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EXHIBIT 10.1
AMENDMENT NO. 2 TO
SECOND WAIVER AND CONSENT
This Amendment No. 2 to Second Waiver and Consent (this
"AMENDMENT") is
entered into as of this 21st day of November, 2006, by and between
The Canopy
Group, Inc., a Utah corporation ("CANOPY"), and MTI Technology
Corporation, a
Delaware corporation ("MTI").
MTI is currently a party to that certain Loan and Security
Agreement,
dated as of November 13, 2002, as amended, with Comerica Bank (as
amended to
date and as may be further amended, the "COMERICA AGREEMENT"). On
December 28,
2004, MTI and Canopy entered into that certain Second Waiver and
Consent (as
amended, the "WAIVER") with respect to certain matters relating to
the Comerica
Agreement. On June 30, 2006, MTI and Canopy entered into that
certain Amendment
to Second Waiver and Consent to, among other things, provide that
Canopy would
guarantee MTI's standby letter of credit under the Comerica
Agreement through
November 30, 2006.
Canopy remains a major stockholder of MTI and agrees that it is in
the
best interest of MTI and its stockholders that it further amend the
Waiver as
set forth herein to, among other things, extend its guarantee of
MTI's line of
credit under the Comerica Agreement through June 30, 2007. All
terms not
otherwise defined shall have the meaning set forth in the
Waiver.
Whereas, in order to induce Canopy to amend the Waiver as set
forth
herein, MTI desires to grant a warrant to Canopy to purchase shares
of MTI's
common stock on the terms set forth herein.
Now, therefore, in consideration of the promises, covenants and
agreements set forth below, the mutual benefits to be derived from
the
transactions described above and other good and valuable
consideration, and
intending to be legally bound, the parties hereby agree as
follows:
1. MTI agrees to grant to Canopy, on the date hereof, a warrant
(the "WARRANT") to purchase 125,000 shares of MTI's common stock,
at a
per share price equal to the closing price of the Company's common
stock
on the Nasdaq Capital Market on the date the warrant is issued,
and
subject to the additional terms and conditions set forth in the
form of
warrant attached as Exhibit A.
2. Canopy consents to MTI's extending the line of credit
maturity date under the Comerica Agreement and agrees to guarantee
MTI's
line of credit under the Comerica Agreement through June 30,
2007.
3. Canopy hereby represents, warrants and covenants to MTI as
follows:
3.1 Purchase for Own Account.
