MODIFICATION AGREEMENT RELATING
TO REIMBURSEMENT AGREEMENTS
Modification Agreement Relating to Reimbursement Agreements (this "Amendment"), dated effective as of May
1, 2000, between NEOSE TECHNOLOGIES, INC. (the "Borrower"), a corporation organized and existing
under the laws of the state of Delaware, and HUDSON UNITED BANK, JEFFERSON BANK DIVISION,
successor to JEFFERSON BANK (the "Bank"), a banking institution organized and existing under the laws of
the Commonwealth of Pennsylvania.
A. The Borrower and the Bank are parties to a certain Reimbursement Agreement dated as of March 1, 1997
entered into with regard to Montgomery County Industrial Development Authority's $1,000,000 Variable Rate
Demand Revenue Bonds (Neose Technologies, Inc. Project), Series A of 1997 (the "Series A Reimbursement
B. The Borrower and the Bank are also parties to a certain Reimbursement Agreement dated as of March 1,
1997 entered into with regard to Montgomery County Industrial Development Authority's $8,400,000 Federally
Taxable Variable Rate Demand Revenue Bonds (Neose Technologies, Inc. Project), Series B of 1997 (the
"Series B Reimbursement Agreement", and together with the Series A Reimbursement Agreement, the
C. The Borrower has requested that the Reimbursement Agreements be amended to modify certain financial
covenants, and the parties have agreed to modify the Reimbursement Agreements for those purposes on the
terms and conditions hereinafter provided.
NOW, THEREFORE, in consideration of the foregoing and for other consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1. Defined Terms. Unless otherwise defined herein, terms defined in the Reimbursement Agreements are used
herein as therein defined.
2. Amendments to Reimbursement Agreements.
(a) The Series A Reimbursement Agreement is hereby amended as follows:
(i) Section 6.22