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.
1
6.
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).
7.
AS A CONDITION TO THE EFFECTIVENESS OF THIS AMENDMENT, BANK SHALL
HAVE RECEIVED, IN FORM AND SUBSTANCE SATISFACTORY TO BANK, THE FOLLOWING:
(A)
THIS AMENDMENT, DULY EXECUTED BY BORROWER;
(B)
AN AMENDMENT FEE OF $5,000, PLUS AN AMOUNT EQUAL TO ALL BANK
EXPENSES INCURRED THROUGH THE DATE OF THIS AMENDMENT;
(C)
AN AFFIRMATION AND AMENDMENT OF SUBORDINATION AGREEMENT, DULY
EXECUTED BY SAFEGUARD DELAWARE, INC.;
(D)
SUCH OTHER DOCUMENTS, AND COMPLETION OF SUCH OTHER MATTERS, AS
BANK MAY REASONABLY DEEM NECESSARY OR APPROPRIATE.
8.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE CONSENTS AND
WAIVERS SET FORTH IN THIS AMENDMENT SHALL BE RESCINDED AND NULL AND VOID AB
INITIO UNLESS WITHIN THREE (3) BUSINESS DAYS OF THE DATE HEREOF (A) BANK HAS
RECEIVED A WAIVER AND/OR AMENDMENT IN FORM AND SUBSTANCE SATISFACTORY TO BANK
WITH RESPECT TO BORROWER'S DEFAULTS UNDER THAT CERTAIN LOAN AND SECURITY
AGREEMENT AMONG BORROWER, CLARIENT DIAGNOSTIC SERVICES, INC., CLRT ACQUISITION,
LLC, AND GENERAL ELECTRIC CAPITAL CORPORATION (AS AMENDED, THE "GE LOAN
AGREEMENT") OR (B) THE MONIES OWING UNDER THE GE LOAN AGREEMENT HAVE BEEN PAID
IN FULL AND THE REVOLVING LOAN COMMITMENT (AS DEFINED THEREIN) HAS BEEN
TERMINATED.
IN WITNESS WHEREOF, THE UNDERSIGNED HAVE EXECUTED THIS AMENDMENT AS OF THE FIRST
DATE ABOVE WRITTEN.
CLARIENT, INC.
By:
Title:
COMERICA BANK
By:
Title:
2
Attachment
Affirmation and Amendment of Subordination Agreement