FIRST AMENDMENT TO CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

This First Amendment to Credit Agreement (“Amendment”) is made as of this 30th day of January, 2009, by and among Gemino Healthcare Finance, LLC (“Lender”) and Clarient, Inc., Clarient Diagnostic Services, Inc. and ChromaVision International, Inc.  (collectively, the “Borrowers”).

BACKGROUND

A. Borrowers and Lender are parties to a certain Credit Agreement dated July 31, 2008 (as modified and amended from time to time, the “Credit Agreement”), pursuant to which Borrowers established certain financing arrangements with Lender.  The Credit Agreement and all instruments, documents and agreements executed in connection therewith, or related thereto are referred to herein collectively as the “Existing Credit Documents.”  All capitalized terms not otherwise defined herein shall have the meanings ascribed thereto in the Credit Agreement.

B. Borrowers have requested and Lender has agreed to amend the terms and conditions of the Existing Credit Documents, pursuant to the terms and conditions of this Amendment.

C. Borrowers and Lender desire to set forth their agreement in writing.

NOW THEREFORE, with the foregoing Background deemed incorporated by reference and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto, intending to be legally bound, covenant and agree as follows:

1. Amendment.  Upon the effectiveness of this Amendment, the Credit Agreement is hereby amended in the following manner:

(a) Section 2.01(d) of the Credit Agreement is hereby amended and restated as follows:

(d) The initial term of the Credit Facility (“Initial Term”) shall expire on February 27, 2009; provided that, (i) so long as (A) no Unmatured Event of Default or Event of Default has occurred and is continuing,  (B) no later than February 13, 2009, Borrowers have delivered to Lender evidence, in form and substance satisfactory to Lender, that the First SubDebt Extension has occurred and (C) Borrowers shall have executed and delivered to Lender such amendments and other documents required by Lender to amend Section 6.06 hereof, such amendment to include financial covenants for the period from January 1, 2009 through January 31, 2010, in form and substance satisfactory to Lender in its sole discretion, and such other terms and conditions required by Lender, all in form and substance satisfactory to Lender, the Initial Term shall be automatically extended to January 31, 2010 and (ii) so long as (A) no Unmatured Event of Default or Event of Default has occurred and is continuing, (B) no later than thirty (30) days prior to the last day of the Initial Term (as extended pursuant to Section 2.01(d)(i) above), Borrowers have delivered to Lender evidence, in form and substance satisfactory to Lender, that the Second SubDebt Extension has occurred, and

(C) Borrowers shall have executed and delivered to Lender such amendments and other documents required by Lender to amend Section 6.06 hereof, such amendment to include financial covenants for the period from January 1, 2010 through January 31, 2011, in form and substance satisfactory to Lender in its sole discretion, and such other terms and conditions required by Lender, all in form and substance satisfactory to Lender, such Initial Term shall be automatically extended to January 31, 2011.  All Revolving Loans shall be repaid on or before the earlier of the last day of the Initial Term or upon termination of the Credit Facility or termination of this Agreement (“Maturity Date”).  After the Maturity Date no further Revolving Loans shall be available from Lender.

(b) Definition.  The following definition in Annex 1 to the Credit Agreement is hereby amended and restated as follows:

“First SubDebt Extension” means the occurrence prior to February 13, 2009 of both (i) either (A) the extension of the maturity date of the Comerica Subordinated Debt to a date no earlier than February 26, 2010 pursuant to terms, conditions and documentation, in form and substance satisfactory to the Lender in its sole discretion, or (B) the replacement or refinancing of the Comerica Subordinated Debt with Replacement Subordinated Debt in an amount not less than the outstanding balance of the Comerica Subordinated Debt (including, without limitation, principal, accrued interest, fees, costs and expenses)  and with a maturity date no earlier than February 26, 2010 (“Comerica Replacement Subordinated Debt”) AND (ii) either (A) the extension of the maturity date of the Safeguard Subordinated Debt to a date no earlier than April 1, 2010 pursuant to terms, conditions and documentation, in form and substance satisfactory to the Lender in its sole discretion, or (B) the replacement or refinancing of the Safeguard Subordinated Debt with Replacement Subordinated Debt in an amount not less than the outstanding balance of the Safeguard Subordinated Debt (including, without limitation, principal, accrued interest, fees, costs and expenses) and with a maturity date no earlier than April 1, 2010 (“Safeguard Replacement Subordinated Debt”).

2. Consent.  Upon the effectiveness of this Amendment, Lender hereby consents to Borrower entering into an amendment to the Comerica Loan Documents, in form and substance satisfactory to Lender in its sole discretion and substantially in the form attached hereto as Exhibit A (the “Comerica Amendment”), evidencing an extension of the maturity date of the Comerica Subordinated Debt to a date no earlier than March 26, 2009.

3. Representations and Warranties.  Each Borrower represents and warrants to Lender  that:

(a) All warranties and representations made to Lender under the Credit Agreement and the Existing Credit Documents are true and correct as of the date hereof (except as to such

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warranties and representations which are as of a specific date, which warranties and representations are true and correct as of such date).

(b) The execution and delivery by such Borrower of this Amendment the performance by it of the transactions herein contemplated (i) are and will be within its powers, (ii) have been authorized by all necessary organizational action, and (iii) are not and will not be in contravention of any order of any court or other agency of government, of law or any other indenture, agreement or undertaking to which any Borrower is a party or by 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,

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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 secure the Obligations.  All Collateral remains free and clear of any liens other than liens in favor of Lender and Permitted Liens.  Nothing herein contained is intended to in any way impair or limit the validity, priority, and extent of Lender’s existing security interest in and liens upon the Collateral.

8. Governing Law.  This Amendment, and all matters arising out of or relating to this Amendment, shall be governed by and construed in accordance with the Laws of the Commonwealth of Pennsylvania, without giving effect to principles of conflicts of Laws, and shall be construed without the aid of any canon, custom or rule of law requiring construction against the draftsman.

9. Release. As further consideration for Lender’s agreement to grant the accommodations set forth herein, each Borrower hereby waives and releases and forever discharges Lender and its officers, directors, attorneys, agents and employees from any liability, damage, claim, loss or expense of any kind that Borrowers, or any of them, may have against Lender arising out of or relating to the Obligations, this Amendment or the Loan Documents.

10. Counterparts.  This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same respective agreement.  Signature by facsimile or PDF shall bind the parties hereto.

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IN WITNESS WHEREOF, the parties have executed this Amendment the day and year first above written.

BORROWERS:	CLARIENT, INC.
	By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
	Name:				Xxxxxx X. Xxxxxxx, Xx.
	Title:				Chief Executive Officer
	CLARIENT DIAGNOSTIC SERVICES, INC.
	By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
	Name:				Xxxxxx X. Xxxxxxx, Xx.
	Title:				Chief Executive Officer
	CHROMAVISION INTERNATIONAL, INC.
	By:	/s/ Xxxxxx X. Xxxxxxx, Xx.
	Name:				Xxxxxx X. Xxxxxxx, Xx.
	Title:				Chief Executive Officer
LENDER:	GEMINO HEALTHCARE FINANCE, LLC
	By:	/s/ Xxxxxx X. Xxxxxxxxx
	Name:			Xxxxxx X. Xxxxxxxxx
	Title:		Senior Portfolio Manager

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