AMENDED AND RESTATED
REVOLVING NOTE
(Wachovia Bank, National Association)
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St. Louis,
Missouri December 8, 2006
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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 Wachovia Bank, National
Association (the “Lender”), at the main office of
Regions Bank 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 Seven Hundred Twenty-Seven Thousand
and 00/100 ($2,727,000) 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 as of
March 13, 2006, as heretofore amended by First Amendment dated
as of September 26, 2006 and as further amended by Second
Amendment of even date herewith (as so amended, the “Credit
Agreement”) by and among the Lender, Regions Bank and the
Bo
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