Contract
WAIVER, dated as of July 12,
2010 (this “Waiver”) 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”).
WHEREAS, the Company has
requested and the Lender has agreed, subject to the terms and conditions of this
Waiver, to waive compliance with certain provisions of the Credit Agreement as
hereinafter set forth.
NOW, THEREFORE, in
consideration of the premises and of the mutual agreements herein contained, the
parties hereto agree as follows:
1. Waiver. The
Lender hereby waives compliance with the provisions of Section 7.15 of the
Credit Agreement solely in order to permit the Company to pay a special dividend
during the months of September or October 2010 equal to ten cents ($.10) per
share of the outstanding common stock of the Company as of September 13, 2010,
provided that no Default or Event of Default has occurred and is then
continuing, all in accordance with the resolutions approved by the Board of
Directors of the Company with respect thereto.
2. Conditions
to Effectiveness. This Waiver shall become effective upon
receipt by (1) the Lender of (a) this Waiver, duly executed by the Company and
(b) a copy of the resolutions adopted by the Board of Directors of the Company
with respect to the dividend described in paragraph 1 above, certified by the
Secretary or Assistant Secretary of the Company.
3. Miscellaneous.
Capitalized
terms used herein and not otherwise defined herein shall have the same meanings
as defined in the Credit Agreement.
Except as
expressly waived hereby, the Credit Agreement shall remain in full force and
effect in accordance with the original terms thereof.
The
waiver set forth above is limited specifically to the matter set forth above and
for the specific instance and purpose given and does not constitute directly or
by implication a waiver or amendment of any other provision of the Credit
Agreement or a waiver of any Default or Event of Default, whether now existing
or hereafter arising, which may occur or may have occurred.
Except as
expressly waived hereby, the Credit Agreement shall remain in full force and
effect in accordance with the original terms thereof. The Credit
Agreement is ratified and confirmed in all respects by the Company.
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 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.
The
Company hereby: (a) acknowledges and confirms that, notwithstanding the
consummation of the transactions contemplated by this 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 under the Credit Agreement and the other Loan Documents
shall not be impaired, limited or affected in any manner whatsoever by reason of
this 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.
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The
Company hereby further represents and warrants that the execution, delivery and
performance by the Company of this Waiver, (a) have been duly authorized by all
requisite corporate action, (b) will not violate or require any consent (other
than consents as have been made or obtained and which are in full force and
effect) under (i) any provision of law applicable to the Company, any applicable
rule or regulation of any Governmental Authority, or the Certificate of
Incorporation or By-laws of the Company, (ii) any order of any court or other
Governmental Authority binding on the Company or (iii) any agreement or
instrument binding on the Company. Each of this Waiver and the Credit
Agreement constitutes a legal, valid and binding obligation of the
Company.
This
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 Waiver.
This
Waiver shall constitute a Loan Document.
THIS
WAIVER SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS.
IN WITNESS WHEREOF, the
Company and the Lender have caused this Waiver to be duly executed by their duly
authorized officers, all as of the day and year first above
written.
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By:
/s/ Xxxx Rhian
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Name:
Xxxx Rhian
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Title: President
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JPMORGAN
CHASE BANK, N.A.
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By:
/s/ Xxxxxxx X. Xxxxxxxx
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Name:
Xxxxxxx X. Xxxxxxxx
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Title: Vice
President
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