Exhibit 10(t)(ii)


 


AMENDMENT
NO. 2 TO CREDIT AGREEMENT


 


AMENDMENT NO. 2, dated
as of March  28, 2005 (this “Amendment”),
with respect to the Credit Agreement, dated as of May 20, 2002 (as same 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 THE BANK OF NEW YORK, a New York banking
corporation (the “Bank”).


 


RECITALS


 


The Company has requested, and the Bank has
agreed subject to the terms and conditions of this Amendment, to amend 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.                                       Amendments.


 


(a)           Section
1.01 of the Credit Agreement is hereby revised by amending and restating the
following definitions in their entirety to provide as follows:


 


“Applicable Margin” shall mean (a) 2.00% per
annum with respect to Revolving Credit Loans which are Adjusted Libor Loans and
0.00% per annum with respect to Revolving Credit Loans which are Alternate Base
Rate Loans and (b) 2.25% with respect to the Term Loan or any portion thereof
which is an Adjusted Libor Loan and 0.00% per annum with respect to the Term
Loan or any portion thereof which is an Alternate Base Rate Loan.


 


“Consolidated EBITDA” shall mean for any
period, the Consolidated Net Income (or net loss) for such period, plus the
sum, without duplication, of (a) gross interest expense, (b) depreciation and
amortization expenses, (c) all income taxes to any government or governmental
instrumentality expensed on the Company’s and any Corporate Guarantor’s books
(whether paid or accrued) and (d) non-recurring charges, not to exceed
$500,000, in the aggregate, incurred by the Company in order to upgrade certain
versions of its Personal Emergency Response System and related equipment, such
charges recorded or to be recorded in the fiscal quarter ended December 31, 2004
through the fiscal year ending December 31, 2005 minus all extraordinary or
unusual gains, in each case, determined on a consolidated basis for the Company
and the Corporate Guarantors in accordance with Generally Accepted Accounting
Principles applied on a consistent basis. 
All of the foregoing categories


 


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shall be calculated (without duplication)
over the four fiscal quarters next preceding the date of calculation thereof.


 


“Revolving Credit Commitment Termination Date”
shall mean May 20, 2008.


 


(b)          
Section 7.13(a) of the Credit Agreement is hereby amended and restated in its
entirety to provide as follows:


 


“(a)         Intentionally
Omitted.”


 


2.                                       Conditions
of Effectiveness: This Amendment shall become effective upon receipt by the
Bank of (a) this Amendment, 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) an amendment
fee of $2,000.


 


3.                                       Miscellaneous.


 


(a)                                  This Amendment 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 shall constitute a Loan Document.


 


(d)                                 Except
as expressly amended hereby, the Credit Agreement remains in full force and
effect in accordance with the terms thereof. 
The Credit Agreement is ratified and confirmed in all respects by the
Company.  The amendment herein is limited
specifically to the matter set forth above and for the specific instance and
purpose for which given and does not constitute directly or by implication an
amendment or waiver of any other provisions of the Credit Agreement or, except
as otherwise set forth below, 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, 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) except with respect to the
matters described in the Press Release (as hereinafter defined), 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


 


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Loan Document; provided that, the Bank 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 Amendment) to be breached as a result of the matters described in the
Company’s press release dated January 20, 2005, a copy of which is attached
hereto (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)                                 This
Amendment 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.


 


[next page is signature page]


 


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IN WITNESS WHEREOF,
the Company and the Bank have caused this Amendment 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 Rhian

  	
   

  
	
   

  	
  Name: 

  	
  Jack Rhian

  	
   

  
	
   

  	
  Title: 

  	
  President

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  THE BANK OF NEW YORK

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Edward Nallan

  	
   

  
	
   

  	
  Name: 

  	
  Edward P. Nallan, Jr.

  	
   

  
	
   

  	
  Title: 

  	
  Vice President

  	
   

  
					



 


The undersigned, not parties to the Credit
Agreement but as Guarantors under their respective Guaranties executed in favor
of the Bank, dated as of May 20, 2002, each hereby (a) accept and agree to the
terms of the foregoing Amendment; and (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.


 


	
  HCI ACQUISITION CORP.

  	
  SAFE COM INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jack Rhian

  	
   

  	
  By:

  	
  /s/ Jack Rhian

  	
   

  	
   

  
	
  Name: 

  	
  Jack Rhian

  	
   

  	
  Name: 

  	
  Jack Rhian

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
  Title:

  	
  President

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LIVE MESSAGE AMERICA

  	
   

  	
   

  	
   

  	
   

  
	
  ACQUISITION CORP.

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Jack Rhian

  	
   

  	
   

  	
   

  	
   

  
	
  Name: 

  	
  Jack Rhian

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  	
   

  	
   

  	
   

  
									



 


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EXHIBIT 1


 


AMERICAN
MEDICAL ALERT CORP.


 


Certificate


 


Pursuant to Amendment No. 2 (the “Amendment”),
dated as of March 28, 2005, with respect to the Credit Agreement, dated as of
May 20, 2002, between American Medical Alert Corp. (the “Company”) and The Bank
of New York (the “Bank”) (as amended, the “Credit Agreement”; capitalized terms
not defined herein shall have the meanings assigned to them in the Credit
Agreement),                  ,
the Secretary of the Company,
hereby certifies as follows:


 


1.             The
Certificate of Incorporation of the Company previously delivered to the Bank on
May 20, 2002 has not been amended, modified, revoked or rescinded as of the
date hereof except pursuant to that certain Certificate of Amendment, dated as
of September 19, 2002, a true and complete copy of which is attached hereto as
Exhibit A.


 


2.             A
true and complete copy of the By-laws of the Company, as amended, are attached
hereto as Exhibit B.


 


3.             The
following person is duly elected and a qualified officer of the Company and
holds the office set forth below his name; the signature set forth opposite his
name is such officer’s genuine signatures; such officer is authorized to sign
the Loan Documents and the other documents to be delivered by the Company
pursuant to the Credit Agreement and the Amendment:


 


	
  Jack Rhian

  	
   

  	
  President

  	
   

  	
   

  
	
  Name

  	
  Title

  	
  Signature

  



 


IN WITNESS WHEREOF, I
have executed this certification as of this 28th day  of March, 2005.


 


 


	
   

  	
   

  	
   

  
	
   

  	
  Name:

  



 


I,                       ,
do hereby certify that I am the                     
of American Medical Alert Corp., and do further certify that                                
is the duly elected Secretary of such corporation and that the signature
appearing above is his genuine signature.


 


	
  Given as of this 28th day of March, 2005

  	
   

  	
   

  
	
   

  	
  Title: