Exhibit 10(a)


 


SIXTH AMENDMENT TO CREDIT AGREEMENT


 


THIS
SIXTH 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 and
Bank of America, N.A., as Administrative Agent (in such capacity, the “Administrative
Agent”).  Capitalized terms used
herein and not otherwise defined shall have the meanings ascribed thereto in
the Credit Agreement (as defined below).


 


RECITALS


 


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


 


B.            The
Borrower has requested that the Lenders amend the Credit Agreement as provided
herein.


 


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


 


D.            In
consideration of the agreements hereinafter set forth, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto agree as follows.


 


AGREEMENT


 


1.             Amendments.


 


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


 


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


 

















 


(iii) income
tax expense, (iv) depreciation expense, (v) extraordinary and
nonrecurring losses (vi) amortization expense, (vii) non-cash stock
compensation expenses in accordance with Accounting Standards Codification 718
and (viii) one-time costs and expenses incurred in connection with
Permitted Acquisitions (not to exceed $500,000 in the aggregate during any
twelve month period) to the extent such costs and expenses are incurred no
later than ninety days after the consummation of the applicable Permitted
Acquisition minus extraordinary and nonrecurring gains (in each case
determined in accordance with GAAP).


 


(c)           The
definition of “Permitted Acquisitions” in Section 1.1 of the Credit
Agreement is amended to read as follows:


 


“Permitted Acquisitions” means any acquisition by the Borrower
or any of the Borrower’s Subsidiaries of all or substantially all of the assets
or the capital stock or other equity interest of any Person (or segment of such
Person’s business) which either (a) has been consented to in writing by
the Administrative Agent and the Required Lenders, or (b) complies with
each of the following: (i) such Person (or segment of such Person’s
business) is engaged in a similar or related line of business as the Borrower
or any of its Subsidiaries, (ii) the aggregate cash consideration payable
and Debt assumed in respect of (A) any such acquisition occurring during
the period from May 28, 2010 through the Revolving Credit Termination Date
shall not exceed $25,000,000 and (B) all such acquisitions occurring
during the period from May 28, 2010 through the Revolving Credit
Termination Date shall not exceed $50,000,000, (iii) such Person (or
segment of such Person’s business) on a Consolidated basis with its
Subsidiaries being acquired in the proposed acquisition had positive EBITDA for
the twelve (12) month period ending on the last day of the calendar month
immediately preceding the closing of the proposed acquisition, (iv) after
giving effect to the proposed acquisition, the Revolving Credit Availability
shall equal at least $5,000,000, (v) the Borrower shall give the
Administrative Agent and the Lenders not less than ten (10) Business
Days prior written notice of its intention to make a Permitted Acquisition,
such notice to include the proposed amounts, date and form of the proposed
transaction, a reasonable description of the stock or assets to be acquired and
the location of all assets, and a certificate demonstrating compliance with the
financial covenants contained in Article VIII on a Pro Forma Basis
after giving effect to the consummation of such acquisition, (vi) concurrently
with the making of a Permitted Acquisition, the Borrower shall, as additional
collateral security for the Obligations, grant or cause to be granted to the
Administrative Agent for the ratable benefit of the Lenders, prior liens on and
security interests (subject to Liens permitted by Section 6.1
existing with respect to such assets at the time of the Permitted Acquisition)
in any of the acquired assets by the execution and delivery to the
Administrative Agent of such agreements, instruments and documents as shall be
reasonably satisfactory in form and substance to the Administrative Agent, and (vii) no
Default shall exist and be continuing or would exist after giving effect to
such acquisition.


 


(d)           The
definition of “Revolving Credit Termination Date” in Section 1.1 of the
Credit 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)           The
pricing grid appearing in Section 2.8(a) of the Credit Agreement is
amended to read as follows:


 


 


2

















 


	
  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)            Sections
6.7(f) and 6.7(g) of the Credit Agreement are amended to read as
follows:


 


(f)            the Borrower may
repurchase 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 through
the Revolving Credit Termination Date so long as (i) no Default exists or
would result from such repurchase and (ii) the ratio of Consolidated Debt
to EBITDA (calculated on a Pro Forma Basis) for the most recently completed four
fiscal quarters of the Borrower is no more than 2.00 to 1.00; and


 


(g)           the Borrower may pay
cash dividends to the Borrower’s shareholders in an aggregate annual amount not
to exceed $3,000,000 so long as (i) no Default exists or would result
therefrom and (ii) after giving effect to such dividends, the Borrower is
in compliance with the financial covenants set forth in Article VIII on a
pro forma basis (assuming such transactions occurred on the first day of the
most recently ended four fiscal quarter period for which the Borrower has
delivered 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 set
forth in this Section 2 shall have been satisfied in form and substance
satisfactory to the Administrative Agent.


 


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


 


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


 


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


 


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


 


3

















 


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


 


3.             Ratification
of Credit Agreement.  The Loan
Parties acknowledge and consent to the terms set forth herein and agree that
this Agreement does not impair, reduce or limit any of their obligations under
the Loan Documents and all of which are hereby ratified and confirmed.


 


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


 


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


 


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


 


(c)           No consent, approval, authorization or order of, or
filing, registration or qualification with, any court or governmental authority
or third party is required in connection with the execution, delivery or
performance 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) materially
violate, contravene or conflict with any laws applicable to it or any of its
Subsidiaries.


 


5.             Representations
and Warranties of the Loan Parties. 
The Loan Parties represent and warrant to the Lenders that (a) the
representations and warranties contained in each Loan Document are correct in
all material respects on and as of the date hereof, as though made on and as of
the date hereof, other than any such representations or warranties that, by
their terms, refer to a specific date other than the date hereof, in which
case, such representations and warranties are correct in all material respects
as of such specific date, and  (b) no
event has occurred and is continuing which constitutes a Default.


 


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


 


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


 


4

















 


8.             GOVERNING
LAW.  THIS AGREEMENT AND THE RIGHTS
AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.


 


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5

















 


IN
WITNESS WHEREOF, the parties hereto have caused
this 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

  	
   

  






 


 

















 


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