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:
 
 1.
              Amendments.
 
 (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:
 
 “(g)           upon
request by the Lender, (i)  a summary of accounts receivable, accounts
payable and inventory, with respect to the Company, on a consolidated and
consolidating basis, prepared in accordance with Generally Accepted Accounting
Principles applied on a consistent basis and (ii) a report, in form and
substance satisfactory to the Lender, of recurring revenue of the Company and
the Corporate Guarantors;”
 
 (f)           Section
6.03(h) of the Credit Agreement is hereby amended and restated in its entirety
to provide as follows:
 
 “(h)           within
thirty (30) days after the end of each month, (i) a Borrowing Base Certificate
and (ii) accounts receivable aging report; and”
 
 2.           Waiver.   The Lender hereby waives compliance by the Company with
Section 6.13 solely with respect to the delivery of a Guaranty, Security
Documents and all other documents described therein which are required to be
delivered by an Affiliate of the Company, all with respect to NM Call Center,
Inc., a New York corporation (“NMCC”) and wholly-owned Subsidiary of the
Company, provided that if NMCC
shall at any time after the date hereof generate earnings or revenues and/or
have assets in excess of $750,000, NMCC shall deliver to the Bank a Guaranty,
such Security Documents and such other documents referred to in Section 6.13, in
order for NMCC to become a Guarantor and grant to the Lender a security interest
in its assets.
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 3.           Conditions of
Effectiveness. This Amendment and Waiver shall become effective upon
receipt by (1) the Lender of (a) this Amendment and Waiver, duly executed by the
Company and each Guarantor, (b) a certificate of the Secretary or Assistant
Secretary of the Company, dated as of the date hereof, in the form of Exhibit 1 hereto, and
(c) such other documents, instruments and agreements that the Lender shall
reasonably require with respect thereto and (2) Farrell Fritz, P.C., of its
reasonable attorneys’ fees and expenses incurred in connection with the
preparation, execution and delivery of this Amendment and Waiver, plus all
outstanding amounts owed to Farrell Fritz, P.C. for unpaid attorney’s fees and
expenses.
 
 4.           Miscellaneous.
 
 (a)           This
Amendment and Waiver shall be 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 amendments 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 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 under 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 that all such liens
shall be deemed granted, pledged and/or assigned to the Lender as security for
the Company’s obligations to the Lender; 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 agreement.
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 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.
 AMERICAN
      MEDICAL ALERT CORP.By:
                /s/
      Jack RhianName:
      Jack RhianTitle:   President
      and CEO
  JPMORGAN
      CHASE BANK, N.A.By:
              /s/ Carolyn
      B. LattanziName:  Carolyn
      B. LattanziTitle:    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 its obligations thereunder
include obligations of the Company owing to the Lender in connection with the
increase in the Revolving Credit Commitment, and (c) (i) all 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
Guaranteed Obligations (as defined in the Guaranty) shall not be impaired,
limited or affected in any manner whatsoever by reason of this Amendment and
Waiver.
 HCI
      ACQUISITION CORP.
                  SAFE
      COM INC.
                  LIVE
      MESSAGE AMERICA ACQUISITION CORP.
                  NORTH
      SHORE ANSWERING SERVICE, INC.
                  ANSWER
      CONNECTICUT ACQUSITION CORP.
                  MD
      ONCALL ACQUISITION CORP.
                  AMERICAN
      MEDICONNECT ACQUISITION CORP.By:
              /s/ Jack
      RhianJack
      Rhian, the President of eachof
      the foregoing corporations
 
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