exv10w2






Exhibit 10.2




FOURTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT




     This Fourth Amendment to Credit and Security Agreement (“Fourth Amendment”) is
entered into as of November 30, 2009, by and among Synergetics, Inc., a Missouri corporation,
Synergetics USA, Inc., a Delaware corporation, Synergetics Germany, GMBH, a German limited
liability company, Synergetics Italia, SRL, an Italian limited liability company, and Synergetics
France, SARL, a French company (“Synergetics France”) (individually, a “Borrower” and,
collectively, the “Borrowers”), and Regions Bank (“Lender”).



RECITALS




     A. Borrowers and Lender entered into a certain Credit and Security Agreement dated
as of June 20, 2007, as heretofore amended from time to time (as so amended, the “Existing
Credit Agreement”).



     B. Borrowers and Lender desire to amend the Existing Credit Agreement as
hereinafter provided.



     C. The Existing Credit Agreement and this Fourth Amendment constitute the “Credit
Agreement” from and after the effectiveness of this Fourth Amendment.



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, Borrowers, and Lender
agree as follows:



     1. Defined Terms. Each term used herein without definition or a modification to
definition shall have the same meaning as set forth in the Existing Credit Agreement.



     2. Credit Agreement Amendments. The Existing Credit Agreement is hereby amended as
follows, effective upon fulfillment of conditions set forth in Section 4 of this Fourth Amendment:




     A. Section 1.2, entitled “Primary Definitions,” is hereby amended by modifying the
following definitions to read as follows in their entirety:



               “Termination Date” means November 30, 2010.



     3. Representations and Warranties. The Borrowers jointly and severally hereby
represent and warrant to the Lender as follows:




     (a) This Fourth Amendment has been duly and validly executed by authorized officers of
the Borrowers and constitutes the legal, valid and binding obligation of the Borrowers,
enforceable against the Borrowers in accordance with their terms. The Existing Credit
Agreement, as amended by this Fourth Amendment, remains in full force and effect and remains
the valid and binding obligation of the Borrowers, enforceable against the Borrowers in
accordance with its terms. The Borrowers hereby ratify and confirm the Existing Credit
Agreement, as amended by this Fourth Amendment;



 









 






     (b) No Default or Event of Default has occurred or now exists under the Existing Credit
Agreement and no Default or Event of Default will occur as a result of the effectiveness of
this Fourth Amendment;




     (c) The representations and warranties of the Borrower contained in the Existing Credit
Agreement, are true and correct in all material respects on and as of the date of this
Fourth Amendment.



     4. Conditions to Effectiveness of Fourth Amendment. The effectiveness of this
Fourth Amendment and the agreements set forth herein are subject to fulfillment, as determined
in the sole judgment of Lender, of the following conditions:




     (a) Borrowers shall have executed and delivered to Lender this Fourth Amendment;




     (b) Lender shall have determined that no Default or Event of Default exists;
and




     (c) Borrowers shall have delivered such other documents and shall have taken
such other actions as Lender in its reasonable discretion may require.



     5. Release. In consideration of the agreement of Lender to modify the terms of the
Existing Credit Agreement as set forth in this Fourth Amendment, Borrowers hereby release,
discharge and acquit forever Lender and any of its officers, directors, servants, agents, employees
and attorneys, past and present, from any and all claims, demands and causes of action, of whatever
nature, whether in contract or tort, accrued or to accrue, contingent or vested, known or unknown,
arising out of or relating to the loans evidenced by the Existing Credit Agreement, as hereby
amended, or Lender’s administration of the same or any other actions taken pursuant to the Existing
Credit Agreement or under any other documents or instruments evidencing loans made by Lender to
Borrowers or the administration of same; provided, however, that the foregoing release and the
following indemnity relate only to actions or inactions of Lender through the date hereof.



     6. Payment of Costs/Expenses. Without limiting the generality of provisions in the
Existing Credit Agreement (as amended by this Fourth Amendment) relating to payment of Lender’s
costs and expenses, the Borrower will pay all reasonable out-of-pocket expenses, costs and charges
of Lender’s attorneys incurred in connection with the preparation and implementation of this Fourth
Amendment.



     7. Other Documents/Provisions to Remain in Force. Except as expressly amended hereby,
the Existing Credit Agreement and all documents and instruments executed in connection therewith or
contemplated thereby and all indebtedness incurred pursuant thereto shall remain in full force and
effect and are in all respects hereby ratified and affirmed.



     8. Successors and Assigns. Subject to any restriction on assignment set forth in the
Existing Credit Agreement, this Fourth Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.



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     9. Counterparts. This Fourth Amendment may be executed in any number of counterparts,
each of which shall constitute one and the same Amendment.



     10. Incorporation by Reference. The Existing Credit Agreement and all exhibits
thereto, and the exhibits to this Fourth Amendment are incorporated herein by this reference,
except to the extent replaced by Exhibits attached to this Fourth Amendment.



     11. No Oral Loan Agreements. Pursuant to Mo. Rev. Stat. § 432.045 and § 432.047, the
parties agree to the quoted language below (all references to “you” are references to Borrower and
all references to “us” are references to Lender):




ORAL AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FOREBEAR 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 (BORROWER) AND US (LENDER) FROM MISUNDERSTANDING OR
DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING
SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT 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]




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     IN WITNESS WHEREOF, Lender and Borrowers have caused this Fourth Amendment to be executed
effective as of the date first written above.



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 	 



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	 	LENDER:





REGIONS BANK

 	 
	 	By:  	/s/ Anne D. Silvestri
 	 
	 	 	Name:  	Anne D. Silvestri  	 
	 	 	Title:  	Senior Vice President 	 




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