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Amended And Restated Forbearance Agreement, Dated As of November 4, 2010

This is an actual contract by Angiotech Pharmaceuticals.

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Sectors: Biotechnology / Pharmaceuticals
Governing Law: New York, View New York State Laws
Effective Date: November 04, 2010
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EXHIBIT 10.2

AMENDED AND RESTATED FORBEARANCE AGREEMENT

This AMENDED AND RESTATED FORBEARANCE AGREEMENT (this " Agreement" ) is made and entered into as of November 4, 2010, by and among ANGIOTECH PHARMACEUTICALS, INC. , a corporation organized under the laws of the Province of British Columbia, Canada (" Parent" ), each of Parent' s Subsidiaries identified as a " Borrower" on the signature pages hereof (such Subsidiaries, each a " Borrower" , and collectively, jointly and severally, the " Borrowers" ), the Lenders (as defined in the Credit Agreement referred to below) listed on the signature pages hereof and WELLS FARGO CAPITAL FINANCE, LLC , a Delaware limited liability company formerly known as Wells Fargo Foothill, LLC, in its capacity as arranger and administrative agent (" Agent" ) for the Lenders.

W I T N E S S E T H :

WHEREAS , the Parent, the Borrowers, the Agent and the Lenders are parties to that certain Credit Agreement, dated as of February 27, 2009 (as amended, supplemented or modified, the " Credit Agreement" );

WHEREAS , the Parent has notified Agent and the Lenders that the Defaults and Events of Default set forth on Schedule I hereto either have occurred or may occur under the Credit Agreement (each a " Designated Default" and, collectively, the " Designated Defaults" );

WHEREAS , under the terms of the Credit Agreement, it is a condition to the applicable Lenders continuing to make Advances to the Borrowers that, among other things, no Default or Event of Default shall have occurred and be continuing on the date of such extension of credit, nor shall result from the making thereof;

WHEREAS , the Borrowers have requested that the Lenders with a Revolver Commitment continue to fund requested Advances notwithstanding the existence of any Designated Default and that Agent and the Lenders forbear from exercising their rights and remedies under the Credit Agreement, the other Loan Documents and applicable law notwithstanding the existence of any Designated Default, all of which Agent and the Lenders are willing to do on the terms and conditions set forth in this Agreement;

WHEREAS , the Parent, the Borrowers, the Agent and the Lenders are parties to that certain Forbearance Agreement dated as of September 30, 2010 (the " Existing Forbearance Agreement" ), pursuant to which the Agent and the Lenders agreed to forbear from taking any action or commencing any proceedings with respect to the enforcement of any of its or their rights or remedies under the Loan Documents or applicable law as a result of certain of the Designated Defaults; and

WHEREAS , the Parent, the Borrowers, the Agent and the Lenders agree to amend and restate the Existing Forbearance Agreement on and subject to the terms set forth herein.


NOW, THEREFORE , in consideration of the premises and other good and valuable consideration, the parties hereto hereby agree that the Existing Forbearance Agreement is hereby amended and restated in its entirety as follows:

Section 1. Definitions . Any capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Credit Agreement.

Section 2. Acknowledgments . Each of the above recitals is expressly incorporated herein and is represented by the Parent and each Borrower to be true and correct. Without limiting the foregoing, the Parent and each Borrower acknowledges and agrees that, but for the effectiveness of this Agreement, (a) the Designated Defaults would occur and be continuing, (b) the existence of the Designated Defaults would relieve the applicable members of the Lender Group from any obligation to extend any Advance or provide any other credit under the Credit Agreement or any other Loan Documents, and (c) the existence of the Designated Defaults would permit the Lender Group, as applicable, to, among other things, (i) suspend or terminate any commitment to provide Advances or provide any other credit under the Credit Agreement or any other Loan Document, (ii) accelerate all or any portion of the Obligations, (iii) charge interest on any and all of the Obligations at the default rate applicable under the Section 2.6(c) of the Credit Agreement, (iv) commence any legal or other action to collect any or all of the Obligations from the Borrowers, any other Loan Party and/or any Collateral, (v) foreclose or otherwise realize on any or all of the Collateral, and/or appropriate, set-off and apply to the payment of any or all of the Obligations, any or all of the Collateral, and/or (vi) take any other enforcement action or otherwise exercise any or all rights and remedies provided for by any or all of the Credit Agreement, the other Loan Documents or applicable law.

Section 3. Reaffirmation of Obligations, etc . The Parent and each Borrower hereby acknowledges that the Loan Documents and the Obligations constitute the valid and binding obligations of each such Person enforceable against each such Person in accordance with their respective terms, and the Parent and each Borrower hereby reaffirms its obligations under the Loan Documents. Agent' s and the Lenders' entry into this Agreement or any of the documents referenced herein, their negotiations with any party with respect to any Loan Document, their conduct of any analysis or investigation of the operations of the Parent, any Borrower, any Collateral or any Loan Document, their acceptance of any payment from the Parent, any Borrower or any other party of any payments made prior to or after the date hereof, their making of any Advance or other extension of credit prior to or after the date hereof, or any other action or failure to act on the part of any member of the Lender Group shall not, except as expressly provided herein, (a) constitute a modification of any Loan Document, (b) constitute a waiver of any condition, Default or Event of Default under the Credit Agreement, including, without limitation, any Designated Default, or a waiver of any term or provision of any Loan Document, (c) excuse any Loan Party from any of its obligations under any of the Loan Documents, or (d) toll the running of any time periods applicable to any rights and remedies of the Lender Group or any member thereof, including, without limitation, any grace periods with respect to any Defaults under the Loan Documents or otherwise. The Parent and each Borrower agrees that it will not assert laches, waiver or any other defense to the enforcement of any of the Loan Documents based upon any agreement or action by any member of the Lender Group referenced in, set forth in or contemplated by, this Agreement.

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Section 4. Forbearance and Agreement to Continue to Lend . During the Forbearance Period (as defined below): (a) the Lender Group shall not take any action or commence any proceedings with respect to the enforcement of any of its rights or remedies under the Loan Documents or applicable law as a result of any Designated Default; and (b) the Lenders with Revolver Commitments shall, notwithstanding the existence of the Designated Defaults, continue to fund Advances (and extend any other credit provided for under the Credit Agreement) but subject to all other applicable provisions of the Credit Agreement.

" Forbearance Period" shall mean the period commencing upon the Effective Date and continuing until the earliest to occur of: (i) other than the Designated Defaults, any Event of Default (including any Event of Default arising from the failure to make the interest payment due October 1, 2010 on the Senior Subordinated Notes, including, without limitation, the acceleration of all or any of the Senior Notes or the taking of any action by any Indenture Trustee or any holder of any of the Senior Notes to obtain payment of all or any of the Senior Notes); (ii) any Material Adverse Change since the date of this Agreement and (iii) the Specified Date.

" Specified Date" shall mean April 30, 2011.

Section 5. Rights Upon Termination of Forbearance Period . The Parent and each Borrower acknowledges and agrees that upon the termination of the Forbearance Period as provided in Section 4 hereof, Agent, on behalf of the Lender Group, shall be entitled to exercise any or all of its remedies available under the Loan Documents or applicable law.

Section 6. Representations and Warranties . In order to induce Agent and the Lenders to enter into this Agreement, the Parent and each Borrower hereby represents and warrants that:

6.01 No Default . At and as of the date of this Agreement and at and as of the Effective Date, other than the Designated Defaults, no Default or Event of Default exists.

6.02 Representations and Warranties True and Correct . At and as of the date of this Agreement, and after giving effect to this Agreement, except for the existence of the Designated Defaults, each of the representations and warranties contained in the Credit Agreement and the other Loan Documents, is true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) (except to the extent that such representations and warranties relate solely to an earlier date, in which case they shall only be required to be true and correct in all material respects (except that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof) on such earlier date).

6.03 Corporate Power, Etc . The Parent and each Borrower (a) has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and (b) has taken all action, corporate or otherwise, necessary to authorize the execution and delivery of this Agreement and the consummation of the tra
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