Third Agreement to Amend the Recapitalization Support Agreement



 EXHIBIT 10.1 
 THIRD AGREEMENT TO AMEND THE RECAPITALIZATION SUPPORT AGREEMENT 
 THIS THIRD AMENDMENT is made as of this 11th day of January, 2011. 
 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 and the Second Amendment, the “Support Agreement”); 
 AND WHEREAS, pursuant to Section 16(n) of the Support Agreement, the Support Agreement may be modified, amended or supplemented as to any matter by an instrument in writing signed by the
Companies and Consenting Noteholders that represent not less than a majority of the aggregate principal amount of Subordinated Notes; 
 AND WHEREAS, Consenting Noteholders representing not less than a majority of the aggregate principal amount of Subordinated Notes executed an Agreement to Amend the Recapitalization Support
Agreement dated as of November 29, 2010 (the “First Amendment”); 
 AND WHEREAS, Consenting
Noteholders representing not less than a majority of the aggregate principal amount of Subordinated Notes executed a Second Agreement to Amend the Recapitalization Support Agreement dated as of December 15, 2010 (the “Second
Amendment”); 
 AND WHEREAS, the Companies and the Consenting Noteholders party to this third amendment (the
“Third Amendment”) wish to further amend the Support Agreement in the manner set out in this Third Amendment; 
 AND WHEREAS, the Consenting Noteholders party to the Third Amendment collectively hold and/or exercise investment discretion over not less than a majority of the aggregate principal amount of
outstanding Subordinated Notes; 
 NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Companies and the Consenting Noteholders party hereto hereby agree as follows: 
 1. Capitalized Terms

 Capitalized Terms that are used but not otherwise defined herein shall have the meanings ascribed thereto in the Support
Agreement. 
 2. Consenting Noteholders Party to this Third Amendment 

Each Consenting Noteholder party to this Third Amendment hereby represents and warrants, severally and not jointly, to each of the other
parties to this Third Amendment (and 







 
acknowledges that each of the other parties to this Third Amendment is relying upon such representations and warranties) that as of the date hereof: (a) it either (i) is the sole legal
and beneficial owner of the principal amount of Subordinated Notes disclosed to Goodmans as of such date, or (ii) has the investment and voting discretion with respect to the principal amount of Subordinated Notes disclosed to Goodmans as of
such date; (b) it has the power and authority to bind the beneficial owner(s) of such Subordinated Notes to the terms of this Third Amendment; and (c) it has authorized and instructed Goodmans to advise Angiotech, in writing, of the
aggregate amount of Subordinated Notes held by the Consenting Noteholders that are party to this Third Amendment. 
 3. Amendments to the
Support Agreement 
 The Support Agreement is hereby amended as follows: 

 

	 	(a)	the reference to “January 11, 2011” in Section 5(d)(ii)(A) of the Support Agreement is hereby deleted and replaced with “January 28, 2011”;


  

	 	(b)	the reference to “December 23, 2010” in Section 5(r.1) of the Support Agreement is hereby deleted and replaced with “January 14, 2011”;


  

	 	(c)	the reference to “February 9, 2011” in Section 6(a) of the Support Agreement is hereby deleted and replaced with “February 28, 2011”;


  

	 	(d)	the reference to “February 9, 2011” in Section 6(b) of the Support Agreement is hereby deleted and replaced with “February 28, 2011”;


  

	 	(e)	the reference to “January 11, 2011” in Section 7(a)(i) of the Support Agreement is hereby deleted and replaced with “January 28, 2011”;


  

	 	(f)	the reference to “February 9, 2011” in Section 7(a)(ii) of the Support Agreement is hereby deleted and replaced with “February 28, 2011”;


  

	 	(g)	the reference to “January 11, 2011” in Section 10(a)(i) of the Support Agreement is hereby deleted and replaced with “January 28, 2011”;


  

	 	(h)	the reference to “January 11, 2011” in Section 10(a)(ii) of the Support Agreement is hereby deleted and replaced with “January 28, 2011”; and


  

	 	(i)	the reference to “December 31, 2010” in Section 10(a)(iii) of the Support Agreement is hereby deleted and replaced with “January 18, 2011”.


 4. Support Agreement to apply in full force and effect 

Except as expressly modified by the terms of this Third Amendment, the terms and conditions of the Support Agreement shall continue to
apply in full force and effect, unamended. 

  
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 5. Miscellaneous 
  

	 	(a)	This Third Amendment may be modified, amended or supplemented as to any matter by an instrument in writing signed by the Companies and Consenting Noteholders that
represent not less than a majority of the aggregate principal amount of Subordinated Notes. 

  

	 	(b)	This Third Amendment shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein,
without regard to principles of conflicts of law. Each of the parties to this Third Amendment submits to the jurisdiction of the courts of the Province of Ontario in any action or proceeding arising out of or relating to this Third Amendment.


  

	 	(c)	This Third Amendment may be signed in counterparts, each of which, when taken together, shall be deemed an original. Execution of this Third Amendment is effective if a
signature is delivered by facsimile transmission or electronic (e.g., pdf) transmission. 

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 This Third Amendment has been agreed and accepted on the date first written above.

  

			
	 ANGIOTECH PHARMACEUTICALS, INC.

		
	 By:
	 	 /s/ K. Thomas Bailey

		 	 Name: K. Thomas Bailey

Title: Chief Financial Officer



  


			
	 AFMEDICA, INC.;

AMERICAN MEDICAL INSTRUMENTS HOLDINGS, INC.;

ANGIOTECH AMERICA, INC.;

ANGIOTECH BIOCOATINGS CORP.;

ANGIOTECH DELAWARE, INC.;

ANGIOTECH FLORIDA HOLDINGS, INC.;

ANGIOTECH PHARMACEUTICALS (US), INC.;

B.G. SULZLE, INC.;

MANAN MEDICAL PRODUCTS, INC.;

MEDICAL DEVICE TECHNOLOGIES, INC.;

NEUCOLL, INC.;

QUILL MEDICAL, INC.;

SURGICAL SPECIALTIES CORPORATION;

SURGICAL SPECIALTIES PUERTO RICO, INC.; and

SURGICAL SPECIALTIES UK HOLDINGS LIMITED

		
	 By:
	 	 /s/ K. Thomas Bailey

		 	Name: K. Thomas Bailey
		 	Title: President









  

			
	 ANGIOTECH INTERNATIONAL HOLDINGS CORP.; and

 
 0741693 B.C.
LTD.

		
	 By:
	 	 /s/ Jay Dent

		 	 Name: Jay Dent
 Title:
President