EACH OF THE OTHER LOAN
DOCUMENTS SHALL REMAIN IN FULL FORCE AND EFFECT IN ACCORDANCE WITH THEIR
RESPECTIVE TERMS.
SECTION 5.2.
GOVERNING LAW. THIS THIRD AMENDMENT
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO ITS RULES PERTAINING TO CONFLICTS OF LAWS OTHER THAN
GENERAL OBLIGATIONS LAW SECTION 5.1401.
SECTION 5.3.
SEVERABILITY.
THE PROVISIONS OF THIS THIRD
AMENDMENT ARE SEVERABLE, AND IF ANY CLAUSE OR PROVISION SHALL BE HELD INVALID OR
UNENFORCEABLE IN WHOLE OR IN PART IN ANY JURISDICTION, THEN SUCH INVALIDITY OR
UNENFORCEABILITY SHALL AFFECT ONLY SUCH CLAUSE OR PROVISION, OR PART THEREOF, IN
SUCH JURISDICTION AND SHALL NOT IN ANY MANNER AFFECT SUCH CLAUSE OR PROVISION IN
ANY OTHER JURISDICTION, OR ANY OTHER CLAUSE OR PROVISION IN THIS THIRD AMENDMENT
IN ANY JURISDICTION.
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SECTION 5.4.
COUNTERPARTS.
THIS THIRD AMENDMENT MAY BE SIGNED IN ANY NUMBER OF COUNTERPARTS WITH THE SAME
EFFECT AS IF THE SIGNATURES THERETO AND HERETO WERE UPON THE SAME INSTRUMENT.
DELIVERY OF AN EXECUTED COUNTERPART OF THIS THIRD AMENDMENT BY FACSIMILE SHALL
BE AS EFFECTIVE AS DELIVERY OF AN ORIGINALLY EXECUTED COUNTERPART.
SECTION 5.5.
BINDING EFFECT; ASSIGNMENT.
THIS
THIRD AMENDMENT SHALL BE BINDING UPON AND INURE TO THE BENEFIT OF THE BORROWER
AND ITS RESPECTIVE SUCCESSORS AND TO THE BENEFIT OF THE ADMINISTRATIVE AGENT AND
THE LENDERS AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS.
THE RIGHTS AND
OBLIGATIONS OF THE BORROWER UNDER THIS THIRD AMENDMENT SHALL NOT BE ASSIGNED OR
DELEGATED WITHOUT THE PRIOR WRITTEN CONSENT OF THE LENDERS, AND ANY PURPORTED
ASSIGNMENT OR DELEGATION WITHOUT SUCH CONSENT SHALL BE VOID.
SECTION 5.6.
EXPENSES.
THE BORROWER SHALL PAY
THE ADMINISTRATIVE AGENT UPON DEMAND FOR ALL REASONABLE EXPENSES, INCLUDING
REASONABLE FEES OF COUNSEL FOR THE ADMINISTRATIVE AGENT, INCURRED BY THE
ADMINISTRATIVE AGENT IN CONNECTION WITH THE PREPARATION, NEGOTIATION AND
EXECUTION OF THIS THIRD AMENDMENT AND ANY DOCUMENTS REQUIRED TO BE FURNISHED
HEREWITH.
SECTION 5.7.
USA PATRIOT ACT NOTICE.
EACH LENDER
AND THE ADMINISTRATIVE AGENT (FOR ITSELF AND NOT ON BEHALF OF ANY LENDER) HEREBY
NOTIFIES THE BORROWER THAT PURSUANT TO THE REQUIREMENTS OF THE USA PATRIOT ACT
(TITLE III OF PUB. L. 107-56 (SIGNED INTO LAW OCTOBER 26, 2001)) (THE "ACT"), IT
IS REQUIRED TO OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES THE
BORROWER, WHICH INFORMATION INCLUDES THE NAME AND ADDRESS OF THE BORROWER AND
OTHER INFORMATION THAT WILL ALLOW SUCH LENDER OR THE ADMINISTRATIVE AGENT, AS
APPLICABLE, TO IDENTIFY THE BORROWER IN ACCORDANCE WITH THE ACT.
[Signature Pages Follow]
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IN WITNESS WHEREOF, the parties hereto have caused this Third Amendment to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CANTEL MEDICAL CORP.,
as Borrower
By:
Name: Craig A. Sheldon
Title:
Senior Vice President & Chief Financial
Officer
Third Amendment to Credit Agreement
FLEET NATIONAL BANK,
a Bank of America Company,
as Administrative Agent,
as Initial Issuing Bank,
as Swing Line Bank and as a Lender
By:
Name: Richard M Williams
Title:
Credit