Agreement to Amend the Floating Rate Note Support



 EXHIBIT 10.2 
 AGREEMENT TO AMEND THE FLOATING RATE NOTE SUPPORT AGREEMENT 
 THIS FIRST AMENDMENT is made as of this 29th day of November, 2010. 
 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 (the “Support Agreement”); 
 AND WHEREAS, pursuant to
Section 15(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 Floating Rate Notes; 
 AND WHEREAS the Consenting Noteholders party to this first amendment (the “First
Amendment”) collectively hold and/or exercise investment discretion over not less than a majority of the Floating Rate Notes; 
 AND WHEREAS the Companies and the Consenting Noteholders party to this First Amendment wish to amend the Support Agreement in the manner set out in this First Amendment; 

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 First Amendment 

 Each Consenting Noteholder party to this First Amendment hereby represents and warrants, severally and not jointly, to each of the other parties to this First Amendment (and acknowledges that each of the
other parties to this First 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 Floating Rate Notes disclosed to
Houlihan Lokey as of such date, or (ii) has the investment and voting discretion with respect to the principal amount of Floating Rate Notes disclosed to Houlihan Lokey as of such date; (b) it has the power and authority to bind the
beneficial owner(s) of such Floating Rate Notes to the terms of this First Amendment; and (c) it has authorized and instructed Houlihan Lokey to advise Angiotech, in writing, of the aggregate amount of Floating Rate Notes held by the Consenting
Noteholders that are party to this First Amendment. 







  

	3.	Amendments to the Support Agreement 

 The Support Agreement is hereby amended by deleting the reference to “November 29, 2010” in Section 5(d) of the Support Agreement and replacing it with “December 15, 2010”.

  

	4.	Support Agreement to apply in full force and effect 

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

 

	5.	Miscellaneous 

  

	 	(a)	This First 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 Floating Rate Notes. 

  

	 	(b)	This First 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 First 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 First Amendment.


  

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

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 This First 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