SUPPLEMENTAL INDENTURESupplemental Indenture • January 28th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of January 27, 2011, among Angiotech Pharmaceuticals, Inc., a corporation organized under the Business Corporation Act of the Province of British Columbia (the “Company”), the Guarantors under the Indenture (as defined and referred to below) and U.S. Bank National Association, as successor to Deutsche Bank National Trust Company, successor to Wells Fargo Bank, N.A., as trustee (the “Trustee”) under the Indenture. All capitalized terms used but not otherwise defined herein shall have the meaning assigned thereto in the Indenture.
SETTLEMENT AGREEMENTSettlement Agreement • January 28th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
WHEREAS Quill Medical, Inc. entered into an Agreement and Plan of Merger with Quaich Acquisition, Inc., Angiotech Pharmaceuticals, Inc. and Angiotech Pharmaceuticals (US), Inc., dated as of May 25, 2006 (the “Merger Agreement”), which provided for, among other things, contingent future payments and certain obligations owed by one of more of the Angiotech Parties to the “Company Holders” (as defined in the Merger Agreement and including, but not limited to, those parties listed on Schedule “B” hereto);
FOURTH AGREEMENT TO AMEND THE RECAPITALIZATION SUPPORT AGREEMENTFourth Agreement • January 28th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • Ontario
WHEREAS, (a) Angiotech Pharmaceuticals, Inc. (“Angiotech”), (b) the entities listed in Schedule A (together with Angiotech, the “Companies” and each a “Company”), and (c) each of the other Consenting Noteholders party hereto, each Consenting Noteholder being a holder of and/or investment advisor or manager with investment discretion over Subordinated Notes, executed a Recapitalization Support Agreement dated as of October 29, 2010 concerning the principal aspects of a Recapitalization of the Companies (as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Support Agreement”);
FOURTH AGREEMENT TO AMEND THE FLOATING RATE NOTE SUPPORT AGREEMENTFourth Agreement • January 28th, 2011 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • Ontario
WHEREAS, (a) Angiotech Pharmaceuticals, Inc. (“Angiotech”), (b) the entities listed in Schedule A (together with Angiotech, the “Companies” and each a “Company”), and (c) each of the other Consenting Noteholders party hereto, each Consenting Noteholder being a holder of and/or investment advisor or manager with investment discretion over Floating Rate Notes, executed a Floating Rate Note Support Agreement dated as of October 29, 2010 concerning the principal aspects of an Exchange of Floating Rate Notes (as amended by the First Amendment, the Second Amendment and the Third Amendment, the “Support Agreement”);
