Exhibit 10.9


 


THIRD AMENDMENT TO AMENDED AND RESTATED REIMBURSEMENT


AND INDEMNITY AGREEMENT


 


This
Third Amendment to Amended and Restated Reimbursement and Indemnity Agreement
(this “Amendment”) is entered into as of February 27, 2009, by and
among CLARIENT, INC., a Delaware corporation (“Clarient”), SAFEGUARD
DELAWARE, INC., a Delaware corporation (“SDI”) and SAFEGUARD SCIENTIFICS
(DELAWARE), INC., a Delaware corporation (“SSI” , and together with SDI,
“Safeguard”).


 


RECITALS


 


Clarient
and Safeguard are parties to that certain Amended and Restated Reimbursement
and Indemnity Agreement, dated as of January 17, 2007 as amended by that
certain First Amendment to Amended and Restated Reimbursement and Indemnity
Agreement, dated as of March 6, 2007 and as further amended by that Second
Amendment to Amended and Restated Reimbursement and Indemnity Agreement, dated
as of March 14, 2008 (the “Agreement”).  The parties desire to amend the Agreement in
accordance with the terms of this Amendment.


 


NOW,
THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, and intending to be legally bound hereby, the
parties hereto agree as follows:


 


1.                                       Section 1(d)(ii) of
the Agreement is amended and restated to read in its entirety as follows:


 


“(ii) incurring any other indebtedness (other than indebtedness
outstanding from time to time under (x) Clarient’s loan and security
agreements with Comerica Bank and Gemino Healthcare Finance, LLC (as amended,
supplemented, replaced or otherwise modified from time to time) and (y) that
certain Second Amended and Restated Senior Subordinated Revolving Credit
Agreement dated as of February 27, 2009, by Clarient and SDI (as the same
may be amended, restated or otherwise modified from time to time, the “SDI
Credit Agreement”) and all indebtedness permitted under the SDI Credit
Agreement.”


 


2.                                       This
Amendment shall be effective upon receipt by Safeguard of this Amendment duly
executed by Clarient.


 


3.                                       Unless
otherwise defined, all initially capitalized terms in this Amendment shall be
as defined in the Agreement.


 


4.                                       Clarient
represents and warrants that the representations and warranties contained in
the Agreement are true and correct in all material respects of the date of the
Amendment (unless such representations and warranties relate to a specific
date, in which case they shall be true and correct in all material respects on
and as of such date).


 


5.                                       Except as
expressly amended hereby, all terms and provisions of the .Agreement shall
remain in full force and effect and Clarient hereby affirms, confirms and
ratifies same.


 


6.                                       This
Amendment shall be governed by construed and enforced in accordance with the
laws of the Commonwealth of Pennsylvania, without regard to the conflicts of
laws provisions thereof.


 


7.                                       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 Third Amendment to Amended
and Restated Reimbursement and Indemnity Agreement on the date first set forth
above.


 


 




	
   

  	
   

  	
  CLARIENT,
  INC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Raymond J. Land

  
	
   

  	
   

  	
   

  	
  Ray
  Land

  
	
   

  	
   

  	
   

  	
  Senior
  Vice President and

  
	
   

  	
   

  	
   

  	
  Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFEGUARD
  DELAWARE, 1NC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Brian J. Sisko

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Vice
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SAFEGUARD
  SCIENTIFICS (DELAWARE), 1NC.

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/
  Brian J. Sisko

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
  Vice
  President

  






 


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