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EXHIBIT 10.28
LOAN MODIFICATION AGREEMENT
This Loan Modification Agreement is entered into as of July 22, 1999, by
and among MTI TECHNOLOGY CORPORATION ("Borrower") and SILICON VALLEY BANK
("SVB") and GENERAL ELECTRIC CAPITAL CORPORATION ("GE Capital") as co-lenders,
and SVB as Servicing Agent for the Lenders. (SVB and GE Capital are sometimes
referred to therein, individually, as "Lender", and collectively as "Lenders").
SVB shall be referred to herein as "Lender".
1. DESCRIPTION OF EXISTING INDEBTEDNESS: Among other indebtedness which may
be owing by Borrower to Lenders, Borrower is indebted to Lenders pursuant to,
among other documents, a Loan and Security Agreement, dated July 22, 1998, as
may be amended from time to time (the "Loan Agreement"). The Loan Agreement
provided for, among other things, a Committed Revolving Line in the original
principal amount of Thirty Million Dollars ($30,000,000). Defined terms used but
not otherwise defined herein shall have the same meanings as in the Loan
Agreement.
Hereinafter, all indebtedness owing by Borrower to Lenders shall be referred to
as the "Indebtedness."
2. DESCRIPTION OF COLLATERAL AND GUARANTIES. Repayment of the Indebtedness
is secured by the Collateral as described in the Loan Agreement and an
Intellectual Property Security Agreement dated July 22, 1998.
Hereinafter, the above-described security documents and guaranties, together
with all other documents securing repayment of the Indebtedness shall be
referred to as the "Security Documents". Hereinafter, the Security Documents,
together with all other documents evidencing or securing the Indebtedness shall
be referred to as the "Existing Loan Documents".
3. DESCRIPTION OF CHANGE IN TERMS.
A. Modification(s) to Loan Agreement
1. The following term set forth in Section 1.1 entitled
"Definitions" is hereby amended as follows:
"Revolving Maturity Date" means July 22, 2000.
4. CONSISTENT CHANGES. The Existing Loan Documents are hereby amended
wherever necessary to reflect the changes described above.
5. PAYMENT OF FEE. Borrower shall pay to Lenders a fee in the amount of
Sixty Five Thousand Dollars ($65,000) (the "Loan Fee") plus all out-of-pocket
expenses.
6. NO DEFENSES OF BORROWER. Borrower (and each guarantor and pledgor
signing below) agrees that, as of the date hereof, it has no defenses against
the obligations to pay any amounts under the Indebtedness.
7. CONTINUING VALIDITY. Borrower (and each guarantor and pledgor signing
below) understands and agrees that in modifying the existing Indebtedness,
Lender is relying upon Borrower's representations, warranties, and agreements,
as set forth in the Existing Loan Documents. Except as expressly modified
pursuant to this Loan Modification Agreement, the terms of the Existing Loan
Documents remain unchanged and in full force and effect. Lender's agreement to
modifications to the existing Indebtedness pursuant to this Loan Modification
Agreement in no way shall obligate Lender to make any future modifications to
the Indebtedness. Nothing in this Loan Modification Agreement shall constitute a
satisfaction of the Indebtedness. It is the intention of Lender and Borrower to
retain as liable parties all makers and endorsers of Existing Loan Documents,
unless the party is expressly released by Lender in writing. No maker, endorser,
or guarantor will be released by virtue of this Loan Modification Agreement. The
terms of this paragraph apply not only to this Loan Modification Agreement, but
also to all subsequent loan modification agreements.
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8. CONDITIONS. The effectiveness of this Loan Modification Agreement is
conditioned upon Borrower's payment of the Loan Fee.
This Loan Modification Agreement is executed as of the date first written above.
BORROWER: LENDERS:
MTI TECHNOLOGY CORPORATION SILICON VALLEY BANK
By: By:
------------------------------- -------------------------------
Name: Name:
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Title: Title:
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GENERAL ELECTRIC CAPITAL
CORPORATION
By:
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Name:
-----------------------------
Title:
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SERVICING AGENT:
SILICON VALLEY BANK
By:
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Name:
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Title:
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