exv10w2






Exhibit 10.2






SECOND AMENDED AND RESTATED

FOREIGN ACCOUNTS

REVOLVING NOTE




	 	 	 
	 
	 	 
	$2,500,000

	 	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 prepaid only in accordance with the Credit Agreement.
Capitalized terms utilized in this Note but not defined herein have the same meanings as set forth
in the Credit Agreement.



     This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among
other things, for acceleration hereof. This Note is the Second Amended Revolving Note referred to
in the Second Amendment.



     This Note, among other things, is secured pursuant to the Credit Agreement and the Security
Documents as therein defined, and may now or hereafter be secured by one or more other security
agreements, mortgages, deeds of trust, assignments or other instruments or agreements.



     The Borrowers hereby agree to pay all costs of collection, including attorneys’ fees and legal
expenses in the event this Note is not paid when due, whether or not legal proceedings are
commenced.



     Presentment or other demand for payment, notice of dishonor and protest are expressly waived.



     This Note shall be governed by the internal substantive laws of the State of Missouri, without
regard for its conflicts-of-law principles.



     This Note is a replacement for, but not a novation or refinancing of, the Foreign Accounts
Revolving Note dated June 20, 2007, as heretofore amended by Amended and Restated Foreign













 







Accounts Revolving Note dated as of January 31, 2008, by Borrowers payable to the order of
Lender. This Note does not evidence or effect a release, or relinquishment of the priority, of the
security interests in any Collateral (as defined in the Credit Agreement).



     ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING
REPAYMENT OF A DEBT INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT ARE NOT ENFORCEABLE, REGARDLESS
OF THE LEGAL THEORY UPON WHICH IT IS BASED, THAT IS IN ANY WAY RELATED TO THE CREDIT AGREEMENT. TO
PROTECT YOU (BORROWERS) AND US (LENDER) FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE
REACH COVERING SUCH MATTERS ARE CONTAINED IN THE CREDIT AGREEMENT AND THE LOAN DOCUMENTS REFERRED
TO THEREIN, WHICH ARE THE COMPLETE AND EXCLUSIVE STATEMENTS OF THE AGREEMENT BETWEEN US, EXCEPT AS
WE MAY LATER AGREE IN WRITING TO MODIFY IT.



[Remaining portion of page is intentionally blank. Signature page follows]




2









 








	 	 	 	 	 
	 	BORROWERS:



SYNERGETICS, INC.

 	 
	 	By:  	              /s/ Pamela G. Boone
 	 
	 	 	Name:  	Pamela G. Boone 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



and




	 	 	 	 	 
	 	SYNERGETICS USA, INC.

 	 
	 	By:  	              /s/ Pamela G. Boone
 	 
	 	 	Name:  	Pamela G. Boone 	 
	 	 	Title:  	Chief Financial Officer 	 
	 



and




	 	 	 	 	 
	 	SYNERGETICS GERMANY GMBH.

 	 
	 	By:  	                 /s/ Pamela G. Boone
 	 
	 	 	Name:  	Pamela G. Boone 	 
	 	 	Title:  	Director 	 
	 



and




	 	 	 	 	 
	 	SYNERGETICS ITALIA, SRL

 	 
	 	By:  	                 /s/ Pamela G. Boone
 	 
	 	 	Name:  	Pamela G. Boone 	 
	 	 	Title:  	Director 	 
	 



and




	 	 	 	 	 
	 	SYNERGETICS FRANCE, SARL

 	 
	 	By:  	/s/ Pamela G. Boone
 	 
	 	 	Name:  	Pamela G. Boone 	 
	 	 	Title:  	Director


` 	 
	 




3