Representations and Warranties of Counterparty by Volcano Corp

Post on: 16 Март, 2015 No Comment

Representations and Warranties of Counterparty by Volcano Corp

Volcano Corporation

3661 Valley Centre Drive, Suite 200

Base Call Option Transaction

The purpose of this letter agreement (this “Confirmation ”) is to confirm the terms and conditions of the call option transaction entered into between JPMorgan Chase Bank, National Association, London Branch (“Dealer ”) and Volcano Corporation (“Counterparty ”) as of the Trade Date specified below (the “Transaction ”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.

The definitions and provisions contained in the 2002 ISDA Equity Derivatives Definitions (the “Equity Definitions ”), as published by the International Swaps and Derivatives Association, Inc. (“ISDA ”) are incorporated into this Confirmation. In the event of any inconsistency between the Equity Definitions and this Confirmation, this Confirmation shall govern. Certain defined terms used herein are based on terms that are defined in the Prospectus dated September 13, 2010, as supplemented by the Prospectus Supplement dated December 4, 2012 (as so supplemented, the “Prospectus ”) relating to the 1.75% Convertible Senior Notes due 2017 (the “Convertible Notes ” and each USD 1,000 principal amount of Convertible Notes, a “Convertible Note ”) issued by Counterparty in an aggregate initial principal amount of USD 400,000,000 million (as increased by up to an aggregate principal amount of USD 60,000,000 million if and to the extent that the Underwriters (as defined herein) exercise their option to purchase additional Convertible Notes pursuant to the Underwriting Agreement (as defined herein)) pursuant to an indenture dated as of September 20, 2010 between Counterparty and Wells Fargo Bank, National Association, as trustee (the “Base Indenture ”), as supplemented by a supplemental indenture thereto to be dated December 10, 2012 between Counterparty and Wells Fargo Bank, National Association, as trustee (such supplemental indenture, the “Supplemental Indenture ,” and the Base Indenture, as so supplemented, the “Indenture ”). In the event of any inconsistency between the terms defined in the Prospectus, the Indenture and this Confirmation, this Confirmation shall govern. The parties acknowledge that this Confirmation is entered into on the date hereof with the understanding that (i) definitions set forth in the Indenture which are also defined herein by reference to the Indenture and (ii) sections of the Indenture that are referred to herein will conform to the descriptions thereof in the Prospectus. If any such definitions in the Indenture or any such sections of the Indenture differ from the descriptions thereof in the Prospectus, the descriptions thereof in the Prospectus will govern for purposes of this Confirmation. The parties further acknowledge that the Indenture section numbers used herein are based on the draft of the Supplemental Indenture last reviewed by Dealer as of the date of this Confirmation, and if any such section numbers are changed in the Supplemental Indenture as executed, the parties will amend this Confirmation in good faith to preserve the intent of the parties. Subject to the foregoing, references to the Base Indenture or the Supplemental Indenture herein are references to the Base Indenture or the Supplemental Indenture, as the case may be, as in effect on the date hereof and on the date of its execution, respectively, and if either the Base Indenture or the Supplemental Indenture is amended following such date, any such amendment will be disregarded for purposes of this Confirmation unless the parties agree otherwise in writing.

JPMorgan Chase Bank, National Association

Organised under the laws of the United States as a National Banking Association

Representations and Warranties of Counterparty by Volcano Corp

Registered as a branch in England & Wales branch No. BR000746

Registered Branch Office 125 London Wall, London EC2Y 5AJ

Authorised and regulated by the Financial Services Authority

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.


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