Name:
Name:
J. Clark O'Donoghue
Title:
Title:
Managing Director
40
EXHIBIT "A"
[FORM OF BOND]
Montgomery County Industrial Development Authority
Variable Rate Revenue Bond
(Neose Technologies, Inc. Project)
Series 2004
No.
$1,000,000
MONTGOMERY COUNTY INDUSTRIAL DEVELOPMENT AUTHORITY (the "Authority"),
a body corporate and politic and a public instrumentality duly existing under
the laws of the Commonwealth of Pennsylvania (the "Commonwealth"), for value
received, hereby promises to pay (but only from the special revenues and funds
hereinafter described) to BROWN BROTHERS HARRIMAN & CO., or its registered
assigns (the "Bank"), on March 31, 2014, upon the presentation and surrender
hereof at the principal office of the Borrower herein described, the principal
sum of ONE MILLION DOLLARS ($1,000,000), and to pay (but only out of the sources
hereinafter mentioned) interest on said principal sum at the interest rate
hereinafter described.
Payment of the principal of and interest on this Bond
shall be in any coin or currency of the United States of America as, at the
respective times of payment, shall be legal tender for the payment of public and
private debts.
THIS BOND IS A LIMITED OBLIGATION OF THE ISSUER AND IS PAYABLE SOLELY
OUT OF AMOUNTS HELD UNDER THE AGREEMENT (HEREAFTER DESCRIBED) AND AMOUNTS TO BE
DERIVED FROM THE AGREEMENT AND IS SECURED AS SET FORTH IN THE AGREEMENT.
THIS
BOND AND THE INTEREST HEREON SHALL NOT BE DEEMED TO CONSTITUTE A DEBT,
LIABILITY, GENERAL OBLIGATION OR A PLEDGE OF THE FAITH AND CREDIT OR THE TAXING
POWER OF THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF.
NEITHER THE COMMONWEALTH OF PENNSYLVANIA NOR ANY POLITICAL SUBDIVISION THEREOF
NOR THE ISSUER SHALL BE OBLIGATED TO PAY THE PRINCIPAL OF THIS BOND, THE
INTEREST HEREON OR OTHER COSTS INCIDENT HERETO EXCEPT FROM THE REVENUES AND
FUNDS PLEDGED THEREFOR, AND NEITHER THE FAITH AND CREDIT NOR THE TAXING POWER OF
THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF IS PLEDGED
TO THE PAYMENT OF THE PRINCIPAL OF THIS BOND OR THE INTEREST HEREON OR OTHER
COSTS INCIDENT THERETO.
The Agreement and all rights of the Authority thereunder (except for
certain Reserved Rights of the Authority) have been assigned to the Bank to
secure payment of such principal and interest.
This Bond is a duly authorized issue of variable rate revenue bond of
the Authority issued in the original principal amount of $1,000,000 designated
as Montgomery County Industrial Development Authority Variable Rate Revenue Bond
(Neose Technologies, Inc. Project), Series 2004 (the "Bond"), issued under and
pursuant to the constitution and laws of the
41
Commonwealth, including particularly the Pennsylvania Economic Development
Financing Law, as amended (the "Act"), and the Financing Agreement (the
"Agreement") dated February 23, 2004 by and among the Authority, Neose
Technologies, Inc., a Delaware corporation (the "Borrower") and Brown Brothers
Harriman & Co. (the "Bank") for the purpose of undertaking the Refunding Program
more fully described in the Agreement.
The Authority has assigned certain of
its rights under the Agreement, including its right to