Exhibit 4.5


 


AMENDMENT NO. 1 TO SECURITIES
PURCHASE AGREEMENT


 


This
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT, dated as of April 28,
2006 (the “Amendment”), by and among AGA MEDICAL CORPORATION, a
Minnesota corporation (the “Company”) and WCAS CAPITAL PARTNERS IV,
L.P., a Delaware limited partnership (the “Purchaser”).  Capitalized terms used herein and not
otherwise defined shall have the meaning assigned to such term in the
Securities Purchase Agreement (as defined below).


 


RECITALS:


 


WHEREAS,
the Company and the Purchaser entered into that certain Securities Purchase
Agreement, dated as of July 28, 2005 (the “Securities Purchase
Agreement”), pursuant to which, among other things, the Purchaser purchased
from the Company and the Company issued and sold to the Purchaser its 10%
senior subordinated notes due 2012 in an aggregate principal amount of
$50,000,000;


 


WHEREAS,
the Company proposes to enter into that certain Amended and Restated Credit
Agreement (the “Amended and Restated Credit Agreement”), among AGA
Medical Holdings, Inc., the Company, the Lenders party thereto from time
to time, Lehman Brothers Inc. and Citigroup Global Markets Inc., as Joint Lead
Arrangers and Joint Bookrunners, Citigroup Global Markets Inc., as Syndication
Agent, and Lehman Commercial Paper Inc., as Administrative Agent; and


 


WHEREAS,
the Company and the Purchaser now desire to amend certain provisions of the
Securities Purchase Agreement as set forth herein;


 


NOW,
THEREFORE, in consideration of the premises and of the mutual covenants and
agreements herein contained, the parties hereto hereby agree as follows:


 


ARTICLE I.


 


AMENDMENTS TO SECURITIES
PURCHASE AGREEMENT


 


SECTION 1.01. 
Amendments.  The Securities
Purchase Agreement is hereby amended, in accordance with Section 13.02
thereof, as follows:


 


(a)            The second Recital of the Securities
Purchase Agreement is hereby amended by deleting “2015” and replacing it with “2012”.


 


(b)           Section 8.03 of the Securities
Purchase Agreement is hereby amended by deleting the table therein and
replacing it in its entirety with the following:


 


1

















 


	
  Date

  	
   

  	
  Ratio

  	
   

  
	
  September 30, 2006

  	
   

  	
  1.50 to 1.00

  	
   

  
	
  December 31, 2006

  	
   

  	
  1.50 to 1.00

  	
   

  
	
  March 31, 2007

  	
   

  	
  1.50 to 1.00

  	
   

  
	
  June 30, 2007

  	
   

  	
  1.50 to 1.00

  	
   

  
	
  September 30, 2007

  	
   

  	
  1.75 to 1.00

  	
   

  
	
  December 31, 2007

  	
   

  	
  1.75 to 1.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  1.75 to 1.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  1.75 to 1.00

  	
   

  
	
  September 30, 2008 and thereafter

  	
   

  	
  2.00 to 1.00

  	
   

  



 


(c)            Section 8.04 of the Securities
Purchase Agreement is hereby amended by deleting the table therein and
replacing it in its entirety with the following:


 


	
  Date

  	
   

  	
  Ratio

  	
   

  
	
  September 30, 2006

  	
   

  	
  6.75 to 1.00

  	
   

  
	
  December 31, 2006

  	
   

  	
  6.75 to 1.00

  	
   

  
	
  March 31, 2007

  	
   

  	
  6.50 to 1.00

  	
   

  
	
  June 30, 2007

  	
   

  	
  6.50 to 1.00

  	
   

  
	
  September 30, 2007

  	
   

  	
  6.25 to 1.00

  	
   

  
	
  December 31, 2007

  	
   

  	
  6.00 to 1.00

  	
   

  
	
  March 31, 2008

  	
   

  	
  5.75 to 1.00

  	
   

  
	
  June 30, 2008

  	
   

  	
  5.75 to 1.00

  	
   

  
	
  September 30, 2008

  	
   

  	
  5.50 to 1.00

  	
   

  
	
  December 31, 2008

  	
   

  	
  5.25 to 1.00

  	
   

  
	
  March 31, 2009

  	
   

  	
  5.00 to 1.00

  	
   

  
	
  June 30, 2009

  	
   

  	
  5.00 to 1.00

  	
   

  
	
  September 30, 2009

  	
   

  	
  4.75 to 1.00

  	
   

  
	
  December 31, 2009

  	
   

  	
  4.50 to 1.00

  	
   

  
	
  March 31, 2010

  	
   

  	
  4.25 to 1.00

  	
   

  
	
  June 30, 2010

  	
   

  	
  4.25 to 1.00

  	
   

  
	
  September 30, 2010

  	
   

  	
  4.25 to 1.00

  	
   

  
	
  December 31, 2010 and thereafter

  	
   

  	
  4.00 to 1.00

  	
   

  



 


2

















 


(d)           Section 8.05 of the Securities
Purchase Agreement is hereby deleted and replaced in its entirety with the
following:


 


“SECTION 8.05     Senior Leverage Ratio.  [Intentionally Omitted].”


 


SECTION 1.02. 
Continuing Effect of the Securities Purchase Agreement.  This Amendment shall not constitute an
amendment or waiver of any other provision of the Securities Purchase Agreement
not expressly referred to herein.  Except
as expressly amended hereby, the provisions of the Securities Purchase Agreement
shall remain in full force and effect and, furthermore, all references to the “Credit
Agreement” in the Securities Purchase Agreement shall mean the Amended and
Restated Credit Agreement (as the same may be amended, restated, extended,
amended and restated, refinanced, replaced or otherwise modified from time to
time).


 


ARTICLE II.


 


MISCELLANEOUS


 


SECTION 2.01.  Severability.  In the event that any one or more of the
provisions contained in this Amendment or in any other instrument referred to
herein shall, for any reason, be held to be invalid, illegal or unenforceable,
such illegality, invalidity or unenforceability shall not affect any other
provisions of this Amendment.


 


SECTION 2.02.
Counterparts.  This Amendment may
be executed in any number of counterparts, and each such counterpart hereof
shall be deemed to be an original instrument, but all such counterparts
together shall constitute but one agreement.


 


SECTION 2.03.  Governing Law.  This Amendment will be governed by and
construed and interpreted in accordance with the laws of the State of New York.


 


[Remainder
of Page Intentionally Left Blank]


 


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IN WITNESS WHEREOF, each
of the undersigned has executed this Amendment as an agreement as of the date
first above written.


 


 


	
   

  	
  AGA MEDICAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Franck Gougeon

  
	
   

  	
   

  	
  Name: Franck Gougeon

  
	
   

  	
   

  	
  Title: President and
  CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WCAS CAPITAL PARTNERS
  IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WCAS CP IV Associates
  LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ D. Scott Mackesy

  
	
   

  	
   

  	
   Name: D. Scott
  Mackesy

  
	
   

  	
   

  	
   Title: General
  Partner

  



 


[Signature Page to Amendment No. 1 to
Securities Purchase Agreement]