Exhibit
10(d)


FOURTH AMENDMENT
TO CREDIT AGREEMENT


THIS
FOURTH AMENDMENT TO CREDIT AGREEMENT, dated as of May 17, 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.


(i)            The pricing table appearing in the definition of “Applicable
Rate” in Section 1.1 of the Credit Agreement is hereby amended to read as
follows:


	
  Applicable Margin for Advances

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Ratio of Consolidated

    Debt to EBITDA

  	
   

  	
  Eurodollar Rate

  Advances

  	
   

  	
  Prime Rate

  Advances

  	
   

  
	
  Greater than 2.5 to 1.0

  	
   

  	
  1.750

  	
  %

  	
  0.500

  	
  %

  
	
  Greater than 2.0 to 1.0
  but less than or equal to 2.5 to 1.0

  	
   

  	
  1.500

  	
  %

  	
  0.250

  	
  %

  
	
  Greater than 1.5 to 1.0
  but less than or equal to 2.0 to 1.0

  	
   

  	
  1.000

  	
  %

  	
  0.000

  	
  %

  
	
  Greater than 1.0 to 1.0
  but less than or equal to 1.5 to 1.0

  	
   

  	
  0.750

  	
  %

  	
  0.000

  	
  %

  
	
  Equal to or less than 1.0 to 1.0

  	
   

  	
  0.625

  	
  %

  	
  0.000

  	
  %

  



 


(ii)                                  Clause (m) of the definition of “Excess Cash
Flow” in Section 1.1 of the Credit Agreement is hereby amended to read as
follows:


(m) the cash portion of the purchase price of Permitted
Acquisitions during such period













 


(iii)                               The definition of “Pro Forma Basis” in
Section 1.1 of the Credit Agreement is hereby amended to read as follows:


“Pro Forma Basis” means, for purposes of calculating the
financial covenants set forth in Article VIII (including for purposes of
determining the Applicable Margin), that the Crosstex Acquisition, any Asset
Disposition (subject, in the case of the Carsen Disposition, to the terms of
Section 1.3(c) hereof), any Permitted Acquisition and any repurchase of the
Borrower’s capital stock pursuant to Section 6.7(f), shall be deemed to have
occurred as of the first day of the most recent four fiscal quarter period
preceding the date of such transaction for which the Borrower was required to
deliver financial statements pursuant to Section 7.2 or 7.3.  In connection with the foregoing, (a) with
respect to any Asset Disposition, (i) income statement and cash flow statement
items (whether positive or negative) attributable to the property disposed of
shall be excluded to the extent relating to any period occurring prior to the
date of such transaction and (ii) Debt which is retired shall be excluded
and deemed to have been retired as of the first day of the applicable period,
(b) with respect to any Permitted Acquisition, (i) income statement items
attributable to the Person or property acquired shall be included to the extent
relating to any period applicable in such calculations to the extent (A) such
items are not otherwise included in such income statement items for the
Borrower and its Subsidiaries in accordance with GAAP or in accordance with any
defined terms set forth in Section 1.1 and (B) such items are supported
by financial statements or other information reasonably satisfactory to the
Administrative Agent and (ii) any Debt incurred or assumed by the Borrower or
any Subsidiary (including the Person or property acquired) in connection with
such transaction and any Debt of the Person or property acquired which is not
retired in connection with such transaction (A) shall be deemed to have
been incurred as of the first day of the applicable period and (B) if such
Debt has a floating or formula rate, shall have an implied rate of interest for
the applicable period for purposes of this definition determined by utilizing
the rate which is or would be in effect with respect to such Debt as at the
relevant date of determination, and (c) with respect to any repurchase of the
Borrower’s capital stock pursuant to Section 6.7(f), any Debt incurred by the
Borrower or any Subsidiary in connection with such transaction (A) shall
be deemed to have been incurred as of the first day of the applicable period
and (B) if such Debt has a floating or formula rate, shall have an implied
rate of interest for the applicable period for purposes of this definition
determined by utilizing the rate which is or would be in effect with respect to
such Debt as at the relevant date of determination.  Notwithstanding the forgoing, solely with
respect to the Permitted Acquisition of substantially all of the assets of the
medical water/dialysis segment of GE Osmonics, Inc., (1) for calculations with
respect to the four fiscal quarter period ended April 30, 2007, (A) EBITDA
attributable to such transaction shall be deemed to be $3,800,000, (B) interest
expense shall be deemed to be $2,000,000, (C) Capital Expenditures attributable
to such transaction shall be deemed to be $200,000 and (D) taxes paid and
principal payments of Debt shall be deemed to be $0 and (2) for calculations
with respect to the four fiscal quarter periods ending on and after July 31,
2007 through and including January 31, 2008, such transaction shall not be
deemed to have occurred on the first day of the most recent four fiscal quarter
period preceding the date of such transaction for which the Borrower was
required to deliver financial statements pursuant to Section 7.2 or 7.3,
and in connection therewith income statement items attributable to the property
acquired shall be included on an annualized basis for calculations with respect
each four fiscal quarter period ended on or prior to January 31, 2008 (for
example, (i) EBITDA related to the property acquired for the four fiscal
quarter period ended July 31, 2007, shall be the EBITDA related to such
property for the four fiscal month period ended July 31, 2007 multiplied by 3,
(ii) EBITDA related to the property acquired for the four fiscal quarter period
ended October 31, 2007, shall be the EBITDA related to such property for the
seven fiscal month period ended October 31, 2007 multiplied by 12/7, and (iii)
EBITDA related to the property acquired for the four fiscal quarter period
ended January 31, 2008, shall be the EBITDA



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related
to such property for the ten fiscal month period ended January 31, 2008
multiplied by 6/5).


(iv)          The definition of “Revolving
Credit Facility” in Section 1.1 of the Credit Agreement is hereby amended to
read as follows:


“Revolving Credit Facility” means, at any time, the aggregate
amount of the Revolving Credit Lenders’ Revolving Credit Commitments at such
time.  The amount of the Revolving Credit
Facility in effect on May 17, 2007 is FIFTY MILLION DOLLARS ($50,000,000).


(b)                                 Section
2.6(b).  Clause (i) of Section 2.6(b)
of the Credit Agreement is hereby amended to read as follows:


(i)                                     Within ninety (90) days following the
end of each Fiscal Year (beginning with the Fiscal Year ending July 31, 2006)
in which the ratio of Consolidated Debt to EBITDA at the end of such Fiscal
Year is greater than or equal to 1.5:1, the Borrower shall execute and deliver
to the Administrative Agent a certificate of the Borrower’s president or a vice
president in substantially the form of Exhibit I hereto demonstrating
its calculation of Excess Cash Flow for such Fiscal Year along with a
prepayment of the then outstanding Advances equal to fifty percent (50%)
of the annual Excess Cash Flow.


(c)                                  Section
2.8(a).  The pricing table in Section
2.8(a) of the Credit Agreement is hereby amended to read as follows:


	
  Consolidated Debt

  to EBITDA Ratio

  	
   

  	
  Commitment fee

  	
   

  
	
  Greater than 2.5
  to 1.0

  	
   

  	
  .30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than 2.0
  to 1.0 but less than or equal to 2.5 to 1.0

  	
   

  	
  .30

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than 1.5
  to 1.0 but less than or equal to 2.0 to 1.0

  	
   

  	
  .25

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Greater than 1.0
  to 1.0 but less than or equal to 1.5 to 1.0

  	
   

  	
  .20

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Equal to or less than
  1.0 to 1.0

  	
   

  	
  .15

  	
  %

  



 


(d)                                 Section
6.2(c)(i).  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
$5,000,000 at any time outstanding, (C) Operating Leases and (D) Debt
existing on the Closing Date and described on Schedule 4.19; and


(e)                                  Section
6.17.  Section 6.17 of the Credit
Agreement is amended to read as follows:


Make
any Capital Expenditures that would cause the aggregate of all such Capital
Expenditures made by the Borrower and its Subsidiaries to exceed (a)
$10,000,000 in Fiscal Year



 3
 









 


2007, (b) $10,000,000 in
Fiscal Year 2008 and (c) $11,000,000 in Fiscal Year 2009 and each Fiscal Year
thereafter; provided, however, that amounts permitted to be
expended in a Fiscal Year that are not expended in such Fiscal Year, but not in
excess of fifty percent (50%) of such prior Fiscal Year’s unused amount (not
including any amount permitted to be carried forward from a prior Fiscal Year),
shall be permitted to be expended in (but only in) the subsequent Fiscal Year.


(f)                                    Section 8.2.  Section 8.2 of the Credit
Agreement is amended to read as follows:


Maintain
as of the end of each fiscal quarter of the Borrower a ratio of Consolidated
Debt to EBITDA for the most recently completed four fiscal quarters of the Borrower
of not more than 3.0 to 1.0.


(g)                                 Schedule 1 of the Credit Agreement is hereby deleted in its entirety and a new
schedule in the form of Schedule 1 attached hereto is substituted
therefor.


(h)                                 A new Exhibit I in the form of
Exhibit I attached hereto is hereby added to the Credit Agreement.


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)                                 Expenses.  The
Borrower shall have paid (i) to the Administrative Agent, for the account of
each Lender that is increasing its Revolving Credit Commitment pursuant to this
Agreement, a nonrefundable fee equal to 0.20% of such Lender’s increase which
shall be deemed fully earned upon the effectiveness of this Agreement and (ii)
all other expenses that are owing 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.



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(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 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 and 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: 

  	
  SVP, 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: 

  	
  Secretary

  
						



 



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ADMINSTRATIVE


AGENT
& LENDERS:


	
  

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ KALENS HEROLD

  
	
   

  	
  Name:

  	
  Kalens Herold

  
	
   

  	
  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/ WENDY BLACHER

  
	
   

  	
  Name:

  	
  Wendy Blacher

  
	
   

  	
  Title: 

  	
  Vice President

  
					



 



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