TRANSACTION

Exhibit 10.2

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:

Fixed Amounts

Floating Amounts

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,

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.

“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

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.

EXHIBIT I-AMORTIZATION SCHEDULE

Our Reference: M062891