exv10w1






Exhibit 10.1




EIGHTH AMENDMENT TO CREDIT AND SECURITY AGREEMENT




     This Eighth Amendment to Credit and Security Agreement (“Eighth Amendment”) is entered into as
of November 30, 2010, by and among Synergetics, Inc., a Missouri corporation, and Synergetics USA,
Inc., a Delaware corporation (individually, a “Borrower” and together, the “Borrowers”), and
Regions Bank (“Lender”).



RECITALS




     A. Borrowers and Lender entered into a certain Credit and Security Agreement dated as of March
13, 2006, as heretofore amended from time to time (as so amended, the “Existing Credit Agreement”).



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



     C. The Existing Credit Agreement and this Eighth Amendment constitute the “Credit Agreement”
from and after the effectiveness of this Eighth 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, otherwise
defined in this Eighth Amendment.



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




     A. Section 1.2, entitled “Primary Definitions,” is hereby amended by modifying
the following definition:




“Termination Date” means November 30, 2011.




“Equipment Purchase Loan Maturity Date” means November 30, 2011.




The definitions, “Foreign Accounts” and “Foreign Accounts and Insurance
Security Interest” are hereby deleted as of the effective date of the Eighth
Amendment.




     B. All references in the Credit Agreement to that certain Foreign Accounts Credit and
Security Agreement dated as of June 20, 2007, as amended, are hereby deleted effective upon
the effectiveness of the Eighth Amendment.



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



 









 






     (a) This Eighth 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 its terms. The Existing Credit
Agreement, as amended by this Eighth 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 Eighth 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 Eighth 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
Eighth Amendment.



     4. Conditions to Effectiveness of Eighth Amendment. The effectiveness of this Eighth
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 Eighth Amendment;




     (b) Each Borrower shall have delivered to Lender a Certificate of the Secretary or an
Assistant Secretary of such Borrower certifying that appropriate corporate actions
authorizing the execution and delivery of this Eighth Amendment have been taken and
covering such other matters as Lender may reasonably request;




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




     (d) 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 Eighth 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 Eighth 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 Eighth Amendment.



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     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 Eighth Amendment shall be binding upon and inure to the benefit of
the parties hereto and their respective successors and assigns.



     9. Counterparts. This Eighth 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 Eighth Amendment are incorporated herein by this reference,
except to the extent replaced by Exhibits attached to this Eighth 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 this page is intentionally blank. Signature page follows]






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     IN WITNESS WHEREOF, Lender and Borrowers have caused this Eighth 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 	 
	 
	 	LENDER:



REGIONS BANK

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




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