SWAP Agreement



 Exhibit 10.2 
  

			
	 Date:
	  	 May 24, 2006

		
	 To:
	  	 Kensey Nash Corporation (Party B)

		
	 Attn:
	  	 Wendy DiCicco

		
	 Phone:
	  	 610-594-7156

		
	 Fax:
	  	 610-331-6662

	 Email:
	  	 w.dicicco@kenseynash.com

		
	 From:
	  	 Citibank N.A., New York (Party A)

		  	 Confirmations Unit

		  	 333 West 34th Street, 2nd Floor

		  	 New York, NY 10001, USA

		
	 Phone:
	  	 1-212-615-8398

		
	 Fax:
	  	 1-212-615-8985

		
	 Our ref:
	  	 M062891

	 Your ref:
	  	








 TRANSACTION 
 The purpose of this letter agreement (this ‘Confirmation’) is to set forth the terms and conditions of the Transaction entered into between Kensey Nash Corporation (‘Counterparty’) and Citibank N.A., New York
(‘Citibank’) on the Trade Date specified below (the ‘Transaction’). 
 This Confirmation will supplement, form a part of, and be
construed in conjunction with a standard 1992 ISDA Master Agreement (as published by the International Swaps and Derivates Association, Inc.) (“Master Agreement”), with no elections other than New York Law as the Governing Law,
U.S. Dollar as the Settlement Currency and Market Quotation as the payment measure. In the event of any inconsistency between this Confirmation and the Master Agreement, this Confirmation will govern. 
 1. The definitions and provisions contained in the 2000 ISDA Definitions (the ‘Definitions’) (as published by the International Swaps and Derivatives
Association, Inc.) are incorporated into this Confirmation. References herein to a ‘Transaction’ shall be deemed to be references to a ‘Swap Transaction’ for the purposes of the Definitions. 
 U.S. Federal law requires Citibank to obtain, verify and record customer identification information. 
 2. The terms of the particular Transaction to which this Confirmation relates are as follows: 
  

			
	 Trade Date:
	  	 May 24, 2006

		
	 Effective Date:
	  	 May 25, 2006

		
	 Termination Date:
	  	May 25, 2016, subject to adjustment in accordance with the Modified Following Business Day Convention








 Fixed Amounts 
  

			
	Fixed Rate Payer:	  	Counterparty
		
	Notional Amount:	  	With respect to each Calculation Period, the amount set forth in Exhibit I attached hereto opposite such Calculation Period under the heading ‘Notional
Amount’
		
	 Fixed Rate Payer
 Payment Dates:
	  	The 25th calendar day of each month commencing June 25, 2006 through and including the Termination Date
		
	Fixed Rate:	  	5.62 percent
		
	 Fixed Rate
 Day Count Fraction:
	  	Actual/360
		
	Business Days:	  	New York
		
	Business Day Convention:	  	Modified Following








 Floating Amounts 
  

			
	Floating Rate Payer:	  	Citibank
		
	Notional Amount:	  	With respect to each Calculation Period, the amount set forth in Exhibit I attached hereto opposite such Calculation Period under the heading ‘Notional
Amount’
		
	 Floating Rate Payer
 Payment Dates:
	  	The 25th calendar day of each month commencing June 25, 2006 through and including the Termination Date
		
	Floating Rate Option:	  	USD –LIBOR-BBA
		
	Designated Maturity:	  	One Month
		
	Spread:	  	None
		
	 Floating Rate
 Day Count Fraction:
	  	Actual/360
		
	Reset Dates:	  	The First Day of each Floating Rate Payer Calculation Period
		
	Business Days:	  	New York
		
	Business Day Convention:	  	Modified Following
		
	Calculation Agent:	  	Citibank








 3. Additional Provisions. 
 A. Additional Termination Event. 
 “Additional Termination Events” shall apply. Each of the
following shall constitute an Additional Termination Event and Party B shall be the sole Affected Party with respect thereto: 
 (1) At any
time, Citibank or any of its Affiliates, as the case may be, ceases to be a party to the Credit Agreement. 
 (2) At any time, Citibank or any
of its Affiliates receives a notice or letter or other form of writing (whether from Citibank’s own Affiliates, Party B or Party B’s Affiliates or any other entity) indicating that a Cancellation Event has occurred or shall occur or take
effect after the delivery of such notice, letter or form of writing. 
 (3) At any time, the obligations and liabilities of Counterparty under
this Transaction fail to rank, be secured or be guaranteed, in each case, 
  

	 	(i)	on a pari passu basis with or equal in right or priority of payment with the obligations and liabilities of Counterparty and any of its Affiliates under the Loan Documents.


 B. Additional Event of Default. 
 Section 5(a) is hereby amended by inserting the following paragraph at the end thereof: 
 “(ix)
With respect to Counterparty only, at any time a default, event of default or other similar condition or event (however described) occurs with respect to Counterparty under the Credit Agreement.” 
 C. Credit Support Provisions. 
  

	 	(1)	Credit Support Documents. 

  

	 	(a)	In the case of Citibank, None. 

  

	 	(b)	In the case of Counterparty, 

  

	 	(1)	each of the Collateral Documents 

  

	 	(2)	and the Credit Support Annex. 

  

	 	(2)	Credit Support Providers. 

  

	 	(a)	In the case of Citibank, None. 

  

	 	(b)	In the case of Counterparty, 

  

	 	(i)	each party to the Collateral Documents that is an Affiliate of Counterparty. 

  

	 	(ii)	None. 

 “Credit Agreement” 
 Means the Secured Commercial Mortgage, dated on or about May, 2006 (as amended, supplemented, waived or otherwise modified from time to time) by and among
Counterparty, (to the extent applicable) the relevant Affiliates of Counterparty, and the banks or lenders from time to time parties thereto. For clarification, said Credit Agreement shall not incorporate or reference any agreement in respect of
(x) any refinancing or extension, in each case, in whatever form, of the initial credit facility evidenced by said Credit Agreement (said initial credit facility, the “Initial Credit Facility”) or (y) any substitute credit
facility. 
 “Collateral Documents” 
 Means any and all Security Documents and Guarantees that secure or guarantee or purports to secure or to guarantee, as the case may be, the performance or payment of the obligations and liabilities of the Counterparty
under this Confirmation or in respect of this Transaction. 
 “Loan Documents” 
 Means the collective reference to the Credit Agreement, the Guarantees, the Security Documents, and any other document or instrument executed and
delivered by Counterparty and/or any of its Affiliates in respect of the Initial Credit Facility. 
 “Security Documents”

 Means any and all pledge and/or security agreements and any other document executed and delivered at any time in respect of the
granting of any lien (however described) on any property or asset of Counterparty and/or any of its Affiliates to secure the performance or payment of the obligations and liabilities of each of Counterparty and its Affiliates under the Credit
Agreement and the Guarantees. 







 4. Account Details 
  

			
	Payments to Citibank in USD:	  	 CITIBANK N.A. NEW YORK
 BIC: CITIUS33
 ACCOUNT NO 00167679
 ACCOUNT NAME: FINANCIAL FUTURES

		
	Payments to Counterparty:	  	Please provide to expedite payment








 If you have any questions regarding this letter agreement, please contact the Swap Operations Department at the telephone
numbers or the facsimile numbers indicated on this Confirmation. 
 Please confirm that the foregoing correctly sets forth the terms of our agreement by
executing the copy of this Confirmation enclosed for that purpose and returning it to us. 
  

			
	 Very truly yours,

	
	 Citibank N.A., New York

		
	 By:
	 	 /s/ FRANK A. LICCIARDELLD

		 	 Frank A. Licciardelld
 Authorised Signatroy



  

			
	 Accepted and confirmed as
 of the Trade Date:

	
	 Kensey Nash Corporation

		
	 By:
	 	  
		 	 Authorized Signatory









 EXHIBIT I-AMORTIZATION SCHEDULE 
 Our Reference: M062891 
  

					
	Calculation Period*
From and including	  	To but excluding	  	USD
Notional Amount
	5/25/2006	  	6/26/2006	  	8,000,000.00
	6/26/2006	  	7/25/2006	  	8,000,000.00
	7/25/2006	  	8/25/2006	  	8,000,000.00
	8/25/2006	  	9/25/2006	  	8,000,000.00
	9/25/2006	  	10/25/2006	  	8,000,000.00
	10/25/2006	  	11/27/2006	  	8,000,000.00
	11/27/2006	  	12/26/2006	  	8,000,000.00
	12/26/2006	  	1/25/2007	  	8,000,000.00
	1/25/2007	  	2/26/2007	  	8,000,000.00
	2/26/2007	  	3/26/2007	  	8,000,000.00
	3/26/2007	  	4/25/2007	  	8,000,000.00
	4/25/2007	  	5/25/2007	  	8,000,000.00
	5/25/2007	  	6/25/2007	  	8,000,000.00
	6/25/2007	  	7/25/2007	  	8,000,000.00
	7/25/2007	  	8/27/2007	  	8,000,000.00
	8/27/2007	  	9/25/2007	  	8,000,000.00
	9/25/2007	  	10/25/2007	  	8,000,000.00
	10/25/2007	  	11/26/2007	  	8,000,000.00
	11/26/2007	  	12/26/2007	  	35,000,000.00
	12/26/2007	  	1/25/2008	  	34,883,333.33
	1/25/2008	  	2/25/2008	  	34,766,666.66
	2/25/2008	  	3/25/2008	  	34,649,999.99
	3/25/2008	  	4/25/2008	  	34,533,333.32
	4/25/2008	  	5/27/2008	  	34,416,666.65
	5/27/2008	  	6/25/2008	  	34,299,999.98
	6/25/2008	  	7/25/2008	  	34,183,333.31
	7/25/2008	  	8/25/2008	  	34,066,666.64
	8/25/2008	  	9/25/2008	  	33,949,999.97
	9/25/2008	  	10/27/2008	  	33,833,333.30
	10/27/2008	  	11/25/2008	  	33,716,666.63
	11/25/2008	  	12/26/2008	  	33,599,999.96
	12/26/2008	  	1/26/2009	  	33,483,333.29
	1/26/2009	  	2/25/2009	  	33,366,666.62
	2/25/2009	  	3/25/2009	  	33,249,999.95
	3/25/2009	  	4/27/2009	  	33,133,333.28
	4/27/2009	  	5/26/2009	  	33,016,666.61
	5/26/2009	  	6/25/2009	  	32,899,999.94
	6/25/2009	  	7/27/2009	  	32,783,333.27
	7/27/2009	  	8/25/2009	  	32,666,666.60
	8/25/2009	  	9/25/2009	  	32,549,999.93
	9/25/2009	  	10/26/2009	  	32,433,333.26
	10/26/2009	  	11/25/2009	  	32,316,666.59
	11/25/2009	  	12/28/2009	  	32,199,999.92









					
	12/28/2009	  	1/25/2010	  	32,083,333.25
	1/25/2010	  	2/25/2010	  	31,966,666.58
	2/25/2010	  	3/25/2010	  	31,849,999.91
	3/25/2010	  	4/26/2010	  	31,733,333.24
	4/26/2010	  	5/25/2010	  	31,616,666.57
	5/25/2010	  	6/25/2010	  	31,499,999.90
	6/25/2010	  	7/26/2010	  	31,383,333.23
	7/26/2010	  	8/25/2010	  	31,266,666.56
	8/25/2010	  	9/27/2010	  	31,149,999.89
	9/27/2010	  	10/25/2010	  	31,033,333.22
	10/25/2010	  	11/26/2010	  	30,916,666.55
	11/26/2010	  	12/27/2010	  	30,799,999.88
	12/27/2010	  	1/25/2011	  	30,683,333.21
	1/25/2011	  	2/25/2011	  	30,566,666.54
	2/25/2011	  	3/25/2011	  	30,449,999.87
	3/25/2011	  	4/25/2011	  	30,333,333.20
	4/25/2011	  	5/25/2011	  	30,216,666.53
	5/25/2011	  	6/27/2011	  	30,099,999.86
	6/27/2011	  	7/25/2011	  	29,983,333.19
	7/25/2011	  	8/25/2011	  	29,866,666.52
	8/25/2011	  	9/26/2011	  	29,749,999.85
	9/26/2011	  	10/25/2011	  	29,633,333.18
	10/25/2011	  	11/25/2011	  	29,516,666.51
	11/25/2011	  	12/27/2011	  	29,399,999.84
	12/27/2011	  	1/25/2012	  	29,283,333.17
	1/25/2012	  	2/27/2012	  	29,166,666.50
	2/27/2012	  	3/26/2012	  	29,049,999.83
	3/26/2012	  	4/25/2012	  	28,933,333.16
	4/25/2012	  	5/25/2012	  	28,816,666.49
	5/25/2012	  	6/25/2012	  	28,699,999.82
	6/25/2012	  	7/25/2012	  	28,583,333.15
	7/25/2012	  	8/27/2012	  	28,466,666.48
	8/27/2012	  	9/25/2012	  	28,349,999.81
	9/25/2012	  	10/25/2012	  	28,233,333.14
	10/25/2012	  	11/26/2012	  	28,116,666.47
	11/26/2012	  	12/26/2012	  	27,999,999.80
	12/26/2012	  	1/25/2013	  	27,883,333.13
	1/25/2013	  	2/25/2013	  	27,766,666.46
	2/25/2013	  	3/25/2013	  	27,649,999.79
	3/25/2013	  	4/25/2013	  	27,533,333.12
	4/25/2013	  	5/28/2013	  	27,416,666.45
	5/28/2013	  	6/25/2013	  	27,299,999.78
	6/25/2013	  	7/25/2013	  	27,183,333.11
	7/25/2013	  	8/26/2013	  	27,066,666.44
	8/26/2013	  	9/25/2013	  	26,949,999.77
	9/25/2013	  	10/25/2013	  	26,833,333.10
	10/25/2013	  	11/25/2013	  	26,716,666.43
	11/25/2013	  	12/26/2013	  	26,599,999.76
	12/26/2013	  	1/27/2014	  	26,483,333.09
	1/27/2014	  	2/25/2014	  	26,366,666.42









					
	2/25/2014	  	3/25/2014	  	26,249,999.75
	3/25/2014	  	4/25/2014	  	26,133,333.08
	4/25/2014	  	5/27/2014	  	26,016,666.41
	5/27/2014	  	6/25/2014	  	25,899,999.74
	6/25/2014	  	7/25/2014	  	25,783,333.07
	7/25/2014	  	8/25/2014	  	25,666,666.40
	8/25/2014	  	9/25/2014	  	25,549,999.73
	9/25/2014	  	10/27/2014	  	25,433,333.06
	10/27/2014	  	11/25/2014	  	25,316,666.39
	11/25/2014	  	12/26/2014	  	25,199,999.72
	12/26/2014	  	1/26/2015	  	25,083,333.05
	1/26/2015	  	2/25/2015	  	24,966,666.38
	2/25/2015	  	3/25/2015	  	24,849,999.71
	3/25/2015	  	4/27/2015	  	24,733,333.04
	4/27/2015	  	5/26/2015	  	24,616,666.37
	5/26/2015	  	6/25/2015	  	24,499,999.70
	6/25/2015	  	7/27/2015	  	24,383,333.03
	7/27/2015	  	8/25/2015	  	24,266,666.36
	8/25/2015	  	9/25/2015	  	24,149,999.69
	9/25/2015	  	10/26/2015	  	24,033,333.02
	10/26/2015	  	11/25/2015	  	23,916,666.35
	11/25/2015	  	12/28/2015	  	23,799,999.68
	12/28/2015	  	1/25/2016	  	23,683,333.01
	1/25/2016	  	2/25/2016	  	23,566,666.34
	2/25/2016	  	3/25/2016	  	23,449,999.67
	3/25/2016	  	4/25/2016	  	23,333,333.00
	4/25/2016	  	5/25/2016	  	23,216,666.33