Exhibit 10.2
February 6, 2007
To:
Conceptus, Inc.
331 East Evelyn Avenue
Mountain View, California
94041
Attn:
Chief Financial Officer
Telephone:
(650) 962-4000
Facsimile:
(650) 962-5200
From:
Societe
Generale
Tour Societe Generale
17 Cours Valmy
92987 Paris La-Defense cedex
France
Attn: Candice Berguin
Documentation Department
Telephone:
+ 33 1 58 98 05 16
Facsimile:
+33 1 46 92 46 70
Re:
Convertible Bond Hedge Transaction
(Societe Generale Reference Number: 186829494)
Ladies and Gentlemen:
The purpose of this communication (this "Confirmation") is to set forth the
terms and conditions of the above-referenced transaction entered into on the
Trade Date specified below (the "Transaction") between Societe General
("Dealer") represented by SG Americas Securities, LLC ("Agent") as its agent,
and Conceptus, Inc. ("Counterparty").
This communication constitutes a
"Confirmation" as referred to in the ISDA Master Agreement specified below.
1.
THIS CONFIRMATION IS SUBJECT TO, AND INCORPORATES, THE
DEFINITIONS AND PROVISIONS OF THE 2000 ISDA DEFINITIONS (INCLUDING THE ANNEX
THERETO) (THE "2000 DEFINITIONS") AND THE DEFINITIONS AND PROVISIONS OF THE 2002
ISDA EQUITY DERIVATIVES DEFINITIONS (THE "EQUITY DEFINITIONS", AND TOGETHER WITH
THE 2000 DEFINITIONS, THE "DEFINITIONS"), IN EACH CASE AS PUBLISHED BY THE
INTERNATIONAL SWAPS AND DERIVATIVES ASSOCIATION, INC. ("ISDA").
IN THE EVENT OF
ANY INCONSISTENCY BETWEEN THE 2000 DEFINITIONS AND THE EQUITY DEFINITIONS, THE
EQUITY DEFINITIONS WILL GOVERN.
CERTAIN DEFINED TERMS USED HEREIN HAVE THE
MEANINGS ASSIGNED TO THEM IN THE INDENTURE TO BE DATED AS OF FEBRUARY 12, 2007
(THE "BASE INDENTURE") BETWEEN COUNTERPARTY AND WELLS FARGO BANK, N.A., AS
TRUSTEE (THE "TRUSTEE"), AS SUPPLEMENTED BY A FIRST SUPPLEMENTAL INDENTURE
THERETO TO BE DATED AS OF FEBRUARY 12, 2007 (THE "SUPPLEMENTAL INDENTURE" AND,
TOGETHER WITH THE BASE INDENTURE, THE "INDENTURE"), RELATING TO THE
COUNTERPARTY'S USD 75,000,000 PRINCIPAL AMOUNT OF 2.25% CONVERTIBLE SENIOR NOTES
DUE 2027 (THE "CONVERTIBLE NOTES").
IN THE EVENT OF ANY INCONSISTENCY BETWEEN
THE TERMS DEFINED IN THE INDENTURE AND THIS CONFIRMATION, THIS CONFIRMATION
SHALL GOVERN.
IF ANY RELEVANT SECTIONS OF THE INDENTURE REFERRED TO HEREIN ARE
CHANGED, ADDED OR RENUMBERED FOLLOWING EXECUTION OF THIS CONFIRMATION, THE
PARTIES WILL AMEND THIS CONFIRMATION IN GOOD FAITH TO PRESERVE THE ECONOMIC
INTENT OF THE PARTIES.
Each party is hereby advised, and each such party acknowledges, that the other
party has engaged in, or refrained from engaging in, substantial financial
transactions and has taken other material actions in reliance upon the parties'
entry into the Transaction to which this Confirmation relates on the terms and
conditions set forth below.
This Confirmation evidences a complete and binding agreement between Dealer and
Counterparty as to the terms of the Transaction to which this Confirmation
relates.
This Confirmation shall be subject to an agreement (the "Agreement")
in the form of the 2002 ISDA Master Agreement (the "ISDA Form") as if Dealer and
Counterparty had executed an agreement in such form (without any Schedule but
with the elections set forth in this Confirmation).
For the avoidance of doubt,
the Transaction shall be the only transaction under the Agreement.
All provisions contained in, or incorporated by reference