**Exhibit 10(a)**

 

SIXTH AMENDMENT TO CREDIT AGREEMENT

 

THISSIXTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 28, 2010 (this “Agreement”),is entered into among Cantel Medical Corp., a Delaware corporation (the “Borrower”),the Guarantors party to the Subsidiary Guaranty, the Lenders party hereto andBank of America, N.A., as Administrative Agent (in such capacity, the “AdministrativeAgent”).  Capitalized terms usedherein and not otherwise defined shall have the meanings ascribed thereto inthe Credit Agreement (as defined below).

 

RECITALS

 

A.            TheBorrower, the Lenders and the Administrative Agent entered into that certainAmended and Restated Credit Agreement, dated as of August 1, 2005 (aspreviously amended or modified, the “Credit Agreement”).

 

B.            TheBorrower has requested that the Lenders amend the Credit Agreement as providedherein.

 

C.            TheLenders hereby agree to amend the Credit Agreement as provided herein.

 

D.            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.             Amendments.

 

(a)           Thepricing grid appearing in the definition of “Applicable Margin” in Section 1.1of the Credit Agreement is amended to read as follows:

 
| **Applicable  Margin for Advances**                           |
|---------------------------------------------------------------|
| **Ratio of Consolidated Debt to  EBITDA**                     | ** ** | **Eurodollar  Rate Advances** | ** ** | **Prime Rate Advances** |
|                                                          |   |   |   |   |
| Greater than 2.0 to 1.0                                       |   | 2.50% |   | 1.50% |
|                                                          |   |   |   |   |
| Greater than 1.5 to 1.0 but less than or equal to  2.0 to 1.0 |   | 2.00% |   | 1.00% |
|                                                          |   |   |   |   |
| Greater than 1.0 to 1.0 but less than or equal to  1.5 to 1.0 |   | 1.75% |   | 0.75% |
|                                                          |   |   |   |   |
| Equal to or less than 1.0 to 1.0                              |   | 1.50% |   | 0.50% |

 

(b)           Thedefinition of “EBITDA” in Section 1.1 of the Credit Agreement is amendedto read as follows:

 

“EBITDA” means, for any period, the sum, for the Borrower andits Subsidiaries determined on a Consolidated basis, of (i) net income (ornet loss), (ii) Interest Expense, 

 

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(iii) incometax expense, (iv) depreciation expense, (v) extraordinary andnonrecurring losses (vi) amortization expense, (vii) non-cash stockcompensation expenses in accordance with Accounting Standards Codification 718and (viii) one-time costs and expenses incurred in connection withPermitted Acquisitions (not to exceed $500,000 in the aggregate during anytwelve month period) to the extent such costs and expenses are incurred nolater than ninety days after the consummation of the applicable PermittedAcquisition minus extraordinary and nonrecurring gains (in each casedetermined in accordance with GAAP).

 

(c)           Thedefinition of “Permitted Acquisitions” in Section 1.1 of the CreditAgreement is amended to read as follows:

 

“Permitted Acquisitions” means any acquisition by the Borroweror any of the Borrower’s Subsidiaries of all or substantially all of the assetsor the capital stock or other equity interest of any Person (or segment of suchPerson’s business) which either (a) has been consented to in writing bythe Administrative Agent and the Required Lenders, or (b) complies witheach of the following: (i) such Person (or segment of such Person’sbusiness) is engaged in a similar or related line of business as the Borroweror any of its Subsidiaries, (ii) the aggregate cash consideration payableand Debt assumed in respect of (A) any such acquisition occurring duringthe period from May 28, 2010 through the Revolving Credit Termination Dateshall not exceed $25,000,000 and (B) all such acquisitions occurringduring the period from May 28, 2010 through the Revolving CreditTermination Date shall not exceed $50,000,000, (iii) such Person (orsegment of such Person’s business) on a Consolidated basis with itsSubsidiaries being acquired in the proposed acquisition had positive EBITDA forthe twelve (12) month period ending on the last day of the calendar monthimmediately preceding the closing of the proposed acquisition, (iv) aftergiving effect to the proposed acquisition, the Revolving Credit Availabilityshall equal at least $5,000,000, (v) the Borrower shall give theAdministrative Agent and the Lenders not less than ten (10) BusinessDays prior written notice of its intention to make a Permitted Acquisition,such notice to include the proposed amounts, date and form of the proposedtransaction, a reasonable description of the stock or assets to be acquired andthe location of all assets, and a certificate demonstrating compliance with thefinancial covenants contained in Article VIII on a Pro Forma Basisafter giving effect to the consummation of such acquisition, (vi) concurrentlywith the making of a Permitted Acquisition, the Borrower shall, as additionalcollateral security for the Obligations, grant or cause to be granted to theAdministrative Agent for the ratable benefit of the Lenders, prior liens on andsecurity interests (subject to Liens permitted by Section 6.1existing with respect to such assets at the time of the Permitted Acquisition)in any of the acquired assets by the execution and delivery to theAdministrative Agent of such agreements, instruments and documents as shall bereasonably satisfactory in form and substance to the Administrative Agent, and (vii) noDefault shall exist and be continuing or would exist after giving effect tosuch acquisition.

 

(d)           Thedefinition of “Revolving Credit Termination Date” in Section 1.1 of theCredit Agreement is amended to read as follows:

 

“Revolving Credit Termination Date” means the earlier of (a) August 1,2011 and (b) the Termination Date.

 

(e)           Thepricing grid appearing in Section 2.8(a) of the Credit Agreement isamended to read as follows:

 

 

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| **Consolidated Debt to EBITDA  Ratio**                        | ** ** | **Commitment  fee** | ** ** | ** ** |
|---------------------------------------------------------------|------------|---------------------|------------|------------|
|                                                          |       |                |       |       |
| Greater than 2.0 to 1.0                                       |       | 0.40%               |       |       |
|                                                          |       |                |       |       |
| Greater than 1.5 to 1.0 but less than or equal to  2.0 to 1.0 |       | 0.30%               |       |       |
|                                                          |       |                |       |       |
| Greater than 1.0 to 1.0 but less than or equal to  1.5 to 1.0 |       | 0.25%               |       |       |
|                                                          |       |                |       |       |
| Equal to or less than 1.0 to 1.0                              |       | 0.20%               |       |       |

 

(f)            Sections6.7(f) and 6.7(g) of the Credit Agreement are amended to read asfollows:

 

(f)            the Borrower mayrepurchase shares of its outstanding capital stock in an amount not to exceed$10,000,000 in the aggregate during the period from May 28, 2010 throughthe Revolving Credit Termination Date so long as (i) no Default exists orwould result from such repurchase and (ii) the ratio of Consolidated Debtto EBITDA (calculated on a Pro Forma Basis) for the most recently completed fourfiscal quarters of the Borrower is no more than 2.00 to 1.00; and

 

(g)           the Borrower may paycash dividends to the Borrower’s shareholders in an aggregate annual amount notto exceed $3,000,000 so long as (i) no Default exists or would resulttherefrom and (ii) after giving effect to such dividends, the Borrower isin compliance with the financial covenants set forth in Article VIII on apro forma basis (assuming such transactions occurred on the first day of themost recently ended four fiscal quarter period for which the Borrower hasdelivered the financial statements pursuant to Section 7.2 or 7.3,as applicable).

 

2.             Effectiveness;Conditions Precedent.  This Agreement shall be effective as of the date hereof when all of the conditions setforth in this Section 2 shall have been satisfied in form and substancesatisfactory to the Administrative Agent.

 

(a)           Execution and Delivery of Agreement.  The Administrative Agent shall have receivedcopies of this Agreement duly executed by the Borrower, the Guarantors, theLenders and the Administrative Agent.

 

(b)           Resolutions; Incumbency.  The Administrative Agent shall have receivedsuch certificates of resolutions or other action, incumbency certificatesand/or other certificates of Responsible Officers of each Loan Party as theAdministrative Agent may require evidencing the identity, authority andcapacity of each Responsible Officer thereof authorized to act as a ResponsibleOfficer in connection with this Agreement.

 

(c)           Good Standing. The Administrative Agent shall have received such documents andcertifications as the Administrative Agent may reasonably require to evidencethat each Loan Party is duly organized or formed, and is validly existing, ingood standing and qualified to engage in business in its state of organizationor formation.

 

(d)           Opinions. The Administrative Agent shall have received opinions of legal counselto the Loan Parties in form and substance reasonably satisfactory to it.

 

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(e)           Fees and Expenses. The Borrower shall have paid (i) to the Administrative Agent, forthe account of each Lender, a nonrefundable fee equal to 0.25% of such Lender’sRevolving Credit Commitment which shall be deemed fully earned upon theeffectiveness of this Agreement and (ii) all other fees and expenses thatare owing, if any, from the Borrower to the Administrative Agent.

 

3.             Ratificationof Credit 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.

 

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

 

(a)           It has taken all necessary action to authorize theexecution, delivery and performance of this Agreement.

 

(b)           This Agreement has been duly executed and delivered bysuch Person and constitutes such Person’s legal, valid and binding obligations,enforceable in accordance with its terms, except as such enforceability may besubject to (i) Federal Bankruptcy Code or any similar debtor relief lawsand (ii) general principles of equity (regardless of whether suchenforceability is considered in a proceeding at law or in equity).

 

(c)           No consent, approval, authorization or order of, orfiling, registration or qualification with, any court or governmental authorityor third party is required in connection with the execution, delivery orperformance by such Person of this Agreement.

 

(d)           The execution and delivery of this Agreement does not (i) violate,contravene or conflict with any provision of its or its Subsidiaries’organization documents (e.g., articles of incorporation and bylaws) or (ii) materiallyviolate, contravene or conflict with any laws applicable to it or any of itsSubsidiaries.

 

5.             Representationsand Warranties of the Loan Parties. The Loan Parties represent and warrant to the Lenders that (a) therepresentations and warranties contained in each Loan Document are correct inall material respects on and as of the date hereof, as though made on and as ofthe date hereof, other than any such representations or warranties that, bytheir terms, refer to a specific date other than the date hereof, in whichcase, such representations and warranties are correct in all material respectsas of such specific date, and****(b) noevent has occurred and is continuing which constitutes a Default.

 

6.             Release.  In consideration of the Lenders entering into this Agreement, the LoanParties hereby release the Administrative Agent, the Lenders and theAdministrative Agent’s and the Lenders’ respective officers, employees,representatives, agents, counsel and directors from any and all actions, causesof action, claims, demands, damages and liabilities of whatever kind or nature,in law or in equity, now known or unknown, suspected or unsuspected to theextent that any of the foregoing arises from any action or failure to actsolely in connection with the Loan Documents on or prior to the date hereof.

 

7.             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.

 

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8.             GOVERNINGLAW.  THIS AGREEMENT AND THE RIGHTSAND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED ANDINTERPRETED IN ACCORDANCE 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/  Curtis D. Weitnauer |   |
|   | Name:                            | Curtis  D. Weitnauer |   |
|   | Title:                           | President  and CEO |   |
|   |                             |   |   |
|   |                             |   |   |
|   | CROSSTEX  INTERNATIONAL, INC.    |   |
|   |                             |   |   |
|   | By                               | /S/  Gary D. Steinberg |   |
|   | Name:                            | Gary  D. Steinberg |   |
|   | Title:                           | CEO  and Secretary |   |
|   |                             |   |   |
|   |                             |   |   |
|   | BIOLAB  EQUIPMENT ATLANTIC, LTD. |   |
|   |                             |   |   |
|   | By                               | /S/  Craig A. Sheldon |   |
|   | Name:                            | Craig  A. Sheldon |   |
|   | Title:                           | Secretary |   |
|   |                             |   |   |
|   |                             |   |   |
|   | STRONG  DENTAL PRODUCTS, INC.    |   |
|   |                             |   |   |
|   | By                               | /S/  Gary D. Steinberg |   |
|   | Name:                            | Gary  D. Steinberg |   |
|   | Title:                           | CEO  and Secretary |   |

 

 

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ADMINSTRATIVE

AGENT &LENDERS:

|   | BANK  OF AMERICA, N.A.,  as Administrative Agent,                             |                     |
|--------|-------------------------------------------------------------------------------|--------------------------|
|   |                                                                          |                     |   |
|   | By                                                                            | /S/  Anne M. Zeschke     |   |
|   | Name:                                                                         | Anne  M. Zeschke         |   |
|   | Title:                                                                        | 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          |   |

 

 

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