JPMorgan Chase Bank, National Association P.O. Box 161 60 Victoria Embankment London EC4Y 0JP EnglandSonosite Inc • August 9th, 2007 • Surgical & medical instruments & apparatus • New York
The purpose of this letter agreement (this "Confirmation") is to confirm the terms and conditions of the Warrants issued by SonoSite, Inc.("Company") to JPMorganChase Bank, National Association, London Branch ("JPMorgan") on 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 this Transaction.
To: SonoSite, Inc. 21919 30th Drive S.E. Bothell, WA 98021-3904 Attention: Chief Financial Officer Telephone No.: (425) 951-1224 Facsimile No.: (425) 951-6789 Re: Call Option Transaction The purpose of this letter agreement (this "Confirmation") is to...Sonosite Inc • August 9th, 2007 • Surgical & medical instruments & apparatus • New York
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 have the meanings assigned to them in the Prospectus Supplement dated July 10, 2007 to the Prospectus dated May 29, 2007 (as so supplemented, the "Prospectus") relating to the USD 200,000,000 principal amount of Convertible Senior Notes due 2014, (the "Convertible Notes" and each USD 1,000 principal amount of Convertible Notes, a "Convertible Note") issued by Counterparty pursuant to an Indenture to be dated July 16, 2007 (the "Base Indenture") and a first supplemental indenture dated as of July 16, 2007 (the "First Supplemental Indenture", together with the Base Indenture, the "Indenture") between
