Exhibit 99.2
TENTH AMENDMENT
AND WAIVER
TO LOAN AGREEMENT
This Tenth
Amendment and Waiver to Loan Agreement is entered into as of
November 1, 2007 (the “Amendment”) by and between
COMERICA BANK (“Bank”) and CLARIENT, INC.
(“Borrower”).
RECITALS
Borrower and Bank
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, that certain Seventh Amendment to Loan Agreement dated as of
January 17, 2007, that certain Waiver and Eighth Amendment to Loan
Agreement dated as of February 28, 2007, and that certain Ninth
Amendment to Loan Agreement dated as of March 15, 2007
(collectively, the “Agreement”). The parties
desire to further amend the Agreement in accordance with the terms
of this Amendment.
NOW, THEREFORE,
the parties agree as follows:
1.
Bank hereby waives Borrower’s failure to comply with Section
6.8 (Net Worth covenant) of the Agreement for the period from
August 1, 2007 through October 30, 2007. Bank does not waive
Borrower’s obligations under such Section for any period
after October 30, 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 October 30,
2007.
2.
Section 6.8 of the Agreement is amended to read as follows,
effective October 30, 2007:
6.8 Net Worth. Borrower shall maintain, at all times
during the following periods, a minimum Net Worth, as
follows:
|
Period
|
|
Minimum
Net Worth
|
|
|
|
|
|
|
|
Three months ending
12/31/07
|
|
$
|
(2,800,000
|
)
|
|
Three months ending
03/31/08
|
|
$
|
(5,300,000
|
)
|
|
Three months ending
06/30/08
|
|
$
|
(6,740,000
|
)
|
|
Three months ending
09/30/08 and thereafter
|
|
$
|
(7,500,000
|
)
|
3.
Exhibit C to the Agreement is replaced with Exhibit C attached
hereto.
4.
Unless otherwise defined, all initially capitalized terms in this
Amendment shall have the respective meanings set forth in
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