CARSEN GROUP INC.
as Borrower
- and -
CANTEL INDUSTRIES INC.
as Guarantor
- and -
NATIONAL BANK OF CANADA
AS LENDER
--------------------------------------------------------------------------------
FIRST LOAN AMENDING AGREEMENT
--------------------------------------------------------------------------------
DATED AS OF AUGUST 28, 1995
FIRST LOAN AMENDING AGREEMENT dated as of August 28, 1995 among Carsen Group
Inc. (the "Borrower"), Cantel Industries Inc. ("Cantel") and National Bank of
Canada (the "Lender").
WHEREAS the Borrower, Cantel and the Lender are parties to a loan agreement
dated as of October 29, 1993 (the "Loan Agreement") pursuant to which the Lender
has agreed to make extensions of credit to the Borrower on the terms and
conditions contained therein and Cantel agreed to make certain commitments with
respect to the Borrower's obligations to the Lender;
AND WHEREAS Section 8.05 of the Loan Agreement provides, INTER ALIA, that no
amendment or waiver of any provision of the Loan Agreement shall be effective
unless consented to in writing by the Lender;
AND WHEREAS the Borrower has requested that the Lender, INTER ALIA, (i)
extend the Repayment Date to December 31, 1996; (ii) increase the Notional
Amount of Foreign Exchange Hedging Arrangements to U.S. $15,000,000; (iii)
reduce the interest rate on Canadian Dollar Advances to the Prime Rate plus
0.75% per annum; (iv) reduce the stand-by fee charged on the undrawn portion of
the Credit Facility to 0.25% per annum; and (v) make Bankers' Acceptances
available to the Borrower under the Credit Facility;
AND WHEREAS the Lender has agreed, subject to the terms and conditions set
out herein, to permit such amendments to the Loan Agreement;
AND WHEREAS Cantel wishes to confirm the continuing validity of the Letter
of Guarantee and its agreement with the terms and conditions of this First Loan
Amending Agreement;
NOW THEREFORE in consideration of the premises and for other good and
valuable consideration, the parties hereto agree as follows:
SECTION 1. DEFINED TERMS. Unless otherwise defined herein, terms defined in
the Loan Agreement are used in this First Loan Amending Agreement, including the
recitals hereto, as defined in the Loan Agreement.
SECTION 2. AMENDMENTS TO SECTION 1.01 OF THE LOAN AGREEMENT. (1) The
definition of "Accommodation" in Section 1.01 of the Loan Agreement is hereby
deleted and the following substituted therefor:
"ACCOMMODATION" means, (i) an Advance made by the Lender on the occasion of
any Borrowing; (ii) the issue of a Letter of Credit by the Lender; (iii) the
acceptance of a Trade Letter of Credit by the Lender; (iv) the provision of
any Foreign Exchange Hedging Arrangement by the Lender; and (v) the creation
and purchase of Bankers' Acceptances or the purchase of completed Drafts by
the Lender on the occasion of any Drawing."
(2) The following definition of "Bankers' Acceptance" is hereby added to
Section 1.01 of the Loan Agreement after the definition of "Associate" and
before the definition of "Beneficiary":
"BANKERS' ACCEPTANCE" has the meaning specified in Section 2.16."
(3) The definition of "Commitment" in Subsection 1.01 of the Loan Agreement
is hereby deleted and the following substituted therefor:
"COMMITMENT" means (i) for the period from the Closing Date to December 31,
1995, up to U.S. $7,500,000; (ii) for the period from January 1, 1996 to
December 31, 1996, up to U.S. $6,500,000; (iii) for the period from January
1, 1997 to December 31, 1997, up to U.S. $4,500,000; and (iv) for the period
from January 1, 1998 to December 31, 1998, up to U.S. $2,500,000."
(4) The definition of "Distribution Agreement" in Section 1.01 of the Loan
Agreement is hereby deleted and the following substituted therefor:
"DISTRIBUTION AGREEMENT" means the agreement between the Borrower and
Olympus dated as of April 1, 1994 or any subsequent renewal thereof."
(5) The following definitions shall be added to Section 1.01 of the Loan
Agreement after the definition of "Division Sample Inventory" and before the
definition of "Earnings Available for Interest":
"DRAFT" means at any time a ▇▇▇▇▇ ▇▇▇▇ of exchange, within the meaning of
the Bills of Exchange Act (Canada), drawn by the Borrower on the Lender or
any other Person and bearing such distinguishing letters and numbers as the
Lender or such Person may determine, but which at such time has not been
completed or accepted by the Lender or such Person.
"DRAWING" means (i) the creation and purchase of Bankers' Acceptances by the
Lender or by any other Person pursuant to Article 2; or (ii) the purchase of
completed Drafts by the Lender or by any other Person pursuant to Article 2.
"DRAWING FEE" means, with respect to each Draft drawn by the Borrower
hereunder and purchased by any Person on any Drawing Date, an amount equal
to 1.75% of the aggregate Face Amount of such Draft, calculated on the basis
of the term to maturity of such Draft and a year of 365 days.
"DRAWING DATE" means any Business Day fixed pursuant to Section 2.18 for a
Drawing.
"DRAWING NOTICE" has the meaning specified in Section 2.18(1)."
(6) The definition of Event of Default in Section 1.01 of the Loan Agreement
is hereby deleted and the following substituted therefor:
"EVENT OF DEFAULT" shall have the meaning specified in Section 7.01 and
"DEFAULT" means an event which, with the giving of notice or passage of
time, or both, would constitute an Event of Default."
(7) The definition of "Face Amount" in Section 1.01 of the Loan Agreement is
hereby deleted and the following substituted therefor:
"FACE AMOUNT" means (i) in respect of a Draft or a Bankers' Acceptance, as
the case may be, the amount payable to the holder thereof on its maturity;
and (ii) in respect of a Letter of Credit or Trade Letter of Credit the
maximum amount payable to the Beneficiary."
(8) The definition of "Lending Limit" in Section 1.01 of the Loan Agreement
is hereby deleted and the following substituted therefor:
"LENDING LIMIT" means (i) for the period from the Closing Date to December
31, 1995, the lesser of U.S. $7,500,000 and the Margin Requirement,; (ii)
for the period from January 1, 1996 to December 31, 1996, the lesser of U.S.
$6,500,000 and the Margin Requirement; (iii) for the period from January 1,
1997 to December 31, 1997, subject to extension of the Repayment Date, the
lesser of U.S. $4,500,000 and the Margin Requirement; and (iv) for the
period from January 1, 1998 to December 31, 1998, subject to extension of
the Repayment Date, the lesser of U.S. $2,500,000 and the Margin
Requirement."
(9) The definition of "Loan Documents" in Section 1.01 of the Loan Agreement
is hereby amended by adding the phrase "the Drafts, the Bankers' Acceptances",
after the phrase "means this Agreement", and before the phrase "the Security
Documents".
(10) The definition of "Margin Requirement" in Section 1.01 of the Loan
Agreement is hereby deleted and the following substituted therefor:
"MARGIN REQUIREMENT" means the amount by which:
(A) the sum of:
(i) 85% of Division Eligible Accounts Receivable; and
(ii) 75% of Eligible Accounts Receivable; and
(iii) the lesser of (y) the sum of 85% of Division Eligible Accounts
Receivable and 75% of Eligible Accounts Receivable, and (z) 50% of
Eligible Inventory, and 40% of Division Sample Inventory to a maximum
of, in the case of Division Sample Inventory, $1,000,000 (reducing to
(i) 30% to a maximum of $750,000,000 from and after January 1, 1996;
(ii) 20% to a maximum of $500,000 from and after January 1, 1997; and
(iii) 10% to a maximum of $250,000 from and after January 1, 1998,
exceeds (B) the amount of liabilities owing by the Borrower which are
capable of comprising a lien or trust claim under relevant legislation in
respect of the assets of the Borrower ranking or capable of ranking in
priority to the Security."
(11) The definition of "Outstanding Principal Obligations" in Section 1.01
of the Loan Agreement is hereby deleted and the following substituted therefor:
"OUTSTANDING PRINCIPAL OBLIGATIONS" means, at any time, the sum of (i) the
aggregate principal amount of all Advances made by the Lender outstanding at
such time; (ii) the aggregate Face Amount of all outstanding Letters of
Credit; (iii) the aggregate Face Amount of all outstanding Trade Letters of
Credit accepted by the Lender; and (iv) the aggregate Face Amount of all
outstanding Bankers' Acceptances and completed Drafts which the Lender has
purchased or arranged to have purchased."
(12) The definition of "Repayment Date" in Section 1.01 of the Loan
Agreement is hereby deleted and the following substituted therefor:
REPAYMENT DATE" means in respect to all Accommodations made hereunder,
December 31, 1996, or such other date as determined pursuant to Section
8.06."
SECTION 3. ADDITION OF SCHEDULE 12 TO LOAN AGREEMENT. Schedule 12, entitled
"Form of Drawing Notice", attached hereto shall form an integral part of the
Loan Agreement.
SECTION 4. AMENDMENT TO ARTICLE II OF THE LOAN AGREEMENT. The title of
Article II of the Loan Agreement "Advances and Letters of Credit" is hereby
deleted and the following title substituted therefor:
"Advances, Letters of Credit and Bankers' Acceptances".
SECTION 5. AMENDMENT TO SECTION 2.03(1) OF THE LOAN AGREEMENT. Section
2.03(1) of the Loan Agreement is hereby amended by deleting the phrase
"specified in the applicable Notice of Borrowing" appearing after the phrase
"Type of Advance" and substituting the phrase "resulting from the Lender's
actions pursuant to Section 2.02(1)(ii)".
SECTION 6. AMENDMENT TO SECTION 2.06 OF THE LOAN AGREEMENT. Section 2.06 of
the Loan Agreement is hereby amended by deleting the first sentence of such
Section which begins with the phrase "Subject to Section 2.08," and substituting
the following therefor:
"Subject to Section 2.08, the Borrower shall pay interest on the unpaid
principal amount of each Canadian Dollar Advance made to it from the date of
such Canadian Dollar Advance until such principal amount shall be repaid in
full, at a rate per annum equal, (x) at any time prior to February 1, 1995,
to the sum of the Prime Rate in effect from time to time plus 1.0% per
annum; and (y) at any time on or after February 1, 1995, to the sum of the
Prime Rate in effect from time to time plus .75% per annum, in each case,
calculated daily and payable (i) in arrears on the last Business Day of each
month in each year; and (ii) when such Canadian Dollar Advance become due
and payable in full or is changed to a U.S. Base Dollar Advance pursuant to
Section 2.03(2)."
SECTION 7. AMENDMENT TO ARTICLE II OF THE LOAN AGREEMENT. The following
provisions shall be added to the Loan Agreement after Section 2.15 of the Loan
Agreement:
"SECTION 2.16 ACCEPTANCES AND DRAFTS. The Lender agrees, on the
terms and conditions of this Agreement and from time to time on any
Business Day prior to the Repayment Date to create acceptances ("Bankers'
Acceptances") by accepting Drafts of the Borrower provided that (i) no
Default or Event of Default shall have occurred and be continuing, (ii)
the Outstanding Principal Obligations shall not, at the time of creation
of each Bankers' Acceptance and shall not as a result of such issue,
exceed the Lending Limit, and (iii) the amounts outstanding under
Bankers' Acceptances at the time of creation of each Bankers' Acceptance
and shall not as a result of such issue, exceed the lesser of (x) U.S.
$3,750,000 and (y) 50% of the Outstanding Principal Obligations. Bankers'
Acceptances shall be created by the Lender (i) upon the Borrower paying
the Drawing Fee into the Canadian Dollar Account; or (ii) at the option
of the Lender, upon the purchase of such Bankers' Acceptances by the
Lender pursuant to Section 2.18(3).
SECTION 2.17. FORM OF DRAFTS. Each Draft presented by the Borrower
for acceptance by the Lender (i) shall be for a Face Amount of not
less than Cdn. $500,000 and in multiples of Cdn. $100,000 thereafter;
(ii) shall be dated the date of the Drawing; and (iii) shall mature and
be payable by the Borrower (in common with all other Drafts presented in
connection with such Drawing) on a Business Day which occurs not less
than 30 and not more than 180 days after the Drawing Date and on or prior
to the Repayment Date and which would not, in the opinion of the Lender,
conflict with the repayment schedule set out in Section 2.05.
SECTION 2.18. PROCEDURE FOR DRAWING. (1) Each Drawing shall be made
on notice (a "Drawing Notice") given by the Borrower to the Lender
not later than 10:00 a.m. (Toronto time) on 2 Business Days' notice. Each
Drawing Notice shall be in substantially the form of Schedule 12, or by
telephone promptly confirmed in writing, containing the same information
as would be contained in a Drawing Notice, shall be irrevocable and
binding on the Borrower and shall specify (i) the Drawing Date; (ii) the
aggregate Face Amount of Drafts to be created; (iii) the contract
maturity date for such Drafts; and (iv) in respect of any Bankers'
Acceptances which are not to be purchased by the Lender pursuant to
Section 2.18(3), (x) the serial numbers of the Drafts' to be accepted,
(y) the name of the purchaser of such Drafts, and (3) the proceeds to be
received by the Borrower for such Drafts.
(2) Not later than 12:00 noon (Toronto time) on the Drawing Date
specified for a relevant Drawing, the Lender (i) shall complete one
or more Drafts dated the date of such Drawing in an aggregate Face
Amount equal to the amount of such Drawing and with the maturity date
specified by the Borrower in its Drawing Notice; (ii) shall accept
the Drafts; and (iii) may purchase the Bankers' Acceptances thereby
created in the manner provided in Section 2.18(3).
(3) The Borrower shall request a quotation from the Lender for the
purchase of any and all Bankers' Acceptances created hereunder on or
before the Drawing Date for such Bankers' Acceptances. The purchase
price for any Bankers' Acceptances which may be purchased by the
Lender shall be paid and satisfied by the Lender crediting the
Canadian Dollar Account with Canadian Dollars in an amount equal
thereto.
(4) Bankers' Acceptances purchased by the Lender, hereunder may be held
by it for its own account until the contract maturity date or sold by
it at any time prior thereto in any relevant market therefor in
Canada, in the Lender's sole discretion.
SECTION 2.19. PRESIGNED DRAFT FORMS. To enable the Lender to make
Drawings in the manner specified in this Article 2, the Borrower
shall supply the Lender with such number of Drafts as the Lender may
reasonably request, duly endorsed and executed on behalf of the Borrower.
The Lender shall exercise such care in the custody and safekeeping of
Drafts as it would exercise in the custody and safekeeping of similar
property owned by it. The Lender will, upon request by the Borrower,
promptly advise the Borrower of the number and designations, if any, of
the uncompleted Drafts then held by it. The signature of any daily
authorized officer of the Borrower on a Draft may be mechanically
reproduced in facsimile and Drafts and Bankers' Acceptances bearing such
facsimile signature shall be binding upon the Borrower as if they had
been manually signed by such officers. Notwithstanding that any of the
individuals whose manual or facsimile signature appears on any Draft as
one of such officers may no longer hold office at the date thereof or at
the date of its acceptance by the Lender hereunder or at any time
thereafter, any Draft or Bankers' Acceptance so signed shall be valid and
binding upon the relevant Borrower.
SECTION 2.20. PAYMENT, CONVERSION OR RENEWAL OF BANKERS'
ACCEPTANCES. (1) Upon the maturity of a Bankers' Acceptance or
Draft, the Borrower may (i) elect to issue a replacement Bankers'
Acceptance or Draft, by giving a Drawing Notice in accordance with
Section 2.18(1); or (ii) pay, on or before 11:00 a.m. (Toronto time) on
the maturity date such Bankers' Acceptance or Draft, an amount in
Canadian Dollars equal to the Face Amount of such Bankers' Acceptance or
Draft (notwithstanding that the Lender may be the holder thereof at
maturity) by deposit of the required funds to the Canadian Dollar
Account. Any such payment shall satisfy the Borrower's obligations under
the Bankers' Acceptances to which it relates and the Lender shall
thereafter be solely responsible for the payment of such Bankers'
Acceptances.
(2)If the Borrower fails to pay any Bankers' Acceptance when due, or to
issue a replacement Bankers' Acceptance or Draft, in the Face Amount of
such Bankers' Acceptance or Draft, pursuant to Section 2.20(1) the unpaid
amount due and payable in respect thereof shall be converted, as of such
date, to a Canadian Dollar Advance made by the Lender under the Credit
Facility and shall bear interest calculated and payable as provided in
this Article 2.
SECTION 2.21 CIRCUMSTANCES MAKING BANKERS' ACCEPTANCES
UNAVAILABLE. (1) If the Lender determines in good faith, which
determination shall be final, conclusive and binding upon the Borrower,
and notifies the Borrower that, by reason of circumstances affecting the
money market, there is no market for Bankers' Acceptances, then,
(a)the right of the Borrower to request a Drawing shall be suspended until
the Lender determines that the circumstances causing such suspension no
longer exist and the Lender so notifies the Borrower; and
(b)any Drawing Notice which is outstanding shall be cancelled and the
Drawing requested therein shall not be made.
(2)The Lender shall promptly notify the Borrower of the suspension of the
Borrower's right to request a Drawing and of the termination of any such
suspension.
SECTION 2.22 PREPAYMENTS. Except as required by Section 8.01, no
prepayment of Bankers' Acceptances shall be made by the Borrower to
the Lender prior to the maturity date of such Bankers' Acceptances. If
the Borrower shall prepay any Bankers' Acceptances as required by Section
8.01, then (unless such prepayment has been rescinded or otherwise is
required to be returned by the Lender for any reason), as between the
Borrower and the Lender, the Lender shall thereafter be solely
responsible for the payment of the Face Amount of such Bankers'
Acceptances to the holder or holders thereof in accordance with the terms
thereof and shall indemnify the Borrower and hold the Borrower harmless
against any liabilities, costs or expenses incurred by the Borrower as a
result of any failure to pay such Bankers' Acceptances in accordance with
their terms."
SECTION 8. AMENDMENT TO SUBSECTION 3.01(2) OF THE LOAN
AGREEMENT. Subsection 3.01(2) of the Loan Agreement is hereby deleted and the
following substituted therefor:
"(2)
The aggregate Notional Amount of all Foreign Exchange Hedging
Arrangements at any time shall not exceed (i) U.S. $10,000,000 or the
Equivalent Cdn. $Amount, in the case of any time prior to February 1,
1995; and (ii) U.S. $15,000,000 or the Equivalent Cdn. $Amount, in the
case of any time on and after February 1, 1995".
SECTION 9. AMENDMENT TO SECTION 7.01 OF THE LOAN AGREEMENT. The phrase
"("Events of Default", and "Default" means any event which constitutes an Event
of Default)", which appears in the second line of the Section, is hereby deleted
and the following substituted therefor: "(each being an "Event of Default")".
SECTION 10. AMENDMENT TO SUBSECTION 8.07(1) OF THE LOAN
AGREEMENT. Subsection 8.07(1) of the Loan Agreement is hereby deleted and the
following substituted therefor:
"(1)
A non-refundable standby fee shall be paid by the Borrower calculated on
the average daily difference between the Commitment at that time and the
Outstanding Principal Obligations, at a rate of (i) at any time prior to
February 1, 1995, .375% per annum; and (ii) on and after February 1,
1995, .25% per annum, in each case, payable monthly in arrears, on the
last Business Day of each month in accordance with the terms hereof up to
and including the Repayment Date".
SECTION 11. EFFECTIVENESS. This First Loan Amending Agreement shall become
effective on and as of the date (such date being referred to as the "First
Amendment effective Date") on which the Lender
receives: (i) counterparts of this First Loan Amending Agreement executed and
delivered by duly authorized officers of the Borrower and Cantel respectively;
and (ii) a favourable opinion from counsel to each of the Borrower and Cantel
respectively; (in each case together with original, certified or photostatic
copies of all certificates on which reliance is made in such opinions).
SECTION 12. REPRESENTATIONS AND WARRANTIES; NO DEFAULT. On and as of the
First Amendment Effective Date and after giving effect to this First Loan
Amending Agreement, the Borrower and Cantel jointly and severally (a) confirm,
reaffirm and restate the representations and warranties set forth in Article 5
of the Loan Agreement, as amended by this First Loan Amending Agreement, except
to the extent that such representations and warranties relate solely to an
earlier date in which case the Borrower and Cantel jointly and severally
confirm, reaffirm and restate such representations and warranties for such
earlier date in all material respects, provided that the references therein
shall be deemed to be to the Loan Agreement as amended by this First Loan
Amending Agreement; and (b) represent that no Default or Event of Default has
occurred and is continuing.
SECTION 13. EFFECT ON LOAN DOCUMENTS. Except as the Loan Agreement is
specifically amended hereby, the Loan Agreement shall remain in full force and
effect, unamended, and is hereby ratified and confirmed, and each of the parties
hereto acknowledges and agrees that nothing contained in this First Loan
Amending Agreement shall be construed as a rescission, novation or replacement
of the Loan Agreement, or as a repayment and readvance thereunder.
SECTION 14. REFERENCE TO THE LOAN AGREEMENT. On and after the date hereof,
each reference in the Loan Agreement to "this Agreement", "hereunder", "hereof",
"herein" or words of like import, and each reference to the Loan Agreement in
the Security Documents and all other agreements, documents and instruments
delivered by all or any one or more of the Bank, The Borrower and any other
Person, shall mean and be a reference to the Loan Agreement as amended hereby.
SECTION 15. CONFIRMATION OF SECURITY. The Borrower hereby confirms that the
Security Documents to which it is a party continue to remain in full force and
effect, unamended, for the benefit of the Lender and continue to extend to all
liabilities of the Borrower under the Loan Agreement as amended hereby.
SECTION 16. CONFIRMATION OF GUARANTEE. Cantel hereby confirms that the
Letter of Guarantee remains in full force and effect, unamended, for the benefit
of the Lender and continues to extend to all liabilities and obligations of the
Borrower under the Loan Agreement as amended hereby.
SECTION 17. CONFIRMATION OF POSTPONEMENT AGREEMENT. Cantel hereby confirms
that the Postponement Agreement remains in full force and effect, unamended, for
the benefit of the Lender and continues to extend to all liabilities of the
Borrower under the Loan Agreement as amended hereby.
SECTION 18. NO WAIVER. The execution, delivery and effectiveness of this
First Loan Amending Agreement shall into operate as a waiver of any right, power
or remedy of the Lenders under the Loan Agreement or any other agreements or
instruments delivered in connection therewith or pursuant thereto.
SECTION 19. EXPENSES. The Borrower shall be obligated to reimburse the
Lender for all its reasonable costs and expenses (including without limitation,
reasonable legal expenses) incurred in connection with the preparation,
execution and delivery of this First Loan Amending Agreement.
SECTION 20. GOVERNING LAW. This First Loan Amending Agreement shall be
governed by and construed in accordance with the laws of the Province of Ontario
and Canada applicable therein and shall be treated in all respects as an Ontario
contract.
SECTION 21. COUNTERPARTS. This First Loan Amending Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and which, taken together, shall constitute one and the same
instrument.
IN THE WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CARSEN GROUP INC.
Per: ___/s/_Edward E. Meltz___________
Authorized Signing Officer
Per: ___/s/_William Vella_____________
Authorized Signing Officer
CANTEL INDUSTRIES INC.
Per: _________________________________
Authorized Signing Officer
Per: _________________________________
Authorized Signing Officer
NATIONAL BANK OF CANADA
Per: _________________________________
Authorized Signing Officer
Per: _________________________________
Authorized Signing Officer
SECTION 21. COUNTERPARTS. This First Loan Amending Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and which, taken together, shall constitute one and the same
instrument.
IN THE WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CARSEN GROUP INC.
Per: _________________________________
Authorized Signing Officer
Per: _________________________________
Authorized Signing Officer
CANTEL INDUSTRIES INC.
Per: ___/s/_James P. Reilly___________
Authorized Signing Officer
Per: ___/s/▇▇▇▇▇▇ ▇. Dornbush_________
Authorized Signing Officer
NATIONAL BANK OF CANADA
Per: ___/s/_William Crossland_________
Authorized Signing Officer
Per: ___/s/_Lili Shane________________
Authorized Signing Officer
12
SECTION 21. COUNTERPARTS. This First Loan Amending Agreement may be
executed in any number of counterparts, each of which shall be deemed an
original and which, taken together, shall constitute one and the same
instrument.
IN THE WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their respective officers thereunto duly authorized, as of the date
first above written.
CARSEN GROUP INC.
Per: ___/s/_Edward E. Meltz___________
Authorized Signing Officer
Per: ___/s/_William Vella______________
Authorized Signing Officer
CANTEL INDUSTRIES INC.
Per: _________________________________
Authorized Signing Officer
Per: _________________________________
Authorized Signing Officer
NATIONAL BANK OF CANADA
Per: ___/s/_William Crossland_________
Authorized Signing Officer
Per: ___/s/_Lili Shane________________
Authorized Signing Officer
12
SCHEDULE 12
FORM OF DRAWING NOTICE
[DATE]
National Bank of Canada
Attention: -
Dear Sirs:
The undersigned, Carsen Group Inc. (the "Borrower"), refers to the loan
agreement dated as of October 29, 1993, as amended, supplemented or restated
from time to time (the "Loan Agreement", the terms defined therein being used
herein as therein defined) among the Borrower, Cantel and the Lender and hereby
gives you notice pursuant to Section 2.18(1) of the Loan Agreement that the
Borrower hereby requests a Drawing under the Loan Agreement, and, in that
connection sets forth below the information relating to such Drawing (the
"Proposed Drawing") as required by Section 2.18(1) of the Loan Agreement:
(a) The Drawing Date of the Proposed Drawing, being a Business Day, is -.
(b) The aggregate Face Amount of Drafts to be accepted and purchased in Cdn.
$-(1).
(c) The maturity date for such Drafts is -, representing a term to maturity of
approximately - days(2).
(d) The serial numbers of such Drafts are -(3).
(e) The name of the purchaser of such Drafts is -.
(f) The proceeds to be received by the Borrower for such Drafts are Cdn. $-.
[(g)In the case of a conversion, insert principal amount and the particulars of
the Type of Advance to be converted.]
Yours truly,
CARSEN GROUP INC.
Per:
Authorized Signatory
------------------------
(1) Specify a minimum of $500,000 and an integral multiple of $100,000.
(2) Specify number of days between 30 and 180 days.
(3) Omit items (d), (e) and (f) if the Lender is to purchase the Bankers'
Acceptances.
13