EXHIBIT 10.28
Termination of Letter Agreement and Security Agreement
Whereas, XXX Xxxxxxxxxxx, a Massachusetts corporation, for itself and as
agent (the "Secured Party") and MTI Corporation, a Delaware corporation (the
"Company") are parties to that certain Security Agreement dated as of December
30, 2004 (the "Security Agreement") wherein the Company granted to the Secured
Party a security interest in certain of the Company's assets; and
Whereas, the Secured Party and the Company are parties to that certain
Letter Agreement dated as of December 30, 2004 (the "Letter Agreement" and
together with the Security Agreement, the "Agreements"); and
WHEREAS, the Secured Party and the Company desire to terminate the
Agreements.
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Secured Party and the Company
agree as follows:
1. The Agreements are hereby terminated effective immediately. Without
limitation of the foregoing, the parties hereto agree that the Credit Line (as
defined in the Letter Agreement) is hereby terminated effective immediately.
2. The Company hereby ratifies, confirms, and reaffirms all terms and
conditions of all other agreements with Secured Party (including the Supply
Agreements, as defined in the Security Agreement). The Company hereby
acknowledges and agrees that the Company has no offsets, defenses, claims, or
counterclaims against Secured Party with respect to the Obligations (as defined
in the Security Agreement), and that if the Company now has, or ever did have,
any offsets, defenses, claims, or counterclaims against the Secured Party,
whether known or unknown, at law or in equity, all of them are hereby expressly
WAIVED and the Company hereby RELEASES the Secured Party from any liability
thereunder. Nothing contained herein shall constitute a satisfaction of the
Obligations.
IN WITNESS WHEREOF, intending to be legally bound, the Company and the
Secured Party have caused this Termination of Letter Agreement and Security
Agreement to be duly executed as of this 7th day of June, 2006.
COMPANY
MTI Technology Corporation
By: /s/ Xxxxx Xxxxxxxxx
--------------------------------------
Name: Xxxxx Xxxxxxxxx
Title: CFO
SECURED PARTY, for itself and as agent
XXX Xxxxxxxxxxx
By: /s/ Xxxxxxx Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx Xxxxxxxxx
Title: Director of Global Credit Operations