Exhibit 10(ff)
SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT
AND COLLATERAL DOCUMENTATION
This Agreement, entered as of the 1st day of February, 2000, by and
between NATIONAL BANK OF CANADA, a chartered bank constituted under the Bank Act
of Canada, with offices at 000 Xxxx 00xx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000
("Bank" or "Lender"), MEDIVATORS, INC., a Minnesota corporation with offices at
0000 Xxxx Xxx Xxxxxx, Xxxxx, Xxxxxxxxx 00000 ("MediVators") and DISPOSAL
SCIENCES, INC., a Minnesota corporation, with offices at 0000 Xxxx Xxx Xxxxxx,
Xxxxx, Xxxxxxxxx 00000 ("Disposal").
R E C I T A L S:
1. Borrowers are the "Borrowers" under a Loan and Security Agreement
dated May 22, 1996 with National Canada Finance Corp. ("NCFC"). The Loan and
Security Agreement, as amended by a First Amendment dated as of December 1,
1997, a Second Amendment dated as of July 1, 1998, a Third Amendment dated as of
October 26, 1998, a Fourth Amendment dated as of November 1, 1998 and a Fifth
Amendment dated as of October 1, 1999 is herein referred to as the "Loan
Agreement". Lender is the successor in interest to NCFC under the Loan
Agreement. Any capitalized terms utilized and not defined herein shall have the
same meanings as are ascribed to them in the Loan Agreement.
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2. The Borrowers have requested, and Lender has agreed to, the
modification of certain terms of the Loan Documents in the manner herein
provided.
Now therefore, in consideration of the foregoing, and for other good
and valuable consideration the receipt and sufficiency of which are hereby
acknowledged, the parties do hereby agree as follows:
SECTION 1. MODIFICATION OF LOAN AGREEMENT AND LOAN DOCUMENTS.
1.1 LOAN AGREEMENT AMENDMENTS. The Loan Agreement is hereby amended as
follows:
(a) The last sentence of Section 2.1 is amended by deleting same in its
entirety and substituting the following in its place and stead:
The entire outstanding balance of principal, and any accrued and unpaid
interest thereon, shall be due and payable and the Revolving Line of
Credit Loan shall terminate on the earlier of: (i) August 1, 2001, or
(ii) acceleration of the Obligations upon an Event of Default (the
earlier of such dates being the "Revolving Line of Credit Termination
Date").
1.2 AFFIRMATION. Except as modified herein, the Loan Agreement and Loan
Documents shall remain in full force and effect.
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SECTION 2. NO WAIVER OF DEFAULTS.
2.1 NO WAIVER OF PAST DEFAULTS. Nothing contained herein and no action
by Lender shall be deemed to constitute a waiver of any other Default under the
Loan Documents.
SECTION 3. BORROWER REPRESENTATIONS.
3.1 CORPORATE AUTHORITY. Borrowers have the authority to enter into and
perform their obligations under this Agreement. The execution, delivery and
performance of this Agreement has been duly authorized by all requisite
corporate action of Borrowers. Each of the Borrower's Locations, the current
locations of all Inventory, and the locations of each office at which each
Borrower maintains Records concerning its Accounts Receivable or other Accounts
and General Intangibles, and other financial matters, are solely as set forth in
Exhibit E annexed.
3.2 ENFORCEABILITY. This Agreement constitutes the legal valid and
binding obligations of Borrowers and is enforceable against Borrowers in
accordance with its terms.
3.3 NO CONFLICT. The execution and delivery of this Agreement and the
performance of the transactions contemplated hereby by each Borrower do not
conflict with or result in any violation of each Borrower's Certificate of
Incorporation or by-laws or any statute, rule or regulation applicable to or
binding upon either Borrower. The execution, delivery and performance of this
Agreement will not conflict with or result in any violation of
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any provision of any agreement, contract, instrument, order, writ, judgment,
decree or other undertaking to which any Borrower is a party or is obligated or
by which any Borrower's property is bound.
3.4 AUTHORIZATION. The signatories executing this Agreement on behalf
of Borrowers have been authorized by Borrowers to so execute this Agreement and
the execution of this Agreement has been authorized by corporate resolution of
each Borrower.
SECTION 4. GENERAL PROVISIONS.
4.1 DOCUMENTS. By execution of this Agreement, Borrowers are
simultaneously modifying all Loan Documents, including any promissory notes
previously delivered by Borrowers, to conform to the terms of this Agreement,
and all of such Loan Documents shall be deemed so modified. The Loan Documents
shall otherwise remain in full force and effect.
4.2 ENTIRE AGREEMENT. This Agreement and the Loan Documents and the
instruments, agreements and certificates delivered simultaneously herewith, if
any, or referred to herein, constitute the entire agreement of the parties with
respect to the subject matter hereof, and supersede all prior and
contemporaneous agreements, whether written or oral, except as otherwise
provided herein.
4.3 AMENDMENT. No provision of this Agreement may be waived or changed
orally, but only by instrument in writing, signed
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by the party against whom enforcement of such change or waiver is
sought.
4.4 NOTICES. All notices and other communications hereunder shall be in
writing and shall be effective when delivered personally or when mailed by
certified or registered mail (return receipt requested) addressed at the
addresses set forth hereinabove or to such other addresses as a party may
designate to the other in writing.
4.5 EFFECTIVE DATE. This Agreement and the amendments provided for
herein shall take effect as of the date provided for herein or otherwise as of
the date of this Agreement set forth hereinabove.
4.6 UNENFORCEABILITY. Any provision of this Agreement which is
prohibited or unenforceable shall be deemed severed from this Agreement without
invalidating the remaining provisions or affecting the validity or
enforceability of the remainder of this Agreement.
4.7 COUNTERPART EXECUTION. This Agreement may be signed in any number
of counterparts with the same effect as if the signatures thereto were upon the
same instrument.
4.8 HEADINGS. The Section headings contained herein are for convenience
of reference only and are not intended to define, limit or describe the scope or
intent of any provision of this Agreement.
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4.9 THIRD PARTIES. None of the obligations hereunder of any party shall
inure to or be enforceable by any party other than a party of this Agreement.
4.10 BINDING EFFECT. This Agreement shall be binding upon, and shall
inure to the benefit of, the successors in interest and the permitted assigns of
the parties hereto.
4.11 DEFAULT. Except as expressly set forth herein, Bank hereby
specifically reserves all of its rights and remedies under the Loan Agreement
and Loan Documents. If any Borrower fails to perform its obligations under this
Agreement, Borrowers shall be in default hereunder and said default shall be a
default under the Loan Documents.
4.12 OTHER DOCUMENTS. Bank and Borrowers agree to execute any and all
other documents and to take such other actions as may be necessary to carry out
the terms of this Agreement. All other documents shall be in a form and content
acceptable to Bank.
4.13 WAIVER OF TRIAL BY JURY. EACH BORROWER HEREBY, KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY, WAIVES ANY RIGHT SUCH BORROWER MAY HAVE OR
HEREAFTER ACQUIRE TO A TRIAL BY JURY IN RESPECT TO ANY SUIT, ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. Each Borrower hereby
certifies that neither Bank nor any of its representatives, agents or counsel
has represented, expressly or otherwise, that Bank would not, in the event of
any such suit, action or proceeding seek to enforce this
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waiver of right to trial by jury. Each Borrower acknowledges that it has made
this waiver knowingly, voluntarily and intentionally.
IN WITNESS WHEREOF, the parties hereto have executed or caused this
Agreement to be executed, all as of the day and year first above written.
ATTEST: MEDIVATORS, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxx X. Xxxxxx
---------------------------- -------------------------------------
Xxxxxxx Xxxxxx Xxx X. Xxxxxx
ATTEST: DISPOSAL SCIENCES, INC.
/s/ Xxxxxxx Xxxxxx By: /s/ Xxx X. Xxxxxx
---------------------------- -------------------------------------
Xxxxxxx Xxxxxx Xxx X. Xxxxxx
NATIONAL BANK OF CANADA
By: /s/ Xxxx X. Xxxxxx
-------------------------------------
Xxxx X. Xxxxxx
Vice President
By: /s/ Xxxxxxx X. Xxxxx
-------------------------------------
Xxxxxxx X. Xxxxx
Vice President & Manager
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EXHIBIT E
LOCATIONS
All inventory, accounts receivable, machinery and equipment, and records related
to the same are located at the following address:
MediVators, Inc.
0000 Xxxx Xxx Xxxxxx
Xxxxx 00
Xxxxx, XX 00000
Additionally, certain records related to all of the above assets may be located
at the office of the Guarantor.
Cantel Industries, Inc.
0000 Xxxxx Xxxxxx - Xxxxx 000
Xxxxxxx, XX 00000
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