exv10w4



 





Exhibit 10.4




AMENDED AND RESTATED

FOREIGN ACCOUNTS

REVOLVING NOTE




	 	 	 
	$1,500,000

	 	St. Louis, Missouri
	 

	 	January 31, 2008






     FOR VALUE RECEIVED, the undersigned, SYNERGETICS, INC., a Missouri corporation
(“Synergetics”), SYNERGETICS USA, INC., a Delaware corporation (“Synergetics USA”), SYNERGETICS
GERMANY, GMBH; and SYNERGETICS ITALIA, SRL (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 One Million Five Hundred Thousand and 00/100
($1,500,000) 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 (“First 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 Amended Revolving Note referred to in the
First 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 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]




 









 








	 	 	 	 	 
	 	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