Exhibit 10.5
AMENDMENT AND AFFIRMATION OF
GUARANTY
This AMENDMENT AND
AFFIRMATION OF GUARANTY is made as of February 28, 2007, by
and among SAFEGUARD DELAWARE, INC. (“SDI”), SAFEGUARD
SCIENTIFICS (DELAWARE), INC. (“SSI”; collectively with
SDI, “Guarantors”, each, a “Guarantor”) and
COMERICA BANK (“Bank”).
RECITALS
Bank and CLARIENT, INC.
(“Borrower”) are parties to that certain Loan Agreement
dated as of February 13, 2003, as amended, including without
limitation by that certain First Amendment to Loan Agreement dated
as of October 21, 2003, that certain Second Amendment to Loan
Agreement dated as of January 22, 2004, that certain Third
Amendment to Loan Agreement dated as of January 31, 2005, that
certain Fourth Amendment to Loan Agreement dated as of March 11,
2005, that certain Consent and Waiver dated as of July 13, 2005,
that certain letter agreement dated as of January 26, 2006, that
certain Waiver and Fifth Amendment to Loan Agreement dated as of
August 1, 2006, that certain Sixth Amendment to Loan Agreement
dated as of February 28, 2006, and that certain Seventh Amendment
to Loan Agreement dated as of January 17, 2007 (collectively, the
“Agreement”). Guarantors executed for the benefit
of Bank a Third Amended and Restated Unconditional Guaranty dated
as of January 17, 2007 (the “Guaranty”), guarantying
amounts owing by Borrower to Bank. Borrower and Bank
propose to enter into a Waiver and Eighth Amendment to Loan
Agreement of even date herewith (the “Amendment’),
which amends the Loan Agreement by, among other things, extending
the maturity date. Bank has agreed to enter into the
Amendment provided, among other things, that each Guarantor
consents to the Amendment and agrees that the Guaranty will remain
effective.
AGREEMENT
NOW, THEREFORE,
each Guarantor agre
