FLOATING RATE NOTE SUPPORT AGREEMENTFloating Rate Note Support Agreement • November 2nd, 2010 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • Ontario
This Floating Rate Note Support Agreement, dated as of October 29, 2010, between: (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 signatories hereto (each, exercising its independent judgment and subject to Section 15(a), a “Consenting Noteholder” and collectively the “Consenting Noteholders”), with each Consenting Noteholder being a holder of and/or investment advisor or manager with investment discretion over Floating Rate Notes, addresses the note exchange agreed to by the Companies and the Consenting Noteholders as described in Section 1 hereof (the “Exchange”, and the terms set out in Section 1 hereof being the “Exchange Terms”). The Exchange is to be effectuated pursuant to the Exchange Offer.
AGREEMENT AND PLAN OF MERGER by and among ANGIOTECH PHARMACEUTICALS, INC., ANGIOTECH PHARMACEUTICALS (US), INC., QUAICH ACQUISITION, INC., and QUILL MEDICAL, INC. Dated as of May 25, 2006Merger Agreement • November 2nd, 2010 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
THIS AGREEMENT AND PLAN OF MERGER, dated as of May 25, 2006 (this “Agreement” ), is by and among Angiotech Pharmaceuticals, Inc., a corporation organized under the laws of British Columbia ( “Parent” ), Angiotech Pharmaceuticals (US), Inc., a Washington corporation and wholly-owned subsidiary of Parent ( “Buyer” ), Quaich Acquisition, Inc., a Delaware corporation and wholly-owned subsidiary of Buyer ( “Merger Sub” ), and Quill Medical, Inc., a Delaware corporation (the “Company” ).
RECAPITALIZATION SUPPORT AGREEMENTRecapitalization Support Agreement • November 2nd, 2010 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • Ontario
This Recapitalization Support Agreement (the “Agreement”) dated as of October 29, 2010 between: (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 signatories hereto (each exercising its independent judgment and subject to Section 16(a), a “Consenting Noteholder” and collectively the “Consenting Noteholders”), with each Consenting Noteholder being a holder of and/or investment advisor or manager with investment discretion over Subordinated Notes, addresses the principal aspects of the recapitalization of the Companies agreed to by the Companies and the Consenting Noteholders as described in Section 1 hereof (the “Recapitalization”, and the terms set out in Section 1 hereof being the “Recapitalization Terms”). The Recapitalization is to be effectuated pursuant to the Exchange Offer or as otherwise provided in this Agreement.
SUPPLEMENTAL INDENTURESupplemental Indenture • November 2nd, 2010 • Angiotech Pharmaceuticals Inc • Surgical & medical instruments & apparatus • New York
SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 29, 2010, 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.
