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Exhibit 10.1




SIXTH AMENDMENT

 TO LOAN AND SECURITY AGREEMENT




     This Fifth Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of
May 31, 2007, 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, that certain Fourth Amendment to Loan and Security Agreement dated as of June 20,
2006 and that certain Fifth Amendment to Loan and Security Agreement dated as of December 1, 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 November 30, 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 June 15, 2007, 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 December 31, 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/ Edward Kirnbauer
 	 
	 	 	Title: VP, Corporate Controller 	 
	 	 	 	 
	 



	 	 	 	 	 
	 	COMERICA BANK, successor by merger to
COMERICA BANK-CALIFORNIA

 	 
	 	By:  	/s/ Abigayle L. Keller
 	 
	 	 	Title: Vice President 	 
	 	 	 	 



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Corporation Resolutions and Incumbency Certification

Authority to Procure Loans

 




I certify that I am the duly elected and qualified Secretary of MTI TECHNOLOGY CORPORATION; that
the following is a true and correct copy of resolutions duly adopted by the Board of Directors of
the Corporation in accordance with its bylaws and applicable statutes.




Copy of Resolutions:



Be it Resolved, That:





	1.	 	Any one (1) of the following CEO and CFO (insert titles only) of the
Corporation are/is authorized, for, on behalf of, and in the name of the Corporation to:






	 	(a)	 	Negotiate and procure loans, letters of credit and other credit or financial
accommodations from Comerica Bank (“Bank”), a Michigan banking corporation, including,
without limitation, 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 Second Amendment to Loan and
Security Agreement dated June 15, 2005, that certain Fourth Amendment to Loan and
Security Agreement dated June 20, 2006, that certain Fifth Amendment to Loan and
Security Agreement dated as of December 1, 2006 and that certain Sixth Amendment to
Loan and Security Agreement dated as of May 31, 2007 as may subsequently be amended
from time to time.
	 
	 	(b)	 	Discount with the Bank, commercial or other business paper belonging to the
Corporation made or drawn by or upon third parties, without limit as to amount;
	 
	 	(c)	 	Purchase, sell, exchange, assign, endorse for transfer and/or deliver
certificates and/or instruments representing stocks, bonds, evidences of Indebtedness
or other securities owned by the Corporation, whether or not registered in the name of
the Corporation;
	 
	 	(d)	 	Give security for any liabilities of the Corporation to the Bank by grant,
security interest, assignment, lien, deed of trust or mortgage upon any real or
personal property, tangible or intangible of the Corporation;
	 
	 	(e)	 	Issue a warrant or warrants to purchase the Corporation’s capital stock; and
	 
	 	(f)	 	Execute and deliver in form and content as may be required by the Bank any and
all notes, evidences of Indebtedness, applications for letters of credit, guaranties,
subordination agreements, loan and security agreements, financing statements,
assignments, liens, deeds of trust, mortgages, trust receipts and other agreements,
instruments or documents to carry out the purposes of these Resolutions, any or all of
which may relate to all or to substantially all of the Corporation’s property and
assets.






	2.	 	Said Bank be and it is authorized and directed to pay the proceeds of any such loans or
discounts as directed by the persons so authorized to sign, whether so payable to the order of
any of said persons in their individual capacities or not, and whether such proceeds are
deposited to the individual credit of any of said persons or not;
	 
	3.	 	Any and all agreements, instruments and documents previously executed and acts and things
previously done to carry out the purposes of these Resolutions are ratified, confirmed and
approved as the act or acts of the Corporation.




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	4.	 	These Resolutions shall continue in force, and the Bank may consider the holders of said
offices and their signatures to be and continue to be as set forth in a certified copy of
these Resolutions delivered to the Bank, until notice to the contrary in writing is duly
served on the Bank (such notice to have no effect on any action previously taken by the Bank
in reliance on these Resolutions).
	 
	5.	 	Any person, corporation or other legal entity dealing with the Bank may rely upon a
certificate signed by an officer of the Bank to effect that these Resolutions and any
agreement, instrument or document executed pursuant to them are still in full force and effect
and binding upon the Corporation.
	 
	6.	 	The Bank may consider the holders of the offices of the Corporation and their signatures,
respectively, to be and continue to be as set forth in the Certificate of the Secretary of the
Corporation until notice to the contrary in writing is duly served on the Bank.




I further certify that the above Resolutions are in full force and effect as of the date of this
Certificate; that these Resolutions and any borrowings or financial accommodations under these
Resolutions have been properly noted in the corporate books and records, and have not been
rescinded, annulled, revoked or modified; that neither the foregoing Resolutions nor any actions to
be taken pursuant to them are or will be in contravention of any provision of the articles of
incorporation or bylaws of the Corporation or of any agreement, indenture or other instrument to
which the Corporation is a party or by which it is bound; and that neither the articles of
incorporation nor bylaws of the Corporation nor any agreement, indenture or other instrument to
which the Corporation is a party or by which it is bound require the vote or consent of
shareholders of the Corporation to authorize any act, matter or thing described in the foregoing
Resolutions.



I further certify that the following named persons have been duly elected to the offices set
opposite their respective names, that they continue to hold these offices at the present time, and
that the signatures which appear below are the genuine, original signatures of each respectively:




(PLEASE SUPPLY GENUINE SIGNATURES OF AUTHORIZED SIGNERS BELOW)




	 	 	 	 	 
	NAME (Type or Print)	 	TITLE	 	SIGNATURE
	 
	 	 	 	 
	Thomas P. Raimondi, Jr.

	 	CEO & President
	 	/s/ Thomas P. Raimondi, Jr.
	 

	 	 
	 	 
	 
	 	 	 	 
	Scott Poteracki

	 	CFO
	 	/s/ Scott Poteracki
	 

	 	 
	 	 
	 
	 	 	 	 
	Edward Kirnbauer

	 	Controller
	 	/s/ Edward Kirnbauer
	 

	 	 
	 	 




In Witness Whereof, I have affixed my name as Secretary and have caused the corporate seal (where
available) of said Corporation to be affixed as of May 31, 2007.




	 	 	 	 	 
	 	 	 
	 	                                              /s/ Scott Poteracki
 	 
	 	Secretary 	 
	 	 	 
	 



	 	 	 
	The Above Statements are Correct.

	 	/s/ Thomas P. Raimondi, Jr.
	 

	 	 
	 

	 	SIGNATURE OF OFFICER OR DIRECTOR OR, IF NONE. A SHAREHOLDER OTHER
THAN SECRETARY WHEN SECRETARY IS AUTHORIZED TO SIGN ALONE.





Failure to complete the above when the Secretary is authorized to sign alone shall constitute a
certification by the Secretary that the Secretary is the sole Shareholder, Director and Officer of
the Corporation.





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