**EXHIBIT10(a)**

 

FIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT

 

THISFIFTH AMENDMENT TO CREDIT AGREEMENT AND CONSENT, dated as of December 17,2009 (this “Agreement”), is entered into among Cantel Medical Corp., aDelaware corporation (the “Borrower”), the Guarantors party to the SubsidiaryGuaranty, the Lenders party hereto and Bank of America, N.A., as AdministrativeAgent (in such capacity, the “Administrative Agent”).  Capitalized terms used herein and nototherwise defined shall have the meanings ascribed thereto in the CreditAgreement (as defined below).

 

RECITALS

 

A.                                   The Borrower,the Lenders and the Administrative Agent entered into that certain Amended andRestated Credit Agreement, dated as of August 1, 2005 (as previouslyamended or modified, the “Credit Agreement”).

 

B.                                     The Borrower has requestedthat the Lenders consent to (a) the sale by Minntech B.V of its buildingpursuant to a sale and leaseback transaction (the “Netherlands Sale andLeaseback”) for $1,669,000 (the “Netherlands Proceeds”) and (b) theprepayment of the Revolving Credit Advances with the Netherlands Proceeds insteadof the Term A Facility, as required by Section 2.6(b)(v) of theCredit Agreement.

 

C.                                     The Borrower has requested thatthe Lenders amend the Credit Agreement as provided herein.

 

D.                                    The Lenders hereby (a) consentto the Netherlands Sale and Leaseback and the application of the NetherlandsProceeds to the Revolving Credit Advances and (b) agree to amend theCredit Agreement as provided herein.

 

E.                                      Inconsideration of the agreements hereinafter set forth, and for other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged, the parties hereto agree as follows.

 

AGREEMENT

 

1.                                       Consent.  Notwithstanding Sections 2.6(b)(v) and6.5 of the Credit Agreement, the Lenders hereby consent to the Netherlands Saleand Leaseback and the use of the Netherlands Proceeds to prepay the RevolvingCredit Advances.  Such consent isretroactive to the date of the Netherlands Sale and Leaseback.

 

2.                                       Amendments.

 

(a)                                  Section 6.2.  Section 6.2 of the Credit Agreement isamended to replace the “; and” at the end of clause (d) with “;”, toreplace the “.” at the end of clause (e) with “;” and to add new clauses (f) and(g) immediately following clause (e) to read as follows:

 

(f)            Guarantees Obligations permittedunder Section 6.19; and

 

(g)                                 to the extentconstituting Debt, surety or performance bonds with respect to contracts forthe performance of work entered into by Mar Cor Purification, Inc.

 

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(b)                                 Section 6.6.  Section 6.6 of the Credit Agreement isamended to replace the “; and” at the end of clause (i) with “;”, toreplace the “.” at the end of clause (j) with “; and” and to add a newclause (k) immediately following clause (j) to read as follows:

 

(k)                                  Investmentsconsisting of loans and advances to Biosafe, Inc., a Pennsylvaniacorporation, in an aggregate principal amount not to exceed $500,000.

 

(c)                                  Section 6.7.                                   Section 6.7of the Credit Agreement is amended to replace the “; and” at the end of clause (e) with“;”, to replace the “.” at the end of clause (f) with “; and” and to add anew clause (g) immediately following clause (f) to read as follows:

 

(g)                                 the Borrowermay pay cash dividends to the Borrower’s shareholders in an aggregate annualamount not to exceed $1,800,000 so long as (i) no Default exists or wouldresult therefrom and (ii) after giving effect to such dividends, theBorrower is in compliance with the financial covenants set forth in Article VIIIon a pro forma basis (assuming such transactions occurred on the first day ofthe most recently ended four fiscal quarter period for which the Borrower hasdelivered the financial statements pursuant to Section 7.2 or 7.3,as applicable).

 

(d)                                 Section 6.16.  Section 6.16(c) of the CreditAgreement is amended to read as follows:

 

(c) Hedge Agreements used by the Borrower or its Subsidiaries tomitigate the financial risk of currency fluctuations which shall not exceedtwelve (12) months in duration and shall be in an aggregate notionalamount not to exceed $12,000,000 outstanding at any time.

 

(e)                                  Section 6.19.  Section 6.19 of the Credit Agreement isamended to read as follows:

 

## **Section 6.19**                            GuaranteedObligations.

 

Create, incur, assume or permit to exist any Guaranteed Obligationsexcept (a) by endorsement of instruments or items of payment for depositto the general account of any Loan Party, (b) for Guaranteed Obligationsset forth on Schedule 6.19 and (c) for guarantees of obligationsof Subsidiaries under Operating Leases.

 

3.                                       Effectiveness;Conditions Precedent.  This Agreement shall be effective as of the date hereof when all of the conditions setforth in this Section 3 shall have been satisfied in form and substancesatisfactory to the Administrative Agent.

 

(a)                                  Execution and Delivery ofAgreement.  TheAdministrative Agent shall have received copies of this Agreement duly executedby the Borrower, the Guarantors, the Required Lenders and the AdministrativeAgent.

 

(b)                                 Fees and Expenses.  The Borrower shall have paid (i) to theAdministrative Agent, for the account of each Lender, a nonrefundable fee equalto $10,000 which shall be deemed fully earned upon the effectiveness of thisAgreement and (ii) all other fees and expenses that are owing, if any,from the Borrower to the Administrative Agent.

 

4.                                       Ratification ofCredit Agreement.  The LoanParties acknowledge and consent to the terms set forth herein and agree thatthis Agreement does not impair, reduce or limit any of their obligations underthe Loan Documents and all of which are hereby ratified and confirmed.

 

5.                                       Authority/Enforceability.  Each of the Loan Parties represents andwarrants as follows:

 

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(a)                                  It has taken all necessaryaction to authorize the execution, delivery and performance of this Agreement.

 

(b)                                 This Agreement has been dulyexecuted and delivered by such Person and constitutes such Person’s legal,valid and binding obligations, enforceable in accordance with its terms, exceptas such enforceability may be subject to (i) Federal Bankruptcy Code orany similar debtor relief laws and (ii) general principles of equity(regardless of whether such enforceability is considered in a proceeding at lawor in equity).

 

(c)                                  No consent, approval,authorization or order of, or filing, registration or qualification with, anycourt or governmental authority or third party is required in connection withthe execution, delivery or performance by such Person of this Agreement.

 

(d)                                 The execution and deliveryof this Agreement does not (i) violate, contravene or conflict with anyprovision of its or its Subsidiaries’ organization documents (e.g., articles ofincorporation and bylaws) or (ii) materially violate, contravene orconflict with any laws applicable to it or any of its Subsidiaries.

 

6.                                       Representationsand Warranties of the Loan Parties.  The Loan Parties represent and warrant to theLenders that (a) the representations and warranties contained in each LoanDocument are correct in all material respects on and as of the date hereof, as thoughmade on and as of the date hereof, other than any such representations orwarranties that, by their terms, refer to a specific date other than the datehereof, in which case, such representations and warranties are correct in allmaterial respects as of such specific date, and****(b) noevent has occurred and is continuing which constitutes a Default.

 

7.                                       Release.  In consideration of the Lenders entering intothis Agreement, the Loan Parties hereby release the Administrative Agent, theLenders and the Administrative Agent’s and the Lenders’ respective officers,employees, representatives, agents, counsel and directors from any and allactions, causes of action, claims, demands, damages and liabilities of whateverkind or nature, in law or in equity, now known or unknown, suspected orunsuspected to the extent that any of the foregoing arises from any action orfailure to act solely in connection with the Loan Documents on or prior to thedate hereof.

 

8.                                       Counterparts/Telecopy.  This Agreement may be executed in any numberof counterparts, each of which when so executed and delivered shall be anoriginal, but all of which shall constitute one and the same instrument.  Delivery of executed counterparts of thisAgreement by telecopy or .pdf shall be effective as an original.

 

9.                                       GOVERNING LAW.  THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONSOF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND INTERPRETED INACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

 

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INWITNESS WHEREOF*,*the parties hereto have causedthis Agreement to be duly executed as of the date first above written.

 
| BORROWER:   |                            |
|-------------|---------------------------------|
|        | CANTEL  MEDICAL CORP.,          |
|        | as  Borrower                    |
|        |                            |
|        | By                              | /s/  Andrew A. Krakauer |
|        | Name:                           | Andrew  A. Krakauer |
|        | Title:                          | President  and CEO |
|        |                            |
|        | By                              | /s/  Craig A. Sheldon |
|        | Name:                           | Craig  A. Sheldon |
|        | Title:                          | Senior VP, CFO and Treasurer |
|        |                            |
|        |                            |
| GUARANTORS: |                            |
|        | MINNTECH CORPORATION            |
|        |                            |
|        | By:                             | /s/ Kevin B. Finkle |
|        | Name:                           | Kevin B. Finkle |
|        | Title:                          | Senior VP, Finance and Administration |
|        |                            |
|        |                            |
|        | MAR COR PURIFICATION, INC.      |
|        |                            |
|        | By:                             | /s/ Kathryn D. McIsaac |
|        | Name:                           | Kathryn D. McIsaac |
|        | Title:                          | Vice President, Finance |
|        |                            |
|        |                            |
|        | CROSSTEX INTERNATIONAL, INC.    |
|        |                            |
|        | By:                             | /s/ Douglas T. Carpenter |
|        | Name:                           | Douglas T. Carpenter |
|        | Title:                          | Vice President, Finance and Treasurer |
|        |                            |
|        |                            |
|        | BIOLAB EQUIPMENT ATLANTIC, LTD. |
|        |                            |
|        | By:                             | /s/ Craig A. Sheldon |
|        | Name:                           | Craig A. Sheldon |
|        | Title:                          | Secretary |
|        |                            |
|        |                            |
|        | STRONG DENTAL PRODUCTS, INC.    |
|        |                            |
|        | By:                             | /s/ Douglas T. Carpenter |
|        | Name:                           | Douglas T. Carpenter |
|        | Title:                          | Vice President, Finance and Treasurer |

 

CANTEL MEDICAL CORP.

FIFTH AMENDMENT TO CREDITAGREEMENT AND CONSENT

 

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| ADMINSTRATIVE              |                                     |
|----------------------------|------------------------------------------|
| AGENT &  LENDERS: |                                     |
|                       | BANK  OF AMERICA, N.A.,                  |
|                       | as  Administrative Agent,                |
|                       |                                     |
|                       |                                     |
|                       | By                                       | /s/  George S. Carey |
|                       | Name:                                    | George  S. Carey |
|                       | Title:                                   | Assistant  Vice President |
|                       |                                     |
|                       |                                     |
|                       | BANK  OF AMERICA, N.A.,                  |
|                       | as  Issuing Bank,                        |
|                       | as  Swing Line Bank and as a Lender      |
|                       |                                     |
|                       |                                     |
|                       | By                                       | /s/  Jana L. Baker |
|                       | Name:                                    | Jana  L. Baker |
|                       | Title:                                   | Vice  President |
|                       |                                     |
|                       |                                     |
|                       | WELLS  FARGO BANK, NATIONAL ASSOCIATION, |
|                       | as  a Lender                             |
|                       |                                     |
|                       |                                     |
|                       | By                                       | /s/  Kenneth E. LaChance |
|                       | Name:                                    | Kenneth  E. LaChance |
|                       | Title:                                   | Vice  President |
|                       |                                     |
|                       |                                     |
|                       | PNC  BANK, NATIONAL ASSOCIATION,         |
|                       | as  a Lender                             |
|                       |                                     |
|                       |                                     |
|                       | By                                       | /s/  Patricia D. Georges |
|                       | Name:                                    | Patricia  D. Georges |
|                       | Title:                                   | Vice  President |

 

CANTEL MEDICAL CORP.

FIFTH AMENDMENT TO CREDITAGREEMENT AND CONSENT

 

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