REVOLVING NOTE
Exhibit 10.2
$5,500,000
|
St. Louis, Missouri | |
| March 13, 2006 |
FOR VALUE RECEIVED, the undersigned, SYNERGETICS, INC., a Missouri corporation (“Synergetics”)
and SYNERGETICS USA, INC., a Delaware corporation (“Synergetics USA”) (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 Five Million Five Hundred Thousand
and 00/100 ($5,500,000) 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 of
even date herewith (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.
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.
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.
| BORROWERS: | ||||||
| SYNERGETICS, INC. | ||||||
| BY: | /s/ Xxxxxx X. Xxxxx | |||||
| NAME: Xxxxxx X. Xxxxx | ||||||
| TITLE: Chief Financial Officer | ||||||
| and | ||||||
| SYNERGETICS USA, INC. | ||||||
| BY: | /s/ Xxxxxx X. Xxxxx | |||||
| NAME: Xxxxxx X. Xxxxx | ||||||
| TITLE: Chief Financial Officer | ||||||
