exv10w1



 





Exhibit 10.1



AMENDMENT NO. 2

TO

INVESTOR RIGHTS AGREEMENT




     This Amendment No. 2 to Investor Rights Agreement (this “Amendment”) is
made and entered into as of this 30th day of November, 2004, by and among MTI
Technology Corporation, a Delaware corporation (the “Company”), and the
entities listed on the signature pages hereto (the “Investors”).



BACKGROUND




     A. The Company and the Investors are parties to that certain Investor
Rights Agreement, dated as of June 17, 2004 (the “Investor Rights Agreement”),
and as amended on August 30, 2004, pursuant to which the Company agreed to take
such steps as are necessary to enable the Shelf Registration Statement (as
defined in the Investor Rights Agreement) to be declared effective by the
Securities and Exchange Commission by no later than November 30, 2004 (the
“Deadline”) if the Shelf Registration Statement is subject to review by the
Securities and Exchange Commission.



     B. The Company and the Investors desire to amend the Investor Rights
Agreement to extend the Deadline to January 31, 2005.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein, and for other good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:



1. Amended and Restated Section 2.3. Section 2.3 of the Investor Rights
Agreement is hereby amended and restated to read in its entirety as follows:




“2.3 Shelf Registration. The Company shall prepare and file with the
Commission a Shelf Registration Statement as promptly as practicable
after the date hereof (and in any event by no later than August 30,
2004), and shall take such steps as are necessary to enable the Shelf
Registration to be declared effective by the Commission as promptly as
practicable thereafter (and in any event by no later than September 30,
2004, or, if the Shelf Registration Statement (including any of the
documents incorporated by reference therein) is the subject of a complete
or partial review by the Commission, in any event by no later than
January 31, 2005). The Shelf Registration Statement shall be on Form S-3
(except if the Company is not then eligible to register for resale the
Registrable Shares on Form S-3, in which case such Shelf Registration
Statement shall be on such other form as the Company is eligible to use).
The Company shall notify each Investor in writing promptly (in any event
within one Trading Day) after receiving notification from the Commission
that the Shelf Registration Statement has been declared effective.”



 









 





2. Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Amendment shall be governed by and
construed and enforced in accordance with the internal laws of the State of
Delaware.



3. Counterparts; Facsimile Signatures; Effectiveness. This Amendment may be
executed in any number of counterparts (including facsimile signature) each of
which shall be an original with the same effect as if the signatures thereto
and hereto were upon the same instrument. This Amendment shall become
effective when each party hereto shall have received a counterpart hereof
signed by the other party hereto.



[signature pages follow]




 









 








     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2 to
be duly executed by their respective authorized signatories as of the date
first above written.



	 	 	 	 	 
	 	 	MTI TECHNOLOGY CORPORATION
	 
	 	 	 	 
	

	 	By:
	 	/s/ Scott Poteracki
	

	 	 	 	
 
	

	 	Name:

Title:
	 	SCOTT POTERACKI

Chief Financial Officer







[Investors’ signature page follows]




 









 








	 	 	 	 	 
	 	 	DIGITAL MEDIA & COMMUNICATIONS III
 LIMITED PARTNERSHIP

	 	 	DIGITAL MEDIA & COMMUNICATIONS III-A
 LIMITED PARTNERSHIP

	 	 	DIGITAL MEDIA & COMMUNICATIONS III-B
 LIMITED PARTNERSHIP

	 	 	DIGITAL MEDIA & COMMUNICATIONS III-C
 LIMITED PARTNERSHIP

	 	 	DIGITAL MEDIA & COMMUNICATIONS III-D
 C.V.

	 	 	DIGITAL MEDIA & COMMUNICATIONS III-E
 C.V.

	 
	 	 	 	 
	

	 	By:
	 	Advent International Limited Partnership, 
General Partner

	

	 	By:
	 	Advent International Corporation, 
General Partner

	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael Pehl
	

	 	 	 	
 
	

	 	Name:
	 	Michael Pehl
	

	 	Title:
	 	 Partner
	 
	 	 	 	 
	 	 	ADVENT PARTNERS DMC III LIMITED
 PARTNERSHIP

	 	 	ADVENT PARTNERS II LIMITED 
PARTNERSHIP

	 
	 	 	 	 
	

	 	By:
	 	Advent International Corporation, 
General Partner

	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael Pehl
	

	 	 	 	
 
	

	 	Name:
	 	Michael Pehl
	

	 	Title:
	 	 Partner
	 
	 	 	 	 
	 	 	EMC CORP.
	 
	 	 	 	 
	

	 	By:
	 	/s/ Michael J. Cody
	

	 	 	 	
 
	

	 	Name:
	 	Michael Cody
	

	 	Title:
	 	 Vice President, Corporate Development