA, such amount or amounts as Maxtor may from time to time require to meet its operational expenses and working capital needs, which amount or amounts shall not exceed at any one time an aggregate outstanding principal amount of $100,000,000 (the "Loan"). Each disbursement made to Maxtor under the Loan shall be in the minimum amount of $1,000,000 and shall be in multiples of $10,000.



1.2 The Note. The Loan will be evidenced by a Promissory Note, in substantially the form attached hereto as Exhibit A duly executed and delivered by Maxtor to HEA (the "Note"). Each disbursement made to Maxtor under the Loan will be set forth on Attachment 1 to the Note with appropriate insertions therein, for the principal amount so loaned. The Note will be payable in accordance with its terms, which are hereby incorporated by reference in this Agreement, and shall bear interest on the aggregate unpaid principal amount thereunder at a rate per annum of ten (10) basis points above HEA's average monthly cost of borrowing (as determined on the date of the applicable disbursement). Any principal amount which is not paid when due (whether as stated, by acceleration or otherwise) shall bear additional interest from and including the date due until the date of payment in full thereof at a rate per annum equal to 2%. Interest shall be payable quarterly on the last day of the last month of each calendar quarter and upon payment in full or any prepayment of the unpaid principal amount thereof.



1.3 Interest and Repayment. Maxtor shall repay and shall pay interest on the entire outstanding principal balance of the Loan in accordance with the Note.







1.4 Prepayment. Maxtor may at any time and from time to time prepay the Loan in whole or in part without penalty; provided that any such prepayment shall be in the minimum amount of $1,000,000.



2. Disbursements.



2.1 General. HEA agrees to make disbursements of the Loan at such times and in such amounts as Maxtor may from time to time request, provided that the conditions set forth in Section 2.2 below have been satisfied.



2.2 Conditions to Disbursement. The obligation of HEA to disburse any portion of the Loan shall be subject to the following conditions:



(a) Maxtor shall have duly executed the Note and appropriate insertions evidencing the amount of the disbursement shall have been made on Attachment 1 to the Note.



(b) No Event of Default (defined in Section 5.1) shall have occurred and be continuing and no event which with notice or lapse of time or both would become an Event of Default, shall have occurred and be continuing.



(c) The representations and warranties of Maxtor contained in Section 4.1 shall be true on and as of the date of the disbursement.



(d) No material adverse change shall have occurred and be continuing with respect to the assets, operations, financial condition or prospects of Maxtor.



(e) The Proposed disbursement would not cause the outstanding principal balance of the Loan to exceed $100,000,000.



3. Term of Agreement.



This Agreement shall be in full force and effect from the date set forth above and shall terminate at the end of one (1) year thereafter, unless extended for a longer period upon mutual written agreement of the parties in accordance with Section 6.5 hereof.



4. Representations and Warranties.



4.1 Representations and Warranties of Maxtor. Maxtor hereby represents and warrants to HEA as follows:



(a) On and as of the date of this Agreement, Maxtor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted and to execute and deliver, and to perform its obligations under, this Agreement and the Note.









(b) This Agreement and the Note, and all actions contemplated to be taken thereunder, have been duly authorized by all necessary corporate and other actions required on the part of the Maxtor.



(c) The execution and delivery of this Agreement and the Note, and the taking of any and all actions contemplated thereby, will not constitute a breach or default under, or be in conflict with, any contractual or other obligation by which Maxtor is bound.



4.2 Representation and Warranties of HEA. HEA hereby represents and warrants to Maxtor as follows:



(a) On and as of the date of this Agreement, HEA is a corporation duly organized, validly existing and in good standing under the laws of the State of California and has all requisite power and authority to own and operate its properties and assets and to carry on its business as now conducted and as presently proposed to be conducted and to execute and deliver, and to perform its obligations under, this Agreement.



(b) This Agreement and all actions contemplated to taken thereunder, have been duly authorized by all necessary corporate and other actions required on the part of HEA.



(c) The execution and delivery of this Agreement and the taking of any and all actions contemplated thereby, will not constitute breach or default under, or be in conflict with, any contractual or other obligation by which HEA is bound.



5. Defaults and Remedies.



5.1 Events ...