Exhibit 10(a)


October 4, 2006


Cantel Medical Corp.


Overlook at Great Notch


150 Clove Road — 9th Floor


Little Falls, New
Jersey  07424


	
  

  	
  Re:

  	
  Amended and Restated Credit Agreement dated as of
  August 1, 2005 among Cantel Medical Corp. (the “Borrower”), the
  Lenders party thereto and Bank of America, N.A., as Administrative Agent (as
  amended or modified from time to time, the “Credit Agreement”).
  Capitalized terms used herein and not otherwise defined shall have the
  meanings ascribed thereto in the Credit Agreement.

  



 


 


Ladies and Gentlemen:


The Borrower has informed the Administrative
Agent and the Lenders that JPMorgan Chase Bank, N.A. issued a standby letter of
credit on June 6, 2006 for 600,000 Euro on the account of Crosstex International,
Inc. (“Crosstex”) for the benefit of an Italian company that
manufactured certain extruding equipment for Crosstex and such letter of credit
is secured by such equipment (the “Crosstex L/C”).  The Borrower has represented to the
Administrative Agent and the Lender that the Crosstex L/C automatically reduces
by 100,000 Euro each month upon payment of each of six equal monthly
installments and shall terminate on or before January 31, 2007. As of the date
hereof, the Crosstex L/C has a balance of 300,000 Euro (approximately
$382,410).


Sections 6.1(d) and 6.2(c)(ii) of the Credit
Agreement (the “Applicable Covenants”) prohibit purchase money liens and
debt in connection therewith in excess of $500,000 at any one time
outstanding.  Therefore, the Loan Parties
acknowledge that an Event of Default (the “Acknowledged Default”) may
have existed under the Credit Agreement for so long as the Crosstex L/C balance
was in excess of $500,000, as a result of the failure of the Loan Parties to
comply with the Applicable Covenants.


Based on the foregoing representation and
subject to the other terms and conditions contained herein, the Required
Lenders hereby agree to waive the Acknowledged Defaults caused by the Crosstex
L/C during any and all periods that such Acknowledged Default existed.


The above waiver is a one time waiver and shall not be construed to be
a waiver as to future compliance with the Applicable Covenants or a waiver of
any other Default or Event of Default that may exist.  Nothing contained herein shall be deemed to
constitute a waiver of any other rights or remedies the Administrative Agent or
any Lender may have under the Credit Agreement or any other Loan Document or
under applicable law.  The Credit
Agreement shall remain in full force and effect according to its terms.


[Remainder
of Page Intentionally Left Blank]











This letter may be executed in any number of
counterparts, each of which shall constitute an original, but all of which when
taken together shall constitute but one contract.  This letter shall be governed by and
construed in accordance with the laws of the State of New York.


	
  

  	
  Very truly yours,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK OF AMERICA, N.A.,

  
	
   

  	
  as Administrative Agent 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

  	
   

  
						



 











The
above waiver is acknowledged and


agreed to as of the date first above written:


CANTEL MEDICAL CORP.,

as Borrower


	
  By: 

  	
  /s/ James P.
  Reilly

  	
   

  
	
  Name:

  	
  James P. Reilly

  	
   

  
	
  Title:

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Craig A.
  Sheldon

  	
   

  
	
  Name:

  	
  Craig A. Sheldon

  	
   

  
	
  Title:

  	
  Senior VP and CFO

  	
   

  
	
   

  	
   

  	
   

  
	
  MINNTECH CORPORATION,

  	
   

  	
   

  
	
  as Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Roy K.
  Malkin

  	
   

  
	
  Name:

  	
  Roy K. Malkin

  	
   

  
	
  Title:

  	
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  
	
  MAR COR PURIFICATION, INC.

  	
   

  	
   

  
	
  as Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Andrew G.
  Stitzinger

  	
   

  
	
  Name:

  	
  Andrew G. Stitzinger

  	
   

  
	
  Title:

  	
  VP Finance, Service and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  CROSSTEX INTERNATIONAL, INC.

  	
   

  	
   

  
	
  as Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Gary D.
  Steinberg

  	
   

  
	
  Name:

  	
  Gary D. Steinberg

  	
   

  
	
  Title:

  	
  Executive VP and Secretary

  	
   

  
	
   

  	
   

  	
   

  
	
  BIOLAB EQUIPMENT ATLANTIC, LTD.

  	
   

  	
   

  
	
  as Guarantor

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By: 

  	
  /s/ Craig A.
  Sheldon

  	
   

  
	
  Name:

  	
  Craig A. Sheldon

  	
   

  
	
  Title:

  	
  Secretary