Exhibit 10.4
WAIVER AND EIGHTH AMENDMENT
TO
LOAN AGREEMENT
This Waiver and Eighth Amendment to
Loan Agreement is entered into as of February 28, 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, and that certain
Seventh Amendment to Loan Agreement dated as of January 17, 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.
The following defined term is amended in Section 1.1 of the
Agreement to read as follows;
“Revolving Maturity
Date” means February 27, 2008.
2.
Bank hereby waives Borrower’s failure to comply with Section
6.8 (Tangible Net Worth co
