Exhibit 10.7


 


AFFIRMATION
AND AMENDMENT OF SUBORDINATION AGREEMENT


 


This AFFIRMATION OF SUBORDINATION AGREEMENT (this “Affirmation”)
is made as of February 27, 2009, by the undersigned creditor (“Creditor”)
for the benefit of Comerica Bank (“Bank”).


 


RECITALS


 


CLARIENT,
INC. (“Borrower”) and Bank are parties to that certain Amended and Restated
Loan Agreement dated as of February 28, 2008, as amended from time to
time, including without limitation by that First Amendment and Waiver to
Amended and Restated Loan Agreement dated March 14, 2008, by that Second
Amendment to Loan Agreement dated March 21, 2008, by that certain Third
Amendment and Consent to Amended and Restated Loan Agreement dated as of July 31,
2008, and by that certain Fourth Amendment to Amended and Restated Loan
Agreement dated as of January 27, 2009 (collectively, the “Agreement”).  Borrower and Creditor are parties to that
certain Amended and Restated Senior Subordinated Revolving Credit Agreement
dated as of March 14, 2008 (the “Original Safeguard Agreement”).  Borrower and Creditor propose to enter into a
Second Amended and Restated Senior Subordinated Revolving Credit Agreement
dated of even date herewith, which amends the Original Safeguard Agreement by
increasing the amounts available to be borrowed (“Restated Safeguard Senior
Credit Agreement”).  Creditor executed
for the benefit of Bank a Subordination Agreement dated as of March 7,
2007, as affirmed February 28, 2008, as affirmed and amended as of March 14,
2008, and as affirmed and amended as of July 31, 2008 (the “Subordination
Agreement”).  Borrower and Bank propose
to enter into a Fifth Amendment to Amended and Restated Loan Agreement of even
date herewith (the “Fifth Amendment”), which amends the Agreement by, among
other things, extending the maturity date and changing covenants.  Bank has agreed to enter into this Fifth
Amendment and consent to the Restated Safeguard Agreement provided, among other
things, that Creditor consents to the Fifth Amendment and agrees that the
Subordination Agreement will remain effective as amended hereby.


 


AGREEMENT


 


NOW,
THEREFORE, the parties agree as follows:


 


1.             All references to the “Amended and
Restated Senior Subordinated Revolving Credit Agreement dated as of March 14,
2008” in the Subordination Agreement are hereby replaced with “Second Amended
and Restated Senior Subordinated Revolving Credit Agreement dated as of February 27,
2009 (as amended from time to time).”


 


2.             Creditor consents to the execution,
delivery and performance by the Borrower of the Fifth Amendment.  Bank consents to the execution, delivery and
performance by the Borrower of the Restated Safeguard Agreement.


 


3.             The Subordination Agreement shall
remain in full force and effect, as amended hereby, with respect to all of
Borrower’s Obligations to Bank under (and as defined in) the Agreement.


 


4.             Bank and Creditor each affirm their
respective obligations under the Subordination Agreement.


 


5.             Unless otherwise defined,
capitalized terms in this Affirmation shall have the meaning assigned in the
Subordination Agreement, as amended. 
This Affirmation may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which shall constitute one
instrument.


 


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


 


 




	
  “Bank”

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  COMERICA
  BANK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Todd A. McDonald

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:
  

  	
  Todd
  A. McDonald

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:
  

  	
  Senior
  Vice President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Creditor”

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  SAFEGUARD DELAWARE, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Brian J. Sisko

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:
  

  	
  Brian
  J. Sisko

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:
  

  	
  Vice
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  The
  undersigned approve of the terms of this Affirmation.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  “Borrower”

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CLARIENT, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:
  

  	
  /s/
  Brian J. Sisko

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Name:
  

  	
  Brian
  J. Sisko

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Title:
  

  	
  Vice
  President

  	
   

  	
   

  
						






 


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