Exhibit B
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT
BE SOLD, TRANSFERRED OR ASSIGNED UNLESS SO REGISTERED OR AN EXEMPTION FROM
REGISTRATION UNDER SAID ACT IS AVAILABLE.
No. 1
BIOSEPRA INC.
Convertible Subordinated Note Due March 29, 2000
$5,500,000 Marlborough, Massachusetts
March 29, 1996
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BioSepra Inc., a Delaware corporation (the "Company"), for value received,
hereby promises to pay Sepracor Inc. ("Sepracor"), or registered assigns, the
principal sum of FIVE MILLION FIVE HUNDRED THOUSAND DOLLARS ($5,500,000) on
March 29, 2000, and to pay interest (computed on the basis of a 365-day year)
from the date hereof on the unpaid balance of such principal amount from time to
time outstanding at a rate per annum equal to the Current Sepracor Borrowing
Rate (as defined below) less 1/2%, such interest to be due and payable on March
29, 2000. As used herein "Current Sepracor Borrowing Rate" shall mean the annual
interest rate in effect from time to time payable by Sepracor to its primary
commercial lender on its principal credit facility or, in the event Sepracor has
no existing credit facility, the Prime Rate as set forth in THE WALL STREET
JOURNAL from time to time.
1. REFERENCE TO LOAN AGREEMENT. The Note is issued pursuant to, and
entitled to the benefits of, and is subject to the provisions of, the Agreement
by and between the undersigned and Sepracor, dated March 29, 1996 (the
"Agreement"), but neither this reference to the Agreement nor any provision
thereof shall affect or impair the absolute and unconditional obligation of the
undersigned maker of this Note to pay the principal and interest as provided
herein. Terms defined in the Agreement and not otherwise defined in this Note
are used herein with the meanings so defined.
2. CONVERSION. This Note is convertible on the terms set forth in the
Agreement at the option of Sepracor.
3. PREPAYMENT. The Company may not prepay all or any portion of the
principal of this Note before maturity.
4. ACCELERATION. In case an Event of Default (as defined in the Agreement)
shall occur, the aggregate unpaid principal of, plus accrued interest on, this
Note shall become or may be declared to be due and payable in the manner and
with the effect provided in the Agreement.
THIS INSTRUMENT SHALL HAVE THE EFFECT OF AN INSTRUMENT EXECUTED UNDER SEAL
AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
COMMONWEALTH OF MASSACHUSETTS.
BIOSEPRA INC.
By:/S/ ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇
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Name: ▇▇▇▇-▇▇▇▇▇ ▇▇▇▇▇
Title: President
ATTEST:
/S/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name:
Title:
2
SCHEDULE I TO NOTE
DATE AMOUNT OF LOAN AMOUNT PAID
3
