**EXHIBIT 10.9**

 

 

## **LOAN MODIFICATION**

## ** **

This Loan Modification(this “Modification”) is entered into on this 30TH day of August,2002, by and between **OVERLAND STORAGE, INC.**, a Californiacorporation, formerly known as **Overland Data, Inc** as “Borrower”, and **COMERICABANK-CALIFORNIA**, a California banking corporation, as “Bank”.

 

# **RECITALS**

 

This Modification isentered into upon the basis of the following facts and understandings of theparties, which facts and understandings are acknowledged by the parties to betrue and accurate:

 

1.                                       Bankhas previously made certain loans (collectively, the “Loan”) to Overland DataInc. pursuant to the terms and conditions of (i) that certain Business LoanAgreement dated as of November 28, 2001 (the “Agreement”), and (ii) thatcertain Master Revolving Note dated as of November 28, 2001 in theoriginal principal amount of Ten Million Dollars ($10,000,000) (the “Note”).

 

2.                                       Theobligations of Overland Data, Inc under the Agreement, and the Note are securedby, among other things, the granting of a security interest in and to all ofOverland Data, Inc personal property assets pursuant to the Agreement.  The granting of such security interest wasperfected by a filed Financing Statement, Form UCC-1 dated of even datetherewith, and filed with the Secretary of State of California onDecember 26, 2001 as document No. 0136160667.

 

3.                                       TheAgreement, the Note, and the UCC, together with all other documents andinstruments executed in connection with the Loan, are hereinafter referred tocollectively as the “Loan Documents.

 

4.                                       Subsequentto the Loan, on June 28, 2002, Overland Data, Inc. amended its Articles ofOrganization to provide for a change in the name of OVERLAND STORAGE, INC (the“Amendment”).  The Amendment was filedin the Office of the Secretary of State of California on June 28, 2002.

 

5.                                                                                       Notwithstandingany provisions of the Loan Documents to the contrary, Borrower has requestedthat Bank consent to the Amendment and refrain from exercising its rights andremedies under the Loan Documents.  Bankhereby consents to the Amendment, subject to the terms and conditions set forthbelow.

 

### **AGREEMENT**

 

NOW THEREFORE, for goodand valuable consideration, the receipt of which is hereby acknowledged, theparties hereto agree as follows:

 

1.                                       Bank’sagreement to consent to the Amendment shall only be with respect to Borrower’sname change pursuant to the Amendment and except as specifically providedherein, the Loan Documents shall remain in full force and effect in accordancewith their original terms and conditions.

 

2.                                       Noneof the terms or provisions of the Loan Documents or this Modification maybewaived, altered, modified, limited, or amended except by a written agreementexpressly referring to the Loan Documents and/or this Modification and dulysigned by both Bank and Borrower.

 

3.                                       Whereverthe term “Borrower” is used in the Loan Documents, it shall hereafter mean **OverlandStorage, Inc**.

 

4.                                       LegalEffect.   Except as specifically setforth in this Modification, all of the terms and conditions of the LoanDocuments shall remain in full force and effect.

 

5.                                       FurtherDocuments.  Borrower hereby agreesto execute any documents requested by Bank to effectuate this Modification,including without limitation a Financing Statement Amendment, Form UCC-2 toamend the name of Debtor on the UCC.

 

6.                                       Integration.   This is an integrated Modification, andsupersedes all prior negotiations and agreements regarding the subject matterhereof.

 

IN WITNESS WHEREOF, theparties have agreed as of the date first set forth above.

 
| Borrower:                   | Bank:                         |
|-----------------------------|-------------------------------|
| **Overland  Storage, Inc.** | **COMERICA  BANK-CALIFORNIA** |
|                        |                          |   |
|                        |                          |   |
| By:                         | /s/  V.A. LoForti             |   | By: | /s/ Carisa Azzi for |   |
| Its:                        | VP  & CFO                 |   |   | Tracy Fredricks |
|                        |                          | Vice President |
|                             |                               |  |  |  |  |  |

 

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