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Exhibit 6
AMENDMENT No. 2
TO
RIGHTS AGREEMENT
This AMENDMENT No. 2 TO RIGHTS AGREEMENT (the "Amendment") is entered
into as of the 2nd day of November, 1995, between Maxtor Corporation, a Delaware
corporation (the "Company"), and The First National Bank of Boston (the "Rights
Agent"). Capitalized terms not defined herein shall have the meanings given them
in the Rights Agreements (as defined below).
RECITALS
WHEREAS, pursuant to that certain Rights Agreement dated as of January
27, 1988 (the "Prior Agreement"), the Board of Directors of the Company on
January 27, 1988 (i) authorized the issuance and declared a dividend of one
right (a "Right") for each share of the Common Stock of the Company outstanding
as of the close of business on February 8, 1988, each Right representing the
right to purchase one share of Common Stock of the Company upon the terms and
subject to the conditions set forth in the Rights Agreement, and (ii) further
authorized the issuance of one Right with respect to each share of Common Stock
of the Company that shall become outstanding between February 8, 1988, and the
Distribution Date.
WHEREAS, the Prior Agreement was amended on September 10, 1993 (the
Rights Agreement as amended is hereinafter referred to as the "Rights
Agreement").
WHEREAS, in accordance with Section 21 of the Rights Agreement,
Chemical Trust Company of California resigned as Rights Agent and The First
National Bank of Boston was appointed as the second successor Rights Agent
effective May 10, 1993;
WHEREAS, pursuant to Section 26 of the Rights Agreement, the Company
and the Rights Agent may, prior to the time a person becomes an Acquiring
Person, amend any provision of the Rights Agreement.
WHEREAS, to the knowledge of the Board of Directors of the Company, no
person has become an Acquiring Person.
WHEREAS, the Board of Directors has determined that it is in the best
interest of the Company and its stockholders to amend the Rights Agreement as
set forth herein immediately prior to and in connection with the execution of
(i) that certain Agreement and Plan of Merger dated as of November 2, 1995, as
the same may be amended from time to time (the "Merger Agreement") among
Hyundai Electronics America, a California corporation ("HEA"), Hyundai
Acquisition, Inc., a Delaware corporation and a wholly owned subsidiary of HEA
("Sub") and the Company (pursuant to which Merger Agreement, among other
things, Sub shall merge with and into the Company (the "Merger")),
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WHEREAS, the Company has requested that the Rights Agreement be amended
in accordance with Section 26 of the Rights Agreement, as set forth herein, and
the Rights Agent is willing to amend the Rights Agreement as set forth herein.
AGREEMENT
NOW, THEREFORE, the parties, intending to be legally bound, hereby
agree as follows:
1. Section 7(a) of the Rights Agreement is hereby amended to read
in its entirely as follows:
"(a) The Rights shall become exercisable, and may be
exercised to purchase Common Stock, except as otherwise provided herein, in
whole or in part at any time after the Distribution Date upon surrender of the
Right Certificate, with the form of election to purchase on the reverse side
thereof duly executed (with such signature duly guaranteed), to the Rights
Agent at Shareholder Services Division, X.X. Xxx 0000, Xxxxxx, Xxxxxxxxxxxxx
00000-0000, together with payment of the Purchase Price with respect to each
Right exercised, subject to adjustment as hereinafter provided, at or prior to
the close of business on the (i) February 28, 1998 (the "Final Expiration
Date"), (ii) the time at which the Rights are redeemed as provided in Section
23 hereof (such date being herein referred to as the "Redemption Date") or
(iii) immediately prior to the Effective Time (as defined in that certain
Agreement and Plan of Merger dated as of November 2, 1995, as the same may be
amended from time to time (the "Merger Agreement") among Hyundai Electronics
America, a California corporation ("HEA"), Hyundai Acquisition, Inc., a
Delaware corporation and a wholly owned subsidiary of HEA, and the Company).
2. Section 33 of the Rights Agreement is hereby added as follows:
"33. Hyundai Electronics America Transactions.
Notwithstanding any provision of this Rights Agreement to the contrary, no
Distribution Date, Stock Acquisition Date or Triggering Event shall be deemed
to have occurred, neither HEA nor any Affiliate or Associate of HEA shall be
deemed to have become an Acquiring Person and no holder of Rights shall be
entitled to exercise such Rights under or be entitled to any rights pursuant to
Section 7(a), 11(a) or 13(a) of this Rights Agreement solely by reason of (x)
the approval, execution, delivery or effectiveness of the Merger Agreement or
(y) the consummation of the transactions contemplated under the Merger
Agreement in accordance with the terms thereof (including, without limitation,
the consummation of the Offer, as such term is defined in the Merger Agreement,
and the Merger), provided that if, after November 2, 1995, HEA or any of its
Subsidiaries or any of their respective directors becomes the Beneficial Owner
of any shares of Common Stock of the Company (other than by reason of the
approval, execution, delivery or effectiveness of the Merger Agreement or the
consummation of any of the transactions contemplated thereby or in any
transaction in conformity with Section 7.2 of that certain Stock Purchase
Agreement dated as of September 10, 1993 among the Company,
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Hyundai Heavy Industries Co., Ltd., Hyundai Corporation and Hyundai Merchant
Marine Co., Ltd.) the provisions of this Section 33 (other than this proviso)
shall not be applicable."
3. This Amendment shall be deemed effective as of November __, 1995
as if executed by both parties on such date. Except as amended hereby, the
Rights Agreement shall remain unchanged and shall remain in full force and
effect.
4. This Amendment may be executed in any number of counterparts, each
of which shall be an original, but all of which together shall constitute one
instrument.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
executed themselves or by their respective duly authorized representatives as
of the date first above written.
MAXTOR CORPORATION
By: /s/ XX. XXXXX SUP PARK
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Xx. Xxxxx Sup Park
Its: President and Chief Executive Officer
THE FIRST NATIONAL BANK OF BOSTON
By: /s/ XXXXXXXX XXXXXXXX
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Xxxxxxxx Xxxxxxxx
Its: Senior Account Manager