exv10w1



 




Exhibit 10.1



FIFTH AMENDMENT

 TO LOAN AND SECURITY AGREEMENT




     This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of
December 21, 2006, by and between COMERICA BANK, successor by merger to COMERICA BANK-CALIFORNIA
(“Bank”) and MTI TECHNOLOGY CORPORATION (“Borrower”).



RECITALS




     Borrower and Bank are parties to that certain Loan and Security Agreement dated as of November
13, 2002, as amended from time to time, including by that certain First Amendment to Loan and
Security Agreement dated June 30, 2003, that certain Second Amendment to Loan and Security
Agreement dated June 18, 2004, that certain Third Amendment to Loan and Security Agreement dated
June 15, 2005 and that certain Fourth Amendment to Loan and Security Agreement dated as of June 20,
2006 (collectively, the “Agreement”). The parties desire to amend the Agreement in accordance with
the terms of this Amendment.



     NOW, THEREFORE, the parties agree as follows:



     1. The definition of Revolving Maturity Date in Section 1.1 of the Agreement is amended in its
entirety to read as follows:



          "'Revolving Maturity Date’ means May 31, 2007.”




     2. No course of dealing on the part of Bank or its officers, nor any failure or delay in the
exercise of any right by Bank, shall operate as a waiver thereof, and any single or partial
exercise of any such right shall not preclude any later exercise of any such right. Bank’s failure
at any time to require strict performance by a Borrower of any provision shall not affect any right
of Bank thereafter to demand strict compliance and performance. Any suspension or waiver of a
right must be in writing signed by an officer of Bank.



     3. Unless otherwise defined, all initially capitalized terms in this Amendment shall be as
defined in the Agreement. The Agreement, as amended hereby, shall be and remain in full force and
effect in accordance with its respective terms and hereby is ratified and confirmed in all
respects. Except as expressly set forth herein, the execution, delivery, and performance of this
Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of
Bank under the Agreement, as in effect prior to the date hereof.



     4. Borrower represents and warrants that the Representations and Warranties contained in the
Agreement are true and correct as of the date of this Amendment, and that no Event of Default has
occurred and is continuing.



     5. As a condition to the effectiveness of this Amendment, Bank shall have received, in form
and substance satisfactory to Bank, the following:



          (a) this Amendment, duly executed by Borrower;




          (b) on or before December 22, 2006, evidence that the Standby Letter of Credit, issued by Bank
of America for the benefit of Bank, in the minimum amount of the Revolving Line, was amended or
reissued to bear an expiry date of no earlier than June 30, 2007;




          (c) a Certificate of the Secretary of Borrower with respect to incumbency and resolutions
authorizing the execution and delivery of this Amendment;




          (d) a nonrefundable amendment fee in the amount of $4,500, which may be debited from any of
Borrower’s accounts;




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          (e) all reasonable Bank Expenses incurred through the date of this Amendment, which may be
debited from any of Borrower’s accounts; and




          (f) such other documents, and completion of such other matters, as Bank may reasonably deem
necessary or appropriate.




     6. This Amendment may be executed in two or more counterparts, each of which shall be deemed
an original, but all of which together shall constitute one instrument.



     IN WITNESS WHEREOF, the undersigned have executed this Amendment as of the first date above
written.



	 	 	 	 	 
	 	MTI TECHNOLOGY CORPORATION
 	 
	 	By:  	/s/ Thomas P. Raimondi, Jr.	 
	 	 	 	 
	 	Title:  	Chief Executive Officer and President 	 
	 



	 	 	 	 	 
	 	COMERICA BANK, successor by merger to

COMERICA BANK-CALIFORNIA

 	 
	 	By:  	/s/
Abigayle
Keller 	 
	 	 	 	 
	 	Title:  	Vice President 	 



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