Exhibit 10.1
AMENDMENT NO. 12 AND WAIVER TO
CREDIT AGREEMENT
AMENDMENT NO. 12 AND WAIVER,
dated as of August 13, 2009 (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, all 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:
(a) The
following definition in Section 1.01 of the Credit Agreement is
hereby amended and restated in its entirety to provide as
follows:
“Revolving Credit Commitment Termination
Date” shall mean June 30, 2011.
(b) Section
6.03(a) of the Credit Agreement is hereby amended and restated in
its entirety to provide as follows:
“(a) (i)
as soon as available, but in any event within ninety (90) days
after the end of each fiscal year of the Company, a copy of the
audited consolidated balance sheet of the Company and the Corporate
Guarantors as of the end of such year and the related audited
consolidated statements of income, retained earnings and cash flow
for such year, setting forth in comparative form the respective
figures as of the end of and for the previous fiscal year, and
accompanied by a report thereon of Margolin, Winer & Evens, LLP
or other independent certified public accountants of recognized
standing selected by the Company and satisfactory to the Lender
(the “Auditor”), which report shall be unqualified; and
(ii) as soon as available, but in any event within one hundred five
(105) days after the end of each fiscal year of the Company, a copy
of the management prepared consolidating financial statements of
the Company and the Corporate Guarantors setting forth the
respective figures as of the end of such fiscal year which support
the financial statements delivered pursuant to clause (i), in each
case of (i) and (ii), prepared in accordance with Generally
Accepted Accounting Principles, applied on a consistent basis, and
with respect to the statements referred to in clause (ii),
accompanied by a certificate to that effect executed by the Chief
Financial Officer;”
(c) Section
6.03(b) of the Credit Agreement is hereby amended and restated in
its entirety to provide as follows:
“(b) (i)
as soon as available, but in any event not later than forty-five
(45) days after the end of each quarterly period of each fiscal
year of the Company, a copy of the management prepared consolidated
interim balance sheet of the Company and the Corporate Guarantors
as of the end of each such fiscal quarter and the related
management prepared interim consolidated statements of income,
retained earnings and cash flow for such quarter and the portion of
the fiscal year through such date, setting forth in comparative
form the respective figures as of the end of and for the
corresponding date and period in the previous fiscal year, and (ii)
as soon as available, but in any event within sixty (60) days after
the end of each quarterly period of each fiscal year of the
Company, a copy of the management prepared consolidating interim
balance sheet of the Company and the Corporate
Guarantors as of the end of each such fiscal quarter and
the related management prepared interim consolidating statement of
income for the portion of the fiscal year through such date, in
each case prepared in accordance with Generally Accepted Accounting
Principles, applied on a consistent basis, and, simultaneously with
delivery of the financial statements described in clause (ii)
herein, a certificate to that effect executed by the Chief
Financial Officer;”
(d) Section
6.03(d) of the Credit Agreement is hereby amended and restated in
its entirety to provide as follows:
“(d) at
all times indicated in clause (a)(ii) above a copy of the
management letter, if any, prepared by the
Auditor;”
(e) Section
6.03(g) of the Credit Agreement is hereby amended and restated in
its entirety to provide as follows:
