exv10w1



 






Exhibit 10.1









February 22, 2006




Synergetics, Inc.

3845 Corporate Centre Drive

St. Charles, MO 63304





	 	 	 	Re: Loan to Synergetics, Inc. (the “Borrower”), dated 02/15/2005, in the Original Principal Amount of $1,250,000,000;
Loan Account No. 378-8079382 (the “Loan”)





     Dear Mr. Greg Scheller:



     This letter confirms our agreement to extend the maturity date for this Loan from 2/15/2006 (the “Old
Maturity”) to 3/15/2006 (the “New Maturity”), subject to the following terms and conditions:




	 	1.	 	We must receive payment in full of all accrued and unpaid interest in the
amount of $2,339.09 and all unpaid late fees and other charges in the amount of $00.00, which
amounts are outstanding on the Loan as of the date of this letter, by no later than ten
(10) days from the date of this letter.
	 
	 	2.	 	We must receive a copy of this letter, executed by Borrower in the space
provided below, by no later than ten (10) days from the date of this letter.





     If Borrower should fail to satisfy any of the conditions listed above, the New Maturity shall
be null and void, and the Old Maturity shall be deemed to be in full force and effect.



     By executing this letter below, Borrower affirms the indebtedness owed to us regarding the
Loan and agrees that as of the date of this letter the outstanding principal balance on the Loan is
$747,000.00, with accrued and unpaid interest, late fees and other charges in the amounts shown above.
Borrower further covenants, represents and warrants that, as of the date Borrower executes this
letter, Borrower has no defenses, setoffs, rights of recoupment, counterclaims or claims of any
nature whatsoever in respect of the Loan (including, but not limited to, claims arising from fraud,
misrepresentation, breach of contract, breach of commitment, impairment of collateral or waiver of
any terms or provisions of any documents executed or delivered in connection with the Loan),
Borrower hereby releasing any such defenses, claims, etc. Borrower agrees to execute such other
instruments or documents as we may reasonably request in order to further document the New
Maturity.



     This letter is not intended to be, and shall not be deemed or construed to be, a novation with
regard to the Loan, and except as expressly modified by this letter, all terms, conditions, and
provisions of the Loan (including, without limitation, Borrower’s obligation to make monthly
payments of interest, or principal and interest, as the terms of the Loan documents may provide),
and all documents and instruments evidencing the Loan, remain and continue in full force and
effect. This letter constitutes no obligation on our part to renew or refinance the Loan, or to
further extend the maturity date, upon the New Maturity, and we have not waived any, and we reserve
all of, our rights and remedies under any and all of the Loan documents with respect to any
existing or future default, whether known or unknown to us.



	 	 	 
	Sincerely,
	 
	 	 
	Regions Bank
	 
	 	 
	By:
	 	 /s/ Anne D. Silverstri
	 

	 	 
	 
	 	 
	Title:
	 	 SVP
	 

	 	 





	 	 	 
	Acknowledged and Agreed:
	 
	 	 
	By:
	 	 /s/ Gregg D. Scheller
	 

	 	 
	 
	 	 
	Title:
	 	 President/CEO/Chairman 
	 

	 	 
	 
	 	 
	Date:
	 	 2/27/06