AMENDED AND RESTATED REVOLVING NOTE (Wachovia Bank, National Association)
Exhibit 10.3
$2,727,000
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St. Louis, Missouri December 8, 2006 |
FOR VALUE RECEIVED, the undersigned, SYNERGETICS, INC., a Missouri corporation, and
SYNERGETICS USA, INC., a Delaware corporation (individually, a “Borrower” and together, the
“Borrowers”), hereby jointly and severally promise to pay on the Termination Date to the order of
Wachovia Bank, National Association (the “Lender”), at the main office of Regions Bank 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 Seven Hundred Twenty-Seven Thousand and 00/100 ($2,727,000) 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 as of March 13, 2006, as heretofore amended by
First Amendment dated as of September 26, 2006 and as further amended by Second Amendment of even
date herewith (as so amended, the “Credit Agreement”) by and among the Lender, Regions Bank 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.
This Note is issued pursuant, and is subject, to the Credit Agreement, which provides, among
other things, for acceleration hereof. This Note is the Revolving Note referred to in the Credit
Agreement.
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 Revolving Note dated
as of September 26, 2006 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 THIS WRITING (THIS NOTE, THE CREDIT AGREEMENT AND THE
LOAN DOCUMENTS REFERRED TO THEREIN), WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENTS OF THE
AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.
BORROWERS: SYNERGETICS, INC. |
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BY: | /s/ Xxxxxx X. Xxxxx | |||
NAME: Xxxxxx X. Xxxxx | ||||
TITLE: Chief Financial Officer and | ||||
and | ||||
SYNERGETICS USA, INC. |
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BY: | /s/ Xxxxxx X. Xxxxx | |||
NAME: Xxxxxx X. Xxxxx | ||||
TITLE: Chief Financial Officer | ||||
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