Exhibit 10.2
SECOND AMENDED AND RESTATED
FOREIGN ACCOUNTS
REVOLVING NOTE
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$2,500,000
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St. Louis, Missouri
June 5,
2008 |
FOR VALUE RECEIVED, the undersigned,
SYNERGETICS, INC., a Missouri corporation
(“Synergetics”), SYNERGETICS USA, INC., a Delaware
corporation (“Synergetics USA”), SYNERGETICS GERMANY,
GMBH; SYNERGETICS ITALIA, SRL, and SYNERGETICS FRANCE, SARL, a
French company (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 Two
Million Five Hundred Thousand and 00/100 ($2,500,000) or, if less,
the aggregate unpaid principal amount of all Advances 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 June 20,
2007, as amended by First Amendment thereto dated as of
January 31, 2008, and as further amended by Second Amendment
thereto (“Second Amendment”) of even date herewith (as
so amended, the “Credit Agreement”) by and between 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 p