Exhibit
10(t)(vii)
AMENDMENT NO. 10 AND WAIVER TO CREDIT
AGREEMENT
AMENDMENT NO. 10 AND WAIVER ,
dated as of November 9, 2007 (this “Amendment and
Waiver”), with respect to the Credit Agreement, dated as of
May 20, 2002 (as same has been and may be further amended,
restated, supplemented or modified, from time to time, the
“Credit Agreement”), by and between
AMERICAN MEDICAL ALERT CORP .,
a New York corporation (the “Company”) and
JPMORGAN CHASE BANK, N.A., as
successor-in-interest to The Bank of New York, a national banking
association (the “Lender”).
RECITALS
The
Company has requested and the Lender has agreed, subject to
the terms and conditions of this Amendment and Waiver, to
amend and waive certain provisions of the Credit Agreement as
herein set forth.
Accordingly,
in consideration of the premises and of the mutual covenants
and agreements hereinafter set forth, the parties hereto agree
as follows:
1.
Amendment .
The table in Section 7.13(a) is hereby amended and restated in its
entirety to provide as follows:
|
“
Fiscal
Quarter Ending
|
Ratio
|
| |
|
|
December
31, 2007
|
1.02:1.00
|
|
March
3l, 2008
|
1.04:1.00
|
|
June
30, 2008
|
1.06:1.00
|
|
September30,
2008
|
1.08:1.00
|
|
December
30, 2008 and thereafter
|
1.10:1.00”
|
2.
Waiver .
The Bank hereby waives compliance by the Company with Section
7.13(a) of the Credit Agreement,
Consolidated Fixed Charge Coverage Ratio ,
for the fiscal quarter ended September 30, 2007
provided that
the Consolidated Fixed Charge Coverage Ratio was not less than
0.75:1.00, at the end of such fiscal quarter.
3.
Conditions of Effectiveness .
This Amendment and Waiver shall become effective upon receipt by
the Lender of this Amendment and Waiver, duly executed by the
Company and each Guarantor.
4.
Miscellaneous .
(a)
This
Amendment and Waiver shall he governed by and construed in
accordance with the laws of the State of New
York.
(b)
All
terms used herein shall have the same meaning as in the Credit
Agreement, as amended hereby, unless specifically defined
herein.
(c)
This
Amendment and Waiver shall constitute a Loan
Document.
(d)
Except
as expressly amended and waived hereby, the Credit Agreement
remains in full force and effect in accordance with the terms
thereof. The Credit Agreement and the Loan Documents are each
ratified and confirmed in all respects by the Company. The
amendment and waiver. herein are limited specifically to the
matters set forth above and for the specific instance and
purpose for which
