Exhibit
10(c)


THIRD AMENDMENT TO
CREDIT AGREEMENT


THIS
THIRD AMENDMENT TO CREDIT AGREEMENT, dated as of March 29, 2007 (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
parties hereto have agreed to amend the Credit Agreement as provided herein.


C.            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)           Section 1.1.  The definition of “Permitted Acquisitions”
appearing 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 all such acquisitions during the term of this Agreement
(excluding, for purposes hereof, the acquisition of substantially all of the
assets of the medical water/dialysis segment of GE Osmonics, Inc. for
approximately $31,000,000) shall not exceed $25,000,000, (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 (excluding, for purposes hereof, the
acquisition of substantially all of the assets of the medical water/dialysis
segment of GE Osmonics, Inc.), 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.


(b)           Section 6.2.  Clause (i) of Section 6.2(c) of the Credit
Agreement is amended to read as follows:


(i)            (A) Debt secured by Liens
permitted by Section 6.1(d) not to exceed in the aggregate $500,000
at any time outstanding, (B) Capitalized Leases, collectively not to
exceed in the aggregate $3,000,000 at any time outstanding, (C) Operating
Leases and (D) Debt existing on the Closing Date and described on Schedule 4.19;
and


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 Required Lenders and the Administrative Agent.


(b)           Expenses.  The Borrower shall have paid all expenses
owed by 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.



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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 shall be effective as an original.


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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intentionally left blank]



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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/ R. Scott
  Jones

  	
   

  
	
   

  	
   

  	
  Name:

  	
  R. Scott Jones

  	
   

  
	
   

  	
   

  	
  Title: 

  	
  President & CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Craig A.
  Sheldon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Craig A. Sheldon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior VP & CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  GUARANTORS:

  	
   

  	
   

  
	
   

  	
   

  	
  MINNTECH CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Kevin B.
  Finkle

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kevin B. Finkle

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Sr. VP, Finance & Administration; Treasurer 

  	
   

  
	
   

  	
   

  	
  & Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  MAR COR PURIFICATION, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Andrew G.
  Stitzinger

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Andrew G. Stitzinger

  	
   

  
	
   

  	
   

  	
  Title:

  	
  VP Finance, Service & Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CROSSTEX INTERNATIONAL, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Richard
  Allen Orofino

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard Allen Orofino

  	
   

  
	
   

  	
   

  	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BIOLAB EQUIPMENT ATLANTIC, LTD.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By: 

  	
  /s/ Craig A.
  Sheldon

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Craig A. Sheldon

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior VP & CFO

  	
   

  
	
   

  	
   

  	
   

  
																	




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  ADMINSTRATIVE

  	
   

  	
   

  
	
  AGENT & LENDERS:

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
  as Administrative Agent,

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Matthew C. Correia

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Matthew C. Correia

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
   

  	
  as Issuing Bank,

  
	
   

  	
   

  	
  as Swing Line Bank and as
  a Lender

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Richard N. Williams

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Richard N. Williams

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Senior Credit Products
  Officer

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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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