ITS RESPECTIVE TERMS.
(D)
NO EVENT OF DEFAULT OR UNMATURED EVENT OF DEFAULT, OTHER THAN THE
EXISTING DEFAULT, HAS OCCURRED AND IS CONTINUING UNDER THE CREDIT AGREEMENT OR
ANY OF THE OTHER EXISTING CREDIT DOCUMENTS.
(E)
THE COMERICA SUBORDINATED DEBT HAS BEEN PAID IN FULL (OTHER THAN
WITH RESPECT TO THE COMERICA LETTER OF CREDIT (AS DEFINED IN THE COMERICA LETTER
AGREEMENT (AS DEFINED BELOW))) AND THE COMERICA LOAN DOCUMENTS HAVE BEEN
TERMINATED PURSUANT TO THE TERMS OF THE CERTAIN LETTER AGREEMENT DATED MARCH 26,
2009 AMONG BORROWERS AND LENDER AND ACKNOWLEDGED BY COMERICA ("COMERICA LETTER
AGREEMENT").
(F)
THE SAFEGUARD SUBORDINATED DEBT HAS BEEN PAID IN FULL (EXCEPT
CERTAIN OBLIGATIONS WITH RESPECT TO THAT CERTAIN AMENDED AND RESTATED
REGISTRATION RIGHTS AGREEMENT DATED FEBRUARY 27, 2009 AMONG CLARIENT, SAFEGUARD,
SAFEGUARD SCIENTIFICS, INC. AND SAFEGUARD DELAWARE ("SAFEGUARD REGISTRATION
RIGHTS AGREEMENT") AND THE SAFEGUARD LOAN DOCUMENTS HAVE BEEN TERMINATED (OTHER
THAN CERTAIN WARRANTS (AS DEFINED IN THE SAFEGUARD SUBORDINATION AGREEMENT) AND
THE SAFEGUARD REGISTRATION RIGHTS AGREEMENT), PURSUANT TO THE TERMS OF THAT
CERTAIN LETTER AGREEMENT DATED MAY 14, 2009 AMONG BORROWERS AND LENDER.
4.
AMENDMENT FEE.
PRIOR THE TO THE EFFECTIVENESS OF THIS AMENDMENT,
BORROWERS SHALL PAY TO LENDER A NONREFUNDABLE AMENDMENT FEE ("AMENDMENT FEE")
EQUAL TO $5,000, WHICH AMENDMENT FEE SHALL BE FULLY EARNED UPON EXECUTION OF
THIS AMENDMENT.
5.
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;
4
(B)
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;
(C)
NO UNMATURED EVENT OF DEFAULT OR EVENT OF DEFAULT, OTHER THAN THE
EXISTING DEFAULT, SHALL HAVE OCCURRED AND BE CONTINUING UNDER THE EXISTING
CREDIT DOCUMENTS;
(D)
PAYMENT BY BORROWERS OF ANY AND ALL COSTS, FEES AND EXPENSES OF
LENDER (INCLUDING, THE AMENDMENT FEE AND ATTORNEYS' FEES) IN CONNECTION WITH
THIS AMENDMENT AND THE TRANSACTION CONTEMPLATED HEREBY; AND
(E)
EXECUTION AND/OR DELIVERY BY BORROWERS OF ALL AGREEMENTS,
INSTRUMENTS AND DOCUMENTS REQUESTED BY LENDER TO EFFECTUATE AND IMPLEMENT THE
TERMS HEREOF AND THE EXISTING CREDIT DOCUMENTS.
6.
CONFIRMATION OF INDEBTEDNESS.
BORROWERS HEREBY ACKNOWLEDGE AND
CONFIRM THAT AS OF THE CLOSE OF BUSINESS ON NOVEMBER 10, 2009, BORROWERS ARE
INDEBTED TO LENDER, WITHOUT DEFENSE, SETOFF, CLAIM OR COUNTERCLAIM, UNDER THE
EXISTING CREDIT DOCUMENTS, IN THE AGGREGATE PRINCIPAL AMOUNT OF $5,968,656.59
PLUS ALL FEES, COSTS AND EXPENSES (INCLUDING ATTORNEYS' FEES) INCURRED TO DATE
IN CONNECTION WITH THE EXISTING CREDIT DOCUMENTS.
7.
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