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Document/Exhibit Description Pages Size
1: F-10 Registration Statement of a Foreign Private Issuer HTML 1.14M
(Not Effective Immediately)
2: EX-3.1 Articles of Angiotech Pharmaceuticals, Inc. HTML 331K
11: EX-3.10 Memorandum and Articles of Association HTML 195K
12: EX-3.11 Memorandum and Articles of Association HTML 180K
13: EX-3.12 Memorandum and Articles of Association HTML 180K
14: EX-3.13 Memorandum and Articles of Association HTML 180K
15: EX-3.14 Memorandum and Articles of Association HTML 180K
16: EX-3.15 Order of Amalgamation HTML 201K
17: EX-3.16 Partnership Agreement HTML 184K
18: EX-3.17 Order of Amalgamation HTML 200K
19: EX-3.18 Certificate of Merger of Afmedica, Inc. HTML 38K
20: EX-3.19 Bylaws of Afmedica, Inc. HTML 127K
3: EX-3.2 Articles of 0741693 B.C. Ltd. HTML 252K
21: EX-3.20 Certificate of Incorporation HTML 41K
22: EX-3.21 Amended and Restated Bylaws HTML 65K
23: EX-3.22 Certificate of Incorporation HTML 40K
24: EX-3.23 Bylaws of American Medical Instruments, Inc. HTML 60K
25: EX-3.24 Certificate of Incorporation HTML 95K
26: EX-3.25 Bylaws of Angiotech Biocoatings Corp. HTML 52K
27: EX-3.26 Articles of Organization HTML 32K
28: EX-3.27 Operating Agreement HTML 62K
29: EX-3.28 Amended and Restated Articles of Incorporation HTML 45K
30: EX-3.29 Bylaws of Angiotech Pharmaceuticals (Us), Inc. HTML 62K
4: EX-3.3 Articles of 0761717 B.C. Ltd. HTML 283K
31: EX-3.30 Certificate of Incorporation HTML 42K
32: EX-3.31 Bylaws of B.G. Sulzle, Inc. HTML 59K
33: EX-3.32 Articles of Organization HTML 43K
34: EX-3.33 Operating Agreement HTML 118K
35: EX-3.34 Certificate of Incorporation HTML 42K
36: EX-3.35 Bylaws of Manan Medical Products, Inc. HTML 60K
37: EX-3.36 Certificate of Incorporation HTML 40K
38: EX-3.37 Bylaws of Medical Device Technologies, Inc. HTML 59K
39: EX-3.38 Certificate of Merger HTML 38K
40: EX-3.39 Bylaws of of Neucoll, Inc. HTML 64K
5: EX-3.4 Memorandum and Articles of Association HTML 180K
41: EX-3.40 Articles of Incorporation HTML 36K
42: EX-3.41 Bylaws of Point Technologies, Inc. HTML 50K
43: EX-3.42 Certificate of Incorporation HTML 42K
44: EX-3.43 Bylaws of Surgical Specialties Corporation HTML 60K
45: EX-3.44 Certificate of Incorporation HTML 59K
46: EX-3.45 Bylaws of Quill Medical, Inc. HTML 120K
47: EX-3.46 Certificate of Incorporation HTML 43K
48: EX-3.47 Amended and Restated Bylaws HTML 61K
49: EX-3.48 Memorandum and Amended Articles of Association HTML 81K
50: EX-3.49 Memorandum & Articles of Association HTML 177K
6: EX-3.5 Memorandum and Articles of Association HTML 180K
51: EX-3.50 Memorandum & Articles of Association HTML 177K
7: EX-3.6 Memorandum and Articles of Association HTML 180K
8: EX-3.7 Memorandum and Articles of Association HTML 195K
9: EX-3.8 Memorandum and Articles of Association HTML 195K
10: EX-3.9 Memorandum and Articles of Association HTML 195K
52: EX-4.1 Indenture HTML 658K
53: EX-4.2 Supplemental Indenture HTML 42K
54: EX-5.1 Opinion of Sullivan & Cromwell LLP, Special Us HTML 34K
Counsel
55: EX-5.2 Opinion of Irwin, White & Jennings, British HTML 40K
Columbia Counsel
56: EX-5.3 Opinion of Stewart McKelvey, Nova Scotia Counsel HTML 43K
57: EX-5.4 Opinion of Lionel Sawyer & Collins, Nevada Counsel HTML 33K
58: EX-5.5 Opinion of Heller Ehrman White & McAuliffe LLP, HTML 57K
Washington Counsel
59: EX-5.6 Opinion of Faegre & Benson LLP, Colorado Counsel HTML 42K
60: EX-5.7 Opinion of McConnell Valdes, Puerto Rico Counsel HTML 41K
61: EX-5.8 Opinion of Herbert Smith LLP, England & Wales HTML 74K
62: EX-23.1 Consent of Ernst & Young LLP HTML 29K
63: EX-23.2 Consent of Pricewaterhousecoopers LLP HTML 27K
64: EX-23.3 Consent of Hughes Pittman and Gupton LLP HTML 28K
65: EX-25.1 Statement of Eligibility of the Trustee on Form HTML 67K
T-1
66: EX-99.1 Letter of Transmittal HTML 114K
67: EX-99.2 Notice of Guaranteed Delivery HTML 38K
| Supplemental Indenture |
Exhibit 4.2 Exhibit 7.2
SUPPLEMENTAL INDENTURE
Supplemental Indenture (this “Supplemental Indenture”), dated as of August 18, 2006, among Quill Medical, Inc. and 0761717 B.C. Ltd. (each a “Guaranteeing Subsidiary” and collectively, the “Guaranteeing Subsidiaries”), subsidiaries of Angiotech Pharmaceuticals, Inc. (or its permitted successor), a corporation organized under the Business Corporations Act of the Province of British Columbia (the “Company”), the other Guarantors (as defined in the Indenture referred to herein) and Wells Fargo Bank, N.A., as trustee under the Indenture referred to below (the “Trustee”).
W I T N E S S E T H
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “Indenture”), dated as of March 23, 2006 providing for the issuance of 7.75% Senior Subordinated Notes due 2014 (the “Notes”);
WHEREAS, the Indenture provides that under certain circumstances the Guaranteeing Subsidiaries shall execute and deliver to the Trustee a supplemental indenture pursuant to which each Guaranteeing Subsidiary shall unconditionally guarantee all of the Company’s Obligations under the Notes and the Indenture on the terms and conditions set forth herein (the “Note Guarantee”); and
WHEREAS, pursuant to Section 9.01 of the Indenture, the Trustee is authorized to execute and deliver this Supplemental Indenture.
NOW, THEREFORE, in consideration of the foregoing and for other good and valuable consideration, the receipt of which is hereby acknowledged, each Guaranteeing Subsidiary and the Trustee mutually covenant and agree for the equal and ratable benefit of the Holders of the Notes as follows:
1. CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
2. AGREEMENT TO GUARANTEE. Each Guaranteeing Subsidiary hereby agrees to provide an unconditional Guarantee on the terms and subject to the conditions set forth in the Note Guarantee and in the Indenture including but not limited to Article 11 thereof.
4. No RECOURSE AGAINST OTHERS. No past, present or future director, officer, employee, incorporator, stockholder or agent of the Guaranteeing Subsidiary, as such, shall have any liability for any obligations of the Company or any Guaranteeing Subsidiary under the Notes, any Note Guarantees, the Indenture or this Supplemental Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of the Notes by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the Notes.
Such waiver may not be effective to waive liabilities under the federal securities laws and it is the view of the SEC that such a waiver is against public policy.
5. NEW YORK LAW TO GOVERN. THE INTERNAL LAW OF THE STATE OF NEW YORK SHALL GOVERN AND BE USED TO CONSTRUE THIS SUPPLEMENTAL INDENTURE WITHOUT GIVING EFFECT TO APPLICABLE PRINCIPLES OF CONFLICTS OF LAW TO THE EXTENT THAT THE APPLICATION OF THE LAWS OF ANOTHER JURISDICTION WOULD BE REQUIRED THEREBY.
6. COUNTERPARTS. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of them together represent the same agreement.
7. EFFECT OF HEADINGS. The Section headings herein are for convenience only and shall not affect the construction hereof.
8. THE TRUSTEE. The Trustee shall not be responsible in any manner whatsoever for or in respect of the validity or sufficiency of this Supplemental Indenture or for or in respect of the recitals contained herein, all of which recitals are made solely by each Guaranteeing Subsidiary and the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed and attested, all as of the date first above written.
| ANGIOTECH PHARMACEUTICALS, INC. | ||
| By: | /s/ David M. Hall | |
| Name: | David M. Hall | |
| Title: | Chief Compliance Officer | |
[SUPPLEMENTAL INDENTURE]
| QUILL MEDICAL, INC. | ||
| By: | /s/ David M. Hall | |
| Name: | David M. Hall | |
| Title: | Secretary | |
[SUPPLEMENTAL INDENTURE]
| 0761717 B.C. LTD. | ||
| By: | /s/ David M. Hall | |
| Name: | David M. Hall | |
| Title: | President and Secretary | |
[SUPPLEMENTAL INDENTURE]
| /s/ David M. Hall | ||
| Name: | David M. Hall | |
| Title: | As attorney-in-fact for the | |
| entities listed on Annex A hereto | ||
[SUPPLEMENTAL INDENTURE]
| WELLS FARGO BANK, N.A., as Trustee | ||
| By: | /s/ Maddy Hall | |
| Authorized Signatory | ||
[SUPPLEMENTAL INDENTURE]
Annex A
0741693 B.C. Ltd.
3091796 Nova Scotia Company
3091799 Nova Scotia Company
| 3129537 | Nova Scotia Company |
| 3129538 | Nova Scotia Company |
| 3129539 | Nova Scotia Company |
| 3129540 | Nova Scotia Company |
| 3129541 | Nova Scotia Company |
| 3132933 | Nova Scotia Company |
| 3132934 | Nova Scotia Company |
| 3132935 | Nova Scotia Company |
3132936 Nova Scotia Company
Angiotech International Holdings, Corp.
Angiotech Investment Partnership
Tercentenary Holdings, Corp.
Afmedica, Inc.
American Medical Instruments Holdings, Inc.
American Medical Instruments, Inc.
Angiotech BioCoatings Corp.
Angiotech Capital, LLC
Angiotech Pharmaceuticals (US), Inc.
B.G. Sulzle, Inc.
Crimson Cardinal Capital, LLC
Manan Medical Products, Inc.
Medical Device Technologies, Inc.
NeuColl, Inc.
Point Technologies, Inc.
Surgical Specialties Corporation
Surgical Specialties Puerto Rico, Inc.
Surgical Specialties UK Holdings Limited
[Supplemental Indenture]
| This ‘F-10’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed as of: | 10/25/06 | 6-K, F-X | ||
| Filed on: | 10/24/06 | 6-K | ||
| 8/18/06 | ||||
| 3/23/06 | ||||
| List all Filings | ||||