Exhibit 10.2
FIRST AMENDMENT AND WAIVER
TO AMENDED AND RESTATED LOAN AGREEMENT
This First Amendment and Waiver to Amended and Restated Loan Agreement is
entered into as of March 14, 2008 (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 (the "Agreement").
Borrower proposes
to incur additional indebtedness (the "Additional Debt") pursuant to an Amended
and Restated Senior Subordinated Revolving Credit Agreement dated as of
March 14, 2008 between Safeguard Delaware, Inc. ("Safeguard Delaware") and
Borrower (the "Safeguard Senior Credit Agreement").
Borrower has requested that
Bank consent to the incurrence and repayment of the Additional Debt, and Bank
has agreed to do so in accordance with this Consent.
Additionally, the parties
desire to amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, the parties agree as follows:
1.
EFFECTIVE UPON BANK'S RECEIPT OF AN AFFIRMATION AND AMENDMENT OF
SUBORDINATION AGREEMENT FROM SAFEGUARD DELAWARE IN SUBSTANTIALLY THE FORM
ATTACHED (THE "SUBORDINATION AGREEMENT AMENDMENT") AND COMPLIANCE BY BORROWER
WITH THE TERMS OF THIS AMENDMENT, BANK CONSENTS TO BORROWER'S ENTERING INTO THE
SAFEGUARD SENIOR CREDIT AGREEMENT AND THE INCURRENCE OF INDEBTEDNESS PURSUANT
THERETO AND WAIVES ANY DEFAULT OR EVENT OF DEFAULT UNDER THE AGREEMENT RESULTING
FROM BORROWER'S ENTRY INTO THE SAFEGUARD SENIOR CREDIT AGREEMENT.
BANK CONSENTS
TO THE REPAYMENT OF THE ADDITIONAL DEBT TO THE EXTENT PERMITTED UNDER THE
SUBORDINATION AGREEMENT AMENDMENT.
2.
BANK HEREBY WAIVES BORROWER'S FAILURE TO COMPLY WITH SECTION 6.8
(NET WORTH COVENANT) OF THE AGREEMENT AS AMENDED HEREIN FOR THE PERIOD ENDED
DECEMBER 31, 2007.
BANK DOES NOT WAIVE BORROWER'S OBLIGATIONS UNDER SUCH
SECTIONS FOR ANY PERIOD AFTER DECEMBER 31, 2007, AND BANK DOES NOT WAIVE ANY
OTHER FAILURE BY BORROWER TO PERFORM ITS OBLIGATIONS UNDER THE LOAN DOCUMENTS.
THIS WAIVER IS NOT A CONTINUING WAIVER WITH RESPECT TO ANY FAILURE TO PERFORM
ANY OBLIGATION AFTER DECEMBER 31, 2007.
3.
BORROWER AND BANK AGREE TO REVISE THE FINANCIAL COVENANTS UNDER
THE AGREEMENT NO LATER THAN MARCH 21, 2008.
4.
SECTION 6.8 OF THE AGREEMENT IS HEREBY AMENDED IN ITS ENTIRETY TO
READ AS FOLLOWS:
6.8
NET WORTH.
BORROWER SHALL NOT, AT ANY TIME DURING THE PERIODS SET
FORTH BELOW, ALLOW ITS NET WORTH TO FALL BELOW THE GIVEN AMOUNT:
Period
Minimum Net Worth
10/1/07-12/31/07
$
(2,800,000
)
1/1/08 - 3/31/08
$
(5,300,000
)
4/1/08 - 6/30/08
$
(6,740,000
)
7/1/08 - 9/30/08
$
(7,500,000
)
5.
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