Exhibit 10.2


 


FOURTH AMENDMENT

TO AMENDED AND RESTATED LOAN AGREEMENT


 


This Fourth Amendment to Amended and Restated Loan
Agreement is entered into as of January 27, 2009 (the “Amendment”) by and
between COMERICA BANK (“Bank”) and CLARIENT, INC. (“Borrower”).


 


RECITALS


 


Borrower and Bank are parties to that certain Amended and
Restated Loan Agreement dated as of February 28, 2008, as amended by that
certain First Amendment and Waiver to Amended and Restated Loan Agreement dated
as of March 14, 2008, that certain Second Amendment to Amended and
Restated Loan Agreement dated as of March 21, 2008, and that certain Third
Amendment and Consent to Amended and Restated Loan Agreement dated as of July 31,
2008 (as so amended, 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 following defined
term in Section 1.1 of the Agreement is amended to read as follows: 


 


“Revolving Maturity Date” means March 31,
2009.


 


2.               Unless otherwise defined,
all initially capitalized terms in this Amendment shall have the respective
meanings set forth in the Agreement. The Agreement, as amended hereby, shall be
and remain in full force and effect in accordance with its 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. Borrower ratifies and
reaffirms the continuing effectiveness of all promissory notes, guaranties,
security agreements, mortgages, deeds of trust, environmental agreements, and
all other instruments, documents and agreements entered into in connection with
the Agreement.


 


3.               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 (and
delivered via facsimile or electronic transmission).


 


4.               As a condition to the
effectiveness of this Amendment, Bank shall have received, in form and
substance reasonably satisfactory to Bank, the following:


 


(a)             this Amendment, duly
executed by Borrower;


 


(b)             an officer’s certificate
of Borrower with respect to incumbency and resolutions authorizing the
execution and delivery of this Amendment;


 


(c)             an amount equal to all
Bank Expenses incurred through the date of this Amendment; and


 


(d)             such other documents, and
completion of such other matters, as Bank may reasonably deem necessary or
appropriate.


 


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


 


	
   

  	
  CLARIENT, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Raymond J. Land

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President and Chief Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  COMERICA BANK

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd A McDonald

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Senior Vice President