Exhibit
10(ee)


 


FIRST AMENDMENT TO
CREDIT AGREEMENT


 


THIS FIRST AMENDMENT TO
CREDIT AGREEMENT, dated as of April 19, 2006 (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)           Definitions.
The following definitions appearing in Section 1.1 of the Credit Agreement are
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
and (vii) non-cash stock compensation expenses in accordance with FAS 123R minus
extraordinary and nonrecurring gains (in each case determined in accordance
with GAAP).


 


“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.


 


“Investment” means, as to any Person, (a) any loan or advance to another Person,
(b) any purchase or other acquisition of any capital stock or other ownership
or profit interest, warrants, rights, options, obligations or other securities
of another Person, (c) any capital contribution to another Person or (d) any
other investment in another Person, including, without limitation, any
arrangement pursuant to which the investor incurs Debt of the types referred to
in clause (i) or (j) of the definition of “Debt” in respect of
another Person.


 


(b)           Section
6.7. (i) Sections 6.7(d) and (e) are amended to read as follows and (ii) a
new Section 6.7(f) is added to read as follows:


 


(d)           for
issuances of stock expressly permitted by Section 6.18;


 


(e)           stock
acquired as the purchase price for stock to be issued pursuant to an Equity
Compensation Plan or pursuant to any stock option issued by the Borrower; and


 


(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 term of this Agreement 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.


 


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)           Fees and Expenses. Payment by the Borrower
of all fees and 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.


 


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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 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/
  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

  
	
   

  	
   

  
	
  GUARANTORS:

  	
   

  
	
   

  	
   

  
	
   

  	
  MINNTECH CORPORATION,

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Roy K. Malkin

  	
   

  
	
   

  	
  Name: Roy K. Malkin

  
	
   

  	
  Title: President and
  CEO

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  MAR COR PURIFICATION,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Andrew Krakauer

  	
   

  
	
   

  	
  Name: Andrew Krakauer

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CROSSTEX INTERNATIONAL,
  INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard Allen
  Orofino

  	
   

  
	
   

  	
  Name: Richard Allen
  Orofino

  
	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
  WELLSPRING, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Reilly

  	
   

  
	
   

  	
  Name: James P. Reilly

  
	
   

  	
  Title: President

  
							



 


 

















 


	
   

  	
  BIOLAB EQUIPMENT
  ATLANTIC, LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James P. Reilly

  	
   

  
	
   

  	
  Name: James P. Reilly

  
	
   

  	
  Title: President

  



 


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  ADMINSTRATIVE

  	
   

  
	
  AGENT
  & LENDERS:

  	
   

  
	
   

  	
   

  
	
   

  	
  BANK
  OF AMERICA, N.A.,

  
	
   

  	
  as
  Administrative Agent,

  
	
   

  	
   

  
	
   

  	
  By
  

  	
  /s/
  Michael R. Langmeyer

  	
   

  
	
   

  	
  Name:
  Michael R. Langmeyer

  
	
   

  	
  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 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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