Exhibit
10.1





WAIVER
TO CREDIT AGREEMENT





WAIVER,dated as of September
29, 2010 (this “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.,
successor in interest to The Bank of New York, a national banking association
(the “Lender”).





RECITALS





The
Lender has been advised by the Company that the Company has formed Alpha Message
Center Acquisition Corp., a New York corporation (“Newco”) and that
pursuant to an Agreement  (the “Acquisition
Agreement”) between Newco and Alpha Message Center, Inc., a New Jersey
corporation (“Seller”), Newco will
acquire certain assets and specified liabilities of the Seller (the “Acquisition”).





The
Company has requested, and the Lender has agreed subject to the terms and
conditions of this Waiver, to waive compliance with Sections 7.02 and 7.06(c) of
the Credit Agreement with respect to the consummation of Acquisition, 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.        Waivers.   The
Lender hereby waives compliance with the provisions of Section 7.02
[Indebtedness] and Section 7.06(c) [Loans and Investments] of the Credit
Agreement and clauses “(c)” [re: late delivery of acquisition documentation],
“(e)” [re: projections and pro forma statements] and “(g)” [re: pro forma
covenant calculations] of the definition of “Permitted Acquisitions” in Section
1.01 of the Credit Agreement, solely in order to permit the Newco to consummate
the Acquisition, provided that (a) no
Default or Event of Default has occurred and is then continuing, (b) Newco shall
not pay the “earnout” described in Sections 2.1d and 2.1e of the Acquisition
Agreement if (i) a Default or Event of Default has occurred and is then
continuing or (ii) such payments would exceed $350,000, in the aggregate, and
(c) the Lender shall not require that the Company or Newco provide the
projections, pro forma statements or pro forma financial covenant calculation
described in clauses “(e)” and “(g)” of the definition of Permitted
Acquisitions, provided further that, after
giving effect to the waivers described above, all other requirements set forth
in the definition of “Permitted Acquisition” have been satisfied.





2.        Conditions
of Effectiveness. This Waiver shall become effective upon receipt by the
Lender of this Waiver, duly executed by the Company and each Guarantor and
those documents and information required to be delivered to the Lender pursuant
to the definition of “Permitted Acquisition” in Section 1.01 of the Credit
Agreement.





3.        Miscellaneous.





(a)           This
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, unless
specifically defined herein.




(c)           This
Waiver shall constitute a Loan Document.









(d)           Except
as expressly 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 waivers herein are limited specifically to the matter
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 other 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 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 after
giving effect to this Waiver.




(f)           The
Company hereby represents and warrants that, (i) except with respect to the
matters described in the Press Release (as defined in Amendment No. 2 to Credit
Agreement, dated as of March 28, 2005 between the Company and the Lender), 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; provided that, the  Lender hereby acknowledges and agrees
that the representations and warranties of the Company contained in the Credit
Agreement and those covenants set forth in Sections 6.05, 6.06, 6.07, and 6.12
of the Credit Agreement shall not be deemed (prior to, at or after this date of
this Waiver) to be breached as a result of the matters described in the Press
Release, provided that such matter or matters do not now or shall not hereafter
cause a Material Adverse Effect or cause the occurrence of any other Event of
Default, it being agreed and understood that the $1,500,000 charge described in
the Press Release, in itself, will not be deemed to constitute a Material
Adverse Effect.




(g)           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 Notes, 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 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, (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 and (c) represents and warrants that the execution, delivery and
performance by the Company of this Waiver has been duly authorized by all
requisite corporate action, if any.




(h)           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.




[next
page is signature page]









IN WITNESS WHEREOF, the
Company and the Lender have caused this 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: PresidentJPMORGAN
      CHASE BANK, N.A.By:
                  /s/Carolyn
      LattanziName:Carolyn 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 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 (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 Waiver and that all such
liens shall be deemed granted, pledged and/or assigned to the Lender as security
for the Guarantee Obligations.





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 each ofthe
      foregoing corporations