Exhibit 10.2
AMENDED AND RESTATED
REVOLVING NOTE
$8,500,000.00
St.
Louis, Missouri
June 7, 2007
FOR VALUE RECEIVED, the undersigned,
SYNERGETICS, INC., a Missouri corporation, and SYNERGETICS USA,
INC., a Delaware corporation (individually, a
“Borrower” and together, the “Borrowers”),
hereby jointly and severally promise to pay on the Termination Date
to the order of Regions Bank (the “Lender”), at its
main office in St. Louis, Missouri, or at any other place
designated at any time by the holder hereof, in lawful money of the
United States of America and in immediately available funds, the
principal sum of Eight Million Five Hundred Thousand and 00/100
($8,500,000.00) or, if less, the aggregate unpaid principal amount
of all Advances and Swing Line Loans made by the Lender to the
Borrowers under the Credit Agreement (defined below), together with
interest on the principal amount hereunder remaining unpaid from
time to time, computed on the basis of the actual number of days
elapsed and a 360-day year, from the date hereof until this Note is
fully paid at the rate from time to time in effect under the Credit
and Security Agreement dated as of March 13, 2006, as
heretofore amended by First Amendment dated as of
September 26, 2006, by Second Amendment dated as of
December 8, 2006 and by Third Amendment of even date herewith
(as so amended, the “Credit Agreement”) by and among
the Lender and the Borrowers. The principal hereof and interest
accruing thereon shall be due and payable as provided in the Credit
Agreement. This Note may be prepaid only in accordance with the
Credit Agreement.
This Note is issued purs
