AMENDMENT NO. 10 AND WAIVER TO CREDIT AGREEMENT
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 given and
do not
constitute directly or by implication an amendment or waiver of any other
provisions of the Credit Agreement or a waiver of any Default or Event of
Default which may occur or may have occurred under the Credit Agreement or
any
other Loan Document.
(e) Upon
the
effectiveness of this Amendment and Waiver, each reference in the Credit
Agreement and the other Loan Documents to “this Agreement”, “hereunder”,
“hereof”, “herein” or words of like import shall mean and be a reference to the
Credit Agreement, as amended hereby.
(f) The
Company hereby represents and warrants that, (i) the representations and
warranties by the Company pursuant to the Credit Agreement and each other
Loan
Document, as updated by the Schedules attached hereto, are true and correct,
in
all material respects, on the date hereof, and (ii) no Default or Event of
Default exists under the Credit Agreement or any other Loan Document.
(g) The
Company hereby: (a) acknowledges and confirms that, notwithstanding the
consummation of the transactions contemplated by this Amendment and Waiver,
(i)
all terms and provisions contained in the Security Documents are, and shall
remain, in full force and effect in accordance with their respective terms
and
(ii) the liens heretofore granted, pledged and/or assigned to the Lender
as
security for the Company’s obligations tinder the Notes, the Credit Agreement
and the other Loan Documents shall not be impaired, limited or affected in
any
manner whatsoever by reason of this Amendment and Waiver; and (b) represents,
warrants and confirms the non-existence of any offsets, defenses, or
counterclaims to its obligations under the Credit Agreement or any Loan
Document.
(h) This
Amendment and Waiver may be executed in one or more counterparts, each of
which
shall constitute an original, but all of which, when taken together, shall
constitute but one Amendment and Waiver.
[next
page is signature page]
2
IN
WITNESS WHEREOF,
the
Company and the Lender have caused this Amendment and Waiver to be duly executed
by their duly authorized officers as of the day and year first above written,
|
|
|||
|
By:
|
/s/ Xxxx Rhian | ||
|
Name
Xxxx Rhian
|
|||
|
Title:
President
|
|||
|
JPMORGAN
CHASE BANK, N.A.
|
|||
|
By:
|
/s/
Xxxxxxx X. Xxxxxxxx
|
||
|
Name:
Xxxxxxx X. Xxxxxxxx
|
|||
|
Title:
Senior Vice President
|
|||
The
undersigned, not parties to the Credit Agreement but as Guarantors under
their
respective Guaranties executed in favor of the Lender, dated as of May 20,
2002,
and as Grantors under the Security Agreement, dated as of May 20, 2002, each
hereby (a) accept and agree to the terms of the foregoing Amendment and Waiver,
(b) acknowledge and confirm that all terms and provisions contained in their
respective Guaranty are, and shall remain, in full force and effect in
accordance with their respective terms and that has obligations thereunder,
and
(c) (i) 1l terms and provisions contained in the Security Agreement are and
shall remain, in full force and effect in accordance with their respective
terms
and (ii) the liens heretofore granted, pledged and/or assigned to the Lender
as
security for the Guarantee Obligations (as defined in the Guaranty) shall
not be
impaired, limited or affected in any manner whatsoever by reason of this
Amendment and Waiver and that all such liens continue to be granted pledged
and/or assigned to the Lender as security for the Guarantee Obligations.
|
HCI
ACQUISITION CORP.
|
|||
|
SAFE
COM NC.
|
|||
|
LIVE
MESSAGE AMERICA ACQUISITION CORP.
|
|||
|
NORTH
SHORE ANSWERING SERVICE, INC.
|
|||
|
ANSWER
CONNECTICUT ACQUSITION CORP.
|
|||
|
MID
ONCALL ACQUISITION CORP.
|
|||
|
AMERICAN
MEDICONNECT ACQUISITION CORP.
|
|||
|
By:
|
/s/
Xxxx Rhian
|
||
|
Xxxx
Rhian, the President of each
|
|||
|
of
the foregoing corporations
|
|||
3
