WHICH THE PROPERTY OF SUCH BORROWER IS BOUND, OR BE IN CONFLICT WITH,
RESULT IN A BREACH OF, OR CONSTITUTE (WITH DUE NOTICE AND/OR LAPSE OF TIME) A
DEFAULT UNDER ANY SUCH INDENTURE, AGREEMENT OR UNDERTAKING OR RESULT IN THE
IMPOSITION OF ANY LIEN, CHARGE OR ENCUMBRANCE OF ANY NATURE ON ANY OF THE
PROPERTIES OF SUCH BORROWER.
(C)
THIS AMENDMENT AND ANY ASSIGNMENT,
INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED AND DELIVERED IN CONNECTION
HEREWITH, IS VALID, BINDING AND ENFORCEABLE IN ACCORDANCE WITH ITS RESPECTIVE
TERMS.
(D)
NO EVENT OF DEFAULT OR UNMATURED EVENT OF
DEFAULT HAS OCCURRED AND IS CONTINUING UNDER THE CREDIT AGREEMENT OR ANY OF THE
OTHER EXISTING CREDIT DOCUMENTS.
4.
EFFECTIVENESS CONDITIONS.
THIS
AMENDMENT SHALL BE EFFECTIVE UPON COMPLETION OF THE FOLLOWING CONDITIONS
PRECEDENT (ALL DOCUMENTS AND OTHER ITEMS TO BE IN FORM AND SUBSTANCE
SATISFACTORY TO LENDER AND LENDER'S COUNSEL):
(A)
EXECUTION AND DELIVERY BY BORROWERS OF THIS
AMENDMENT;
(B)
DELIVERY BY BORROWERS OF THE FULLY EXECUTED
COMERICA AMENDMENT, ALONG WITH (I) A COPY OF THE WRITTEN CONSENT TO SUCH
AMENDMENT FROM SAFEGUARD DELAWARE, INC. AND SAFEGUARD SCIENTIFICS
(DELAWARE), INC.
(COLLECTIVELY, "SAFEGUARD") REQUIRED PURSUANT TO
SECTION 1(C) OF THE AMENDED AND RESTATED REIMBURSEMENT AND INDEMNITY AGREEMENT
DATED JANUARY 17, 2007 AMONG CLARIENT, INC. AND SAFEGUARD, AS AMENDED, AND
(II) EVIDENCE THAT ALL CONDITIONS TO THE EFFECTIVENESS OF SUCH AMENDMENT HAVE
BEEN SATISFIED, ALL ON TERMS AND CONDITIONS SATISFACTORY TO LENDER;
(C)
DELIVERY BY BORROWERS OF CERTIFIED COPIES
OF RESOLUTIONS OF EACH BORROWER'S BOARD OF DIRECTORS, GENERAL PARTNERS, MEMBERS
OR MANAGERS, AS APPLICABLE, AUTHORIZING THE EXECUTION OF THIS AMENDMENT AND EACH
DOCUMENT REQUIRED TO BE DELIVERED BY ANY SECTION HEREOF;
(D)
NO UNMATURED EVENT OF DEFAULT OR EVENT OF
DEFAULT SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE LOAN DOCUMENTS;
(E)
PAYMENT BY BORROWERS OF ANY AND ALL COSTS,
FEES AND EXPENSES OF LENDER (INCLUDING, ATTORNEYS' FEES) IN CONNECTION WITH THIS
AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY; AND
(F)
EXECUTION AND/OR DELIVERY BY BORROWERS OF
ALL AGREEMENTS, INSTRUMENTS AND DOCUMENTS REQUESTED BY LENDER TO EFFECTUATE AND
IMPLEMENT THE TERMS HEREOF AND THE LOAN DOCUMENTS.
5.
CONFIRMATION OF INDEBTEDNESS.
BORROWERS HEREBY ACKNOWLEDGE AND CONFIRM THAT AS OF THE CLOSE OF BUSINESS ON
JANUARY 20, 2009, BORROWERS ARE INDEBTED TO LENDER, WITHOUT DEFENSE, SETOFF,
3
CLAIM OR COUNTERCLAIM, UNDER THE LOAN DOCUMENTS, IN THE AGGREGATE PRINCIPAL
AMOUNT OF $4,457,112.74 PLUS ALL FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS'
FEES) INCURRED TO DATE IN CONNECTION WITH THE LOAN DOCUMENTS.
6.
RATIFICATION OF EXISTING CREDIT
DOCUMENTS.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, ALL OF THE TERMS AND
CONDITIONS OF THE CREDIT AGREEMENT AND EXISTING CREDIT DOCUMENTS ARE HEREBY
RATIFIED AND CONFIRMED AND CONTINUE UNCHANGED AND IN FULL FORCE AND EFFECT.
ALL
REFERENCES TO THE CREDIT AGREEMENT SHALL MEAN THE CREDIT AGREEMENT
AS MODIFIED
BY THIS AMENDMENT.
7.
SECURITY INTEREST.
BORROWERS HEREBY
CONFIRM AND AGREE THAT ALL SECURITY INTERESTS AND LIENS GRANTED TO LENDER
CONTINUE TO BE PERFECTED, FIRST PRIORITY LIENS AND REMAIN IN FULL FORCE AND
EFFECT AND SHALL CONTINUE TO