DERMA SCIENCES, INC.
CONVERTIBLE BOND DUE AUGUST 15, 2000
No. CB-_ U.S. $_________
Derma Sciences, Inc., a corporation duly incorporated and existing under
the laws of the Commonwealth of Pennsylvania (the "Company"), for value received
hereby promises to pay to __________________________________________ (the
"Bondholder"), or registered assigns, the principal sum of ______________ United
States Dollars on August 15, 2000 (the "Stated Maturity"), or earlier, together
with interest on the principal sum at an annual rate equal to the Prime Rate.
"Prime Rate" under the Bond is the prime commercial lending rate published in
The Wall Street Journal on the 1st day (or, if the 1st day is not a day on which
The Wall Street Journal is published, the next preceding day of publication) of
the month in which such interest is payable. If more than one prime rate is so
published, the Prime Rate shall be the average of such prime rates. If no such
prime rate is so published, the Prime Rate shall be the prime commercial lending
rate then in effect at Xxxxxx Guaranty Trust Company. The Company shall make
twenty-three (23) interest only payments under the Bond each of which shall be
due on or before the 15th day of each month beginning on September 15, 1999. The
Company shall make a final payment consisting of the entire balance of principal
and accrued but unpaid interest on or before August 15, 2000. If any payment is
due on a Saturday or Sunday, or on any national holiday on which commercial
banks are not open for normal business, such payment shall be made on the next
succeeding business day. All payments under the Bond shall be made to the
Bondholder, in immediately available funds, at its address provided above or to
such account as the Bondholder shall designate in writing. All or any part of
the unpaid principal balance or accrued but unpaid interest may be prepaid by
the Company at any time, and from time to time, without premium or penalty. Any
prepayments shall be paid ratably to each Bondholder and shall be applied first
to accrued but unpaid interest and then to the unpaid principal balance.
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The Bond is one of a series of bonds issued and to be issued by the Company
aggregating $800,000 in principal amount, maturing August 15, 2000 and being
otherwise of like tenor and effect (the "Bonds"). All Bonds are, as to both
principal and interest, issued under and equally secured by a security agreement
of even date herewith (the "Security Agreement") whereby the Company has
mortgaged and pledged certain of its property now owned and hereafter acquired
to the holders of the Bonds ("Bondholders"). The Bonds shall share pro rata in
the security created by, and described in, the Security Agreement ("Security")
irrespective of the dates or order of filing thereof or the dates or order of
filing associated Forms UCC-1 or any other indicia of priority.
The Bondholder, at any time prior to the Stated Maturity and at any time
thereafter so long as any portion of the principal or interest due hereunder
remains unpaid, may, at its option, convert all or any portion of the unpaid
principal sum of the Bond into Units in accordance with the Terms and Conditions
of the Bonds attached hereto.
UPON THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER, THE COMPANY DOES
HEREBY APPOINT AND EMPOWER THE PROTHONOTARY OR ANY ATTORNEY OF ANY COURT OF
RECORD WITHIN THE COMMONWEALTH OF PENNSYLVANIA TO APPEAR FOR THE COMPANY AND
CONFESS JUDGMENT OR JUDGMENTS AGAINST THE COMPANY IN ANY COURT OF RECORD WITHIN
THE COMMONWEALTH OF PENNSYLVANIA AT ANY TIME AFTER THE DATE OF THIS NOTE IN
FAVOR OF THE BONDHOLDER, ITS SUCCESSORS AND ASSIGNS, FOR THE UNPAID PRINCIPAL
BALANCE OF THE BOND AND ALL INTEREST ACCRUED HEREON, TOGETHER WITH COSTS OF SUIT
AND A REASONABLE ATTORNEY'S COMMISSION FOR COLLECTON OF SUCH SUMS, AND THE
COMPANY HEREBY FOREVER WAIVES AND RELEASES ANY AND ALL ERRORS IN SAID
PROCEEDINGS AND WAIVES STAY OF EXECUTION AND STAY, CONTINUANCE OR ADJOURNMENT OF
SALE ON EXECUTION. THE AUTHORITY AND POWER TO APPEAR FOR AND ENTER JUDGMENT
AGAINST THE COMPANY SHALL NOT BE EXHAUSTED BY ONE OR MORE EXERCISES THEREOF, AND
MAY BE EXERCISED FROM TIME TO TIME AND AS OFTEN AS THE BONDHOLDER OR ITS
SUCCESSORS AND ASSIGNS SHALL DEEM NECESSARY OR DESIRABLE.
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Reference is hereby made to the further provisions of the Bond set forth
under the Terms and Conditions of the Bonds attached hereto which further
provisions shall for all purposes have the same effect as if set forth at this
place.
IN WITNESS WHEREOF, the Company has caused the Bond to be duly executed
by the signature of its President and Chief Executive Officer as attested by its
Vice President and Chief Financial Officer.
Dated: August 16, 1999
DERMA SCIENCES, INC.
By:________________________________
Xxxxxx X. Xxxxxx, Chairman and
Chief Executive Officer
ATTEST:
By:__________________________________
Xxxxxxx X. Xxxxx, CPA, MST
Vice President and Chief Financial Officer
[Transfer of the Bonds is subject to the Transfer Restrictions attached hereto.]
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TERMS AND CONDITIONS OF THE BONDS
1. GENERAL.
(a) The Bonds are issuable, without coupons, in denominations of U.S. $20
and multiples thereof. The Bonds, and transfers thereof, shall be in registered
form as provided in Section 6 hereof. The registered holder of a Bond shall (to
the fullest extent permitted by applicable law) be treated at all times, by all
persons and for all purposes as the absolute owner of such Bond regardless of
any notice of ownership, theft or loss or of any writing thereon.
(b) The Bonds are direct obligations of the Company. Without the approval
of the Bondholders, or except as otherwise provided herein, the Company may not
incur or issue any other indebtedness or bonds which rank senior or pari passu
to the Bonds.
(c) The Company shall, within three (3) business days of the Conversion
Notification Date (defined below), amend its Articles of Incorporation pursuant
to those certain Purchase Agreements of even date herewith by and between the
Company and the Bondholders ("Purchase Agreements") to authorize the issuance of
the shares of Series C Preferred Stock, $.01 par value, set forth in the
Purchase Agreement ("Series C Preferred Stock"). The Company represents and
warrants that it has reserved for issuance, and covenants that it shall continue
to reserve for issuance, that number of shares of Underlying Common Stock
(defined below) required to be issued upon the conversion of the Series C
Preferred Stock and exercise of the Warrants.
(d) On the Conversion Date (defined below) the Bonds shall convert into
units (the "Units") each of which consists of one share of Series C Convertible
Preferred Stock and one Warrant to purchase one share of Common Stock (defined
below) at a price equal to the Unit Purchase Price (defined below). Each Bond
shall convert into such number of Units as shall result by dividing the
principal amount of the Bond by the Unit Purchase Price.
(e) The Company shall file within 60 days of the Conversion Date, and use
its best efforts to cause to become effective, a registration statement (the
"Registration Statement") covering the resale of the shares of the Underlying
Common Stock.
(f) Upon the earlier of final payment by the Company of all principal and
interest due under the Bond or the Stated Maturity, all Warrants which would
otherwise have been issuable to the Bondholder had it converted the Bond into
Units shall thereupon be issued to the Bondholder; provided, however, such
issuance shall not impair the right of the Bondholder to enforce payment of the
balance due, if any, under the Bond.
2. DEFINITIONS.
(a) The "Conversion Notification Date" under the Bond is the date the
Conversion Notice set forth at page 8 hereof is received by the Company.
(b) The "Conversion Date" under the Bond is the later of the Conversion
Notification Date or the date of the filing with the Department of State,
Commonwealth of Pennsylvania, of
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the amendment to the Company's Articles of Incorporation to authorize the
issuance of the Series C Preferred Stock.
(c) The "Unit Purchase Price" shall be the lower of: (a) $1.7188, or (b)
the average of the closing bid price of the Company's Common Stock on the Nasdaq
SmallCap Market for the ten (10) trading days including and immediately
following August 2, 1999.
(d) The "Underlying Common Stock" are shares of the Company's common stock,
$.01 par value per share ("Common Stock"), issuable upon conversion of the
Series C Preferred Stock and exercise of the Warrants.
3. CONVERSION.
(a) On the Conversion Date the Bonds that are the subject of a Conversion
Notice shall automatically and without any further action on the part of the
Bondholder be converted into Units, and the Bonds so converted shall thereafter
be void and of no force or effect.
(b) Any fractional Units otherwise issuable by the Company upon conversion
shall be rounded to the next higher whole number of Units.
4. EVENTS OF DEFAULT.
The following shall constitute "Events of Default" under the Bonds:
(a) The Company fails to make any payment of interest or principal under
the Bonds when due; or
(b) The Company fails to have a sufficient number of shares of Series C
Preferred Stock authorized no later than three (3) business days after the
Conversion Notification Date to permit conversion of the Bonds; or
(c) The Company fails duly to perform or observe any other term, covenant
or agreement contained in the Bonds for a period of 30 days after the date on
which written notice of such failure, requiring the Company to remedy the same,
shall first have been given to the Company by the holders of at least 25% in
aggregate principal amount of the Bonds as from time to time outstanding; or
(d) A court having jurisdiction in the premises enters a decree or order
for relief in respect of the Company in an involuntary case or proceeding under
any applicable bankruptcy, insolvency, reorganization or other similar law now
or hereafter in effect, or appointing a receiver, liquidator, assignee,
custodian, trustee, sequestrator (or similar official) of the Company or for any
substantial part of the property of it or ordering the winding-up or liquidation
of the affairs of it and such decree or order remains unstayed and in effect for
a period of 30 consecutive days; or
(e) Either the Company, Genetic Laboratories Wound Care, Inc., a Minnesota
corporation, or Sunshine Products, Inc., a Missouri corporation, or any other
subsidiary of the Company, commences a voluntary case or proceeding under any
applicable bankruptcy,
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insolvency, reorganization or other similar law now or
hereafter in effect, or consents to the entry of an order for relief in an
involuntary case under any such law, or consents to the appointment of or taking
possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator
(or similar official) of the Company or for any substantial part of its
property, or makes any general assignment for the benefit of creditors, or
admits in writing its inability to pay its debts as they become due or takes any
corporate action in furtherance of any of the foregoing; or
(f) An event of default, as defined in any indenture or instrument
evidencing or under which the Company has outstanding at least $200,000 (or its
equivalent in another currency), in aggregate principal amount of indebtedness
for borrowed money, has occurred and is continuing and such default involves the
failure to pay the principal or interest of such indebtedness (or any part
thereof), when due and payable after the expiration of any applicable grace
period with respect thereto, or such indebtedness has been accelerated so that
the same becomes due and payable prior to the date on which the same would
otherwise have become due and payable, and failure to pay is not cured by the
Company within 30 days after such failure or such acceleration is not rescinded
or annulled within 60 days after notice thereof has first been given to the
Company; provided that if such event of default under such indenture or
instrument is remedied or cured by the Company or waived by the holders of such
indebtedness, then the Event of Default hereunder by reason thereof shall be
deemed likewise to have been thereupon remedied, cured or waived without further
action upon the part of any of the Bondholders.
If an Event of Default occurs and is continuing, the Bondholders holding
not less than 50% of the aggregate principal amount of the Bonds then
outstanding may, by written notice to the Company, declare the principal of the
Bond and the interest accrued hereon to be due and payable immediately in cash.
If an Event of Default, or an event which would with the passing of time or the
giving of notice or both be an Event of Default, occurs and is continuing, the
Company shall within two (2) business days of becoming aware thereof notify the
Bondholder in writing of such Event of Default.
5. MERGER, CONSOLIDATION, SALE, CONVEYANCE OR ASSUMPTION.
(a) The Company will not merge or consolidate with, or sell or convey all
or substantially all of its assets to, any other corporation unless (i) either
(A) the Company is the surviving corporation in the case of a merger or (B) the
surviving, resulting or transferee corporation expressly assumes the due and
punctual payment of all the Bonds according to their tenor and the due and
punctual performance of all of the covenants and obligations of the Company
under the Bonds, by supplemental agreement reasonably satisfactory to the
Bondholders, (ii) the surviving, resulting or transferee corporation, if not
organized and validly existing under the laws of any state of the United States
or the District of Columbia, expressly agrees to make payments under the Bonds
free of any deduction or withholding for or on account of taxes, levies, imposts
and charges whatsoever imposed by or for the account of the jurisdiction where
such successor corporation is generally subject to taxation (or any political
subdivision or taxing authority thereof or therein) in a manner equivalent to
that set forth herein subject to the exceptions contained in such forms of the
Bonds, and (iii) the Company or such successor corporation, as the case may be,
is not, immediately after such merger, consolidation, sale or
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conveyance, in default in the performance of any covenants or obligations of the
Company under the Bonds.
(b) Upon any merger, consolidation, sale, conveyance or assumption as
provided in Section 5(a), the successor or assuming corporation shall succeed to
and be substituted for, and may exercise every right and power of and be subject
to all the obligations of, the Company under the Bonds with the same effect as
if such successor or assuming corporation had been named as the Company therein
and herein and the Company shall be released from its liability as obligor under
the Bonds; provided that any successor or assuming corporation shall have the
obligation to purchase the Bonds only as a result of circumstances which occur
subsequent to such merger, consolidation, sale, conveyance or assumption and as
a result of which the Company would have had such obligation if the Company had
remained the obligor on the Bonds.
In case of any such merger, consolidation, sale, conveyance or assumption,
such successor or assuming corporation shall succeed to and be substituted for
the Company with the same effect, subject to (in the case of a merger to which
the Company is a party) Section 5(b) of the Bonds, as if it had been named in
the Bonds as the Company; the Company shall thereupon be relieved of any further
obligation or liability hereunder or upon the Bonds, and the Company, as the
predecessor corporation may thereupon or at any time thereafter be dissolved,
wound up or liquidated. Subject to all the terms, conditions and limitations in
the Bonds, the successor or assuming corporation shall deliver any Bonds which
previously have been signed and delivered by the officers of the Company. All
the Bonds so issued shall in all respects have the same legal rank and benefit
as the Bonds theretofore or thereafter issued as though all of such Bonds had
been issued at the date of the execution hereof.
In case of any merger, consolidation, sale, conveyance or assumption, such
changes in phraseology and form (but not in substance) may be made in the Bonds
thereafter to be issued as may be appropriate.
6. REPLACEMENT, TRANSFER AND EXCHANGE OF BONDS.
(a) In case any Bond shall at any time become mutilated, destroyed, stolen
or lost and such Bond or evidence of the loss, theft or destruction thereof
(together with the indemnity hereinafter referred to and such other documents or
proof as may be required) shall be delivered to the Company, a new Bond of like
tenor and date will be issued by the Company in exchange for the Bond so
mutilated, or in lieu of the Bond so destroyed, stolen or lost, but, in the case
of a destroyed, stolen or lost Bond only upon receipt of evidence satisfactory
to the Company that such Xxxx was destroyed, stolen or lost, and if required by
the Company, upon receipt also of indemnity satisfactory to the Company. All
expenses and reasonable charges associated with procuring such indemnity and
with the preparation, authentication and delivery of a new Bond shall be borne
by the owner of the Bond so mutilated, destroyed, stolen or lost.
(b) Bonds are exchangeable at the office of the Company in Princeton, New
Jersey or as designated by the Company for such purpose, for an equal aggregate
principal amount of Bonds of authorized denominations as required by the
Bondholder surrendering the same. In the
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event of conversion of a Bond in part only, a new Bond or Bonds for the
unredeemed or unconverted portion hereof will be issued in the name of the
Bondholder.
(c) The costs and expenses of effecting any exchange or registration of
transfer pursuant to the foregoing provisions, except for the expenses of
delivery by other than regular mail (if any) and except, if the Company shall so
require, the payment of a sum sufficient to cover any tax or other governmental
charge or insurance charges that may be imposed in relation thereto, will be
borne by the Company.
(d) For purposes of the provisions of the Bond, any Bond authenticated and
delivered pursuant hereto shall, as of any date of determination, be deemed to
be "outstanding," except for:
(i) Bonds previously converted, or canceled by the Company or
delivered to the Company for cancellation;
(ii) Bonds which have become due and payable at maturity or otherwise
and with respect to which monies or shares of Common Stock, as applicable,
sufficient to pay the principal thereof and interest thereon shall have
been made available to the Company; or
(iii) Bonds in lieu of or in substitution for which other Bonds have
been authenticated and delivered pursuant hereto;
provided, however, that in determining whether the holders of the requisite
principal amount of outstanding Bonds are present at a meeting of Bondholders
for quorum purposes or have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Bonds owned by the Company or any
subsidiary thereof shall be disregarded and deemed not to be outstanding.
7. MODIFICATIONS AND AMENDMENTS.
(a) Without the consent of any Bondholders, modifications of or
amendments to the Bonds may be made for any of the following purposes:
(i) to evidence the succession of another corporation to the
Company and the assumption by any such successor of the covenants of
the Company in the Bonds;
(ii) to add to the covenants of the Company for the benefit of
the Bondholders, or to surrender any right or power herein conferred
upon the Company;
(iii) to make provision with respect to the conversion rights of
Bondholders pursuant to Section 2 hereof;
(iv) to cure any ambiguity, to correct or supplement any
provision herein which may be inconsistent with any other provision
herein; and
(v) to make any other provisions with respect to matters or
questions arising under the Bond.
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No such action pursuant to this paragraph (a) may adversely affect the
interests of the Bondholders.
(b) Modifications and amendments to these Bonds may be made, and future
compliance with or past default by the Company under any of the provisions
thereof may be waived, with the written consent of the holders of at least a
majority in aggregate principal amount of the Bonds at the time outstanding;
provided, that no such modification, amendment or waiver may, without the
consent of each Bondholder affected thereby:
(i) waive a default in the payment of the principal of or interest on
any Bond;
(ii) change the Stated Maturity (except as contemplated herein) of the
principal of or any installment of interest on, any Bond, or reduce the
principal amount thereof or the rate of interest thereon, or change the
coin or currency in which any Bond or the interest thereon is payable, or
adversely affect the right to convert any Bonds as provided in Section 2 or
modify the provisions of the Bonds with respect to subordination of the
Bonds in a manner adverse to the Bondholders;
(iii) reduce the requirements of Section 6 hereof for quorum or
voting, or reduce the percentage in principal amount of the outstanding
Bonds the consent of whose holders is required for any amendment or
modification of the Terms and Conditions of the Bonds;
(iv) change the obligation of the Company to maintain an office or
agency in Princeton, New Jersey; or
(v) modify any of the provisions of this Section except to increase
any such percentage or to provide that certain other provisions of the
Bonds cannot be modified or waived without the consent of the holder of
each outstanding Bond affected thereby.
8. NON-BUSINESS DAYS.
In any case where the date of maturity of the principal of or interest on
the Bonds or the date fixed for redemption of any Bond shall be at any place of
payment a Saturday, Sunday, a legal holiday or a day on which banking
institutions in Princeton, New Jersey are authorized or obligated by law or
executive order to close, then payment of principal or interest need not be made
on such date at such place but may be made on the next succeeding day at such
place of payment which is not a Saturday, Sunday, a legal holiday or a day on
which banking institutions in Princeton, New Jersey are authorized or obligated
by law or executive order to close, with the same force and effect as if made on
the date of maturity or the date fixed for redemption, and no interest shall
accrue for the period after such date.
9. BOND REGISTER.
The Company shall cause to be kept at its principal office a register (the
"Bond Register") in which, subject to such reasonable regulations as it may
prescribe, the Company shall provide for the registration of Bonds and of
transfers of Bonds.
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As provided herein and subject to certain limitations therein set forth and
compliance by the holder with applicable state and federal securities laws, the
transfer of Bonds is registrable on the Bond Register upon surrender of a Bond
for registration of transfer at the office or agency of the Company, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Company duly executed by the holder thereof or his attorney
duly authorized in writing, and thereupon one or more new Bonds, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.
10. NOTICES.
All notices to the Bondholders will be mailed to registered Bondholders at
their registered addresses as the same shall appear in the Bond Register on the
day fifteen days prior to such mailing.
11. GOVERNING LAW.
The Bonds shall be governed by and construed in accordance with the laws of
the Commonwealth of Pennsylvania without giving effect to principles of
conflicts of law.
12. COUNTERSIGNATURE AND REGISTRATION.
The Bond shall not become valid or obligatory for any purpose until the
certificate representing the Bond shall have been duly executed by the Company
and such signature attested to by an authorized Officer thereof.
13. WARRANTY OF THE COMPANY.
The Company hereby certifies and warrants that all acts, conditions and
things required to be done and performed and to have happened precedent to the
creation and issuance of the Bond, and to constitute the same legal, valid and
binding obligations of the Company enforceable in accordance with their terms,
have been done and performed and have happened in due and strict compliance with
all applicable laws.
14. ACCOUNTING TERMS.
All accounting terms not otherwise defined herein shall have the meanings
assigned to them in accordance with generally accepted accounting principles as
applied in the United States.
15. DESCRIPTIVE HEADINGS.
The descriptive headings appearing herein are for convenience of reference
only and shall not alter, limit or define the provisions hereof.
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CONVERSION NOTICE
URGENT/FOR IMMEDIATE ATTENTION
Derma Sciences, Inc.
000 Xxxxxxxx Xxxxxx, Xxxxx 000
Xxxxxxxxx, Xxx Xxxxxx 00000
Telephone: (000) 000-0000
Telecopier: (000) 000-0000
Name of Nominee or Registered Holder:
_______________________________________________________________________________
(Print)
Telecopier number to which confirmation of receipt of this Conversion Notice
should be sent:
_______________________________________________________________________________
(Print)
Aggregate principal amount of the Bond being converted hereby: ________________
If you want the Preferred Stock certificate and Warrant certificate made out in
another person's name, complete the form below:
(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)
|----------------------------------------------------|
| |
|----------------------------------------------------|
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
_______________________________________________________________________________
(Print or type assignee's name, title, address and zip code)
Date: _______________________
Your Signature: _______________________________________________________________
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TRANSFER RESTRICTIONS
THIS BOND HAS NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES
ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS AND
NEITHER THIS BOND NOR ANY INTEREST OR PARTICIPATION HEREIN MAY BE OFFERED, SOLD
OR OTHERWISE TRANSFERRED WITHIN THE "UNITED STATES" OR TO "U.S. PERSONS" (AS
DEFINED IN REGULATION S UNDER THE SECURITIES ACT) IN THE ABSENCE OF SUCH
REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. THE BONDHOLDER OF THIS BOND,
BY ITS ACCEPTANCE HEREOF, REPRESENTS, ACKNOWLEDGES AND AGREES FOR THE BENEFIT OF
THE COMPANY THAT: (I) IT HAS ACQUIRED A "RESTRICTED" BOND WHICH HAS NOT BEEN
REGISTERED UNDER THE SECURITIES ACT; (II) IT WILL NOT OFFER, SELL OR OTHERWISE
TRANSFER THIS BOND PRIOR TO THE DATE WHICH IS ONE YEAR AFTER THE DATE OF
ORIGINAL ISSUANCE HEREOF EXCEPT (A) TO DERMA SCIENCES, INC., (B) PURSUANT TO A
REGISTRATION STATEMENT WHICH HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) OUTSIDE THE UNITED STATES IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 904 UNDER THE SECURITIES ACT, OR (D) PURSUANT TO ANOTHER AVAILABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AS CONFIRMED
IN AN OPINION OF COUNSEL ACCEPTABLE IN FORM AND SUBSTANCE TO THE ISSUER OF THIS
BOND AND, IN EACH CASE, IN ACCORDANCE WITH THE APPLICABLE SECURITIES LAWS OF ANY
STATE OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION; AND (III) IT
WILL, AND EACH SUBSEQUENT BONDHOLDER IS REQUIRED TO, NOTIFY ANY PURCHASER FROM
IT OF THIS BOND OF THE RESALE RESTRICTIONS SET FORTH IN (II) ABOVE. ANY OFFER,
SALE OR OTHER DISPOSITION PURSUANT TO THE FOREGOING CLAUSE (II)(D) IS SUBJECT TO
THE RIGHT OF THE ISSUER OF THIS BOND TO REQUIRE THE DELIVERY OF AN OPINION OF
COUNSEL, CERTIFICATIONS OR OTHER INFORMATION ACCEPTABLE TO IT IN FORM AND
SUBSTANCE.
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