Exhibit 4.9


 


AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of April 21,
2008 (this “Agreement”), is by and among AGA MEDICAL HOLDINGS, INC., a
Delaware corporation (the “Company”), WELSH, CARSON, ANDERSON &
STOWE IX, L.P., a Delaware limited partnership (“WCAS”), WCAS CAPITAL
PARTNERS IV, L.P., a Delaware limited partnership (“WCAS CP IV”), and
each of the other individuals and entities from time to time named on Schedule
I hereto under the heading “WCAS Investors” (together with WCAS IX and WCAS
CP IV, each a “WCAS Investor” and collectively, the “WCAS Investors”),
FRANCK L. GOUGEON (“Gougeon”), GOUGEON SHARES, LLC, a Minnesota limited
liability company (the “Gougeon LLC”), and THE FRANCK L. GOUGEON
REVOCABLE TRUST UNDER AGREEMENT DATED JUNE 28, 2006 (together with Gougeon and
the Gougeon LLC, the “Gougeon Investors”).  The WCAS Investors and the Gougeon Investors
are referred to herein, each as an “Investor” and collectively, as the “Investors”.


 


RECITALS


 


WHEREAS, the Investors are, as of the date hereof, all the stockholders
of the Company;


 


WHEREAS, certain of the WCAS Investors, Gougeon and the Company are
each party to that certain Registration Rights Agreement, dated as of July 25,
2005 (as amended through the date hereof, the “Prior Agreement”);


 


WHEREAS, the parties hereto wish to enter into this Agreement to amend,
restate and supersede in its entirety, the Prior Agreement, to provide for,
among other things, certain rights of the Investors in respect of their shares
of Registrable Stock (as hereinafter defined), and certain other matters.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and agreements herein contained, the parties hereto hereby agree to
amend and restate the Prior Agreement in its entirety to provide as follows:


 


SECTION 1.  Certain
Definitions.  For purposes of this
Agreement, the following terms have the meanings set forth below:


 


“Class A Common Stock”
means the Class A Common Stock, par value $0.01 per share, of the Company.


 


“Commission” means the
Securities and Exchange Commission, or any other federal agency at the time
administering the Securities Act.


 

















 


“Common Stock” means the
Common Stock, par value $0.01 per share, of the Company.


 


“Exchange Act” means the Securities Exchange Act of 1934, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, as the same may be amended from time to time.


 


“IPO Date” means the date on which Common Stock shall have been
first sold to the public in a Public Offering.


 


“Public Offering” means the sale of shares of Common Stock to
the public pursuant to an effective registration statement (other than a
registration statement on Form S-4 or S-8 or any successor form) filed
under the Securities Act.


 


“Registrable Stock” means, at any time, (x) all shares of
Common Stock now or hereafter held by the Investors, including all shares from
time to time issued or issuable upon the conversion, exercise or exchange of
any securities directly or indirectly convertible into or exercisable or
exchangeable for Common Stock, that are now or hereafter held by the Investors,
including the Series A Preferred Stock and Class A Common Stock (it
being understood that, with respect to any determination hereunder of the
number of shares of Registrable Stock at any time held by one or more
Investors, all such shares of Common Stock that are issuable upon any such
conversion, exercise or exchange shall be deemed to have been issued at the
time of such determination) and (y) any shares of Common Stock issuable
with respect to the foregoing by way of stock dividend or stock split or in
connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise.  As to any particular Registrable Stock, such
shares shall cease to be Registrable Stock (i) when a registration
statement with respect to the sale of such shares shall have been declared
effective under the Securities Act and such shares shall have been disposed of
in accordance with such registration statement, (ii) when such shares
shall have been sold pursuant to Rule 144 (or any successor provision)
under the Securities Act, (iii) when, with respect to the holder thereof,
all such shares held by such holder become eligible for sale under Rule 144
of the Securities Act (or any similar or successor rule), (iv) when such
shares shall have been otherwise transferred and new certificates for such
shares properly not bearing a legend restricting further transfer shall have
been delivered by the Company or (v) when such shares cease to be
outstanding.


 


“Securities Act” means the Securities Act of 1933, or any
successor federal statute, and the rules and regulations of the Commission
thereunder, as the same may be amended from time to time.


 


“Series A Preferred Stock” means the Series A
Convertible Preferred Stock, par value $0.001 per share, of the Company.


 


SECTION 2.  Registration
Rights.


 


(a)           Demand
Registration Rights.  Subject to the
conditions and restrictions set forth in this Section 2, if the Company
shall at any time from and after the IPO Date be requested 


 


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by WCAS or Gougeon (the
Investor that makes such request, being the “Initiating Investor”) in a
writing that states the number of shares of Registrable Stock to be sold and
the intended method of disposition thereof (each such written request, a “Demand
Request”), to effect a registration under the Securities Act of all or any
portion of the Registrable Stock then held by the Investors, the Company shall
promptly notify in writing (each such notice, a “Demand Registration Notice”)
each other Investor who holds Registrable Stock of such proposed registration
and shall use its commercially reasonable efforts to register under the
Securities Act (each such registration, a “Demand Registration”), for
public sale in accordance with the method of disposition specified in such
Demand Request, the number of shares of Registrable Stock specified in such
Demand Request (plus the number of shares of Registrable Stock specified in any
written request for registration of shares of Registrable Stock that is
received from each other Investor receiving the Demand Registration Notice within
20 days after receipt by such other Investor of such Demand Registration
Notice).  In addition, with the written
consent of the Initiating Investor, the Company shall be entitled to include in
any Demand Registration, for sale in accordance with the method of disposition
specified by the Initiating Investor, shares of Common Stock to be sold by the
Company for its own account or for the account of other holders.  In the event that the proposed method of
disposition specified by the Initiating Investor shall be an underwritten
public offering, (i) the managing underwriter shall be selected by the
Initiating Investor, subject to the approval of the Company, not to be
unreasonably withheld, conditioned or delayed, and (ii) the number of
shares of Registrable Stock to be included in such an offering shall be
included in such offering on the same terms and conditions as the shares
otherwise being sold through underwriters under such registration and may be
reduced if and to the extent that, in the good faith opinion of the managing
underwriter of such offering, inclusion of all shares would adversely affect
the marketing (including the offering price) of the Registrable Stock to be
sold, and, in the case of any such reduction, shares shall be included in such
offering to the extent so permissible on the following basis: (A) with
respect to any Demand Registration where WCAS is the Initiating Investor (1) first,
all Registrable Stock proposed to be included by the WCAS Investors shall be
included (subject to pro  rata reduction among the WCAS Investors
seeking to include Registrable Stock in such offering based on the number of
such shares of Registrable Stock held by the WCAS Investors), (2) second,
all Registrable Stock proposed to be included by the Investors other than WCAS
Investors shall be included (subject to pro  rata reduction among
such Investors other than the WCAS Investors seeking to include Registrable
Stock in such offering based on the number of such shares of Registrable Stock
held by such other Investors)  and (3) third,
to the extent provided above, Common Stock proposed to be included by the
Company for the account of the Company or other stockholders of the Company
shall be included; and (B) with respect to any Demand Registration where
Gougeon is the Initiating Investor (1) first, all Registrable Stock
proposed to be included by the Gougeon Investors shall be included (subject to pro
rata reduction among the Gougeon Investors seeking to include
Registrable Stock in such offering based on the number of such shares of
Registrable Stock held by the Gougeon Investors), (2) second, all
Registrable Stock proposed to be included by the Investors other than the
Gougeon Investors shall be included (subject to pro  rata
reduction among such Investors other than the Gougeon Investors seeking to
include Registrable Stock in such offering based on the number of such shares
of Registrable Stock held by such other Investors) and (3) third,
to the extent provided above, Common Stock proposed to be included by the Company
for the account of the Company or other stockholders of the Company shall be
included.  The Company shall abandon any
Demand Registration upon the request of the 


 


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Initiating Investor and
neither the Company nor such Initiating Investor shall have any liability to
any Investor with respect to such abandonment.


 


(b)           Short-Form Registration
Qualification.  From and after the
IPO Date, the Company shall use its commercially reasonable efforts to qualify
under the provisions of the Securities Act, and thereafter, to continue to
qualify at all times, for registration on Form S-3 or any successor
thereto. In the event the Company fails to so qualify, the Company shall be
required to effect Demand Registrations on Form S-1 or any successor
thereto to the same extent as the Company would be required to effect Demand
Registrations on Form S-3 or any successor thereto.


 


(c)           Certain Provisions Relating to
Demand Registrations.  In connection
with a Demand Registration, the Company shall be obligated to effect such
Demand Registration in accordance with the following provisions:


 


(i)            except
for Demand Registrations withdrawn at the request of the Initiating Investor,
the obligations of the Company under Section 2(a) above to effect a
Demand Registration shall be deemed satisfied only when, subject to the cutback
provisions set forth in Section 2(a), a registration statement covering
all of the shares of Registrable Stock specified in the applicable Demand
Request and in each notice delivered by any other Investor requesting
registration of Registrable Stock in response to the Demand Registration Notice
for sale in accordance with the intended method of disposition specified by the
Initiating Investor in the Demand Request shall have become effective and
remained effective through the end of the period of distribution of the
registration contemplated thereby (determined as provided in the last paragraph
of Section 2(e)); and


 


(ii)           Without
the consent of the Initiating Investor, which will not be unreasonably
withheld, conditioned or delayed, the Company will not, and the Investors agree
that, subject to Section 2(a), the Company shall not be required to,
effect or file for any registration of its Common Stock, whether for its own
account or that of other holders, from the date of receipt of a Demand Request
until the completion of the period of distribution (determined as provided in
the last paragraph of Section 2(e)) of the Registrable Stock covered by
the registration statement filed pursuant to such Demand Request.


 


(d)           Piggyback Registration Rights.  If at any time the Company proposes to
register any of its Common Stock or any other equity securities (or other
securities convertible into equity securities) of the Company under the
Securities Act for sale to the public for cash, whether for its own account or
for the account of other security holders or both (other than a Demand
Registration or a registration on Form S-4 or Form S-8 promulgated
under the Securities Act (or any successor forms thereto) or any other form not
available for registering the Registrable Stock for sale to the public), as
soon as practicable prior to the filing of such registration statement with the
Commission, it will give written notice of its intention to effect such
registration (each such notice a “Piggyback Notice”) to (i) if such
proposed registration is being made in connection with the Company’s initial
Public Offering, each of WCAS, the Gougeon Investors and, unless WCAS elects to
waive its rights under this Section 2(d) as provided below with
respect to such registration within ten days of receiving its Piggyback 


 


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Notice, the other
Investors or (ii) if such proposed registration is to occur after the IPO
Date, to each Investor.  Upon the written
request of any Investor, given within 20 days after the giving of the Piggyback
Notice to such Investor entitled to receipt thereof, to register any of its
Registrable Stock (which request shall state the number of shares of
Registrable Stock to be so registered and the intended method of disposition
thereof), the Company will use its commercially reasonable efforts to cause the
Registrable Stock, as to which registration shall have been so requested, to be
included in the securities to be covered by the registration statement proposed
to be filed by the Company, all to the extent required to permit the sale or
other disposition by such Investor of such Registrable Stock so registered; provided,
that nothing herein shall prevent the Company from abandoning or delaying such
registration at any time. 
Notwithstanding anything to the contrary contained herein, in connection
with any registration statement to be filed prior to the IPO Date, if WCAS elects
to waive its rights under this Section 2(d) with respect to such
registration and the related initial Public Offering, such waiver shall be
effective as a waiver of the rights of all Investors other than the Gougeon
Investors under this Section 2(d) with respect to such registration
and offering.  In the event that any
registration referred to in this Section 2(d) shall be, in whole or
in part, an underwritten public offering, such Registrable Stock shall be
included in the underwriting on the same terms and conditions as the shares
otherwise being sold through underwriters under such registration.  The number of shares of Registrable Stock to
be included in such an underwritten offering may be reduced if and to the
extent that, in the good faith opinion of the managing underwriter of such
offering, inclusion of all shares would adversely affect the marketing
(including the offering price) of the shares to be sold, and, in the case of
any such reduction, shares shall be included in such offering to the extent so
permissible on the following basis: (x) in the case of the Company’s
initial Public Offering (1) first, all shares proposed to be
included by the Company for the account of the Company shall be included, (2) second,
all Registrable Stock proposed to be included by the Gougeon Investors shall be
included (subject to pro rata
reduction among the Gougeon Investors seeking to include Registrable Stock in
such offering based on the number of such shares of Registrable Stock held by
the Gougeon Investors) up to an amount of Registrable Stock that can be sold in
such Public Offering for an aggregate $105,000,000, (3) third, all
Registrable Stock proposed to be included by the WCAS Investors shall be
included (subject to pro rata
reduction among the WCAS Investors seeking to include Registrable Stock in such
offering based on the number of such shares of Registrable Stock held by the
WCAS Investors) up to an amount of Registrable Stock that can be sold in such
Public Offering for an aggregate of $105,000,000 (subject to adjustment to give
effect to any shares of Registrable Stock distributed by WCAS and WCAS CP IV to
their respective partners prior to such Public Offering), (4) fourth,
all Registrable Stock proposed to be included by the Investors that have not
been otherwise included shall be included (subject to pro rata
reduction among the Investors seeking to include Registrable Stock in such
offering based on the number of such shares of Registrable Stock held by such
Investors) and (5) finally, Common Stock proposed to be included by
the Company for the account of other stockholders of the Company shall be
included, and (y) in the case of any subsequent Public Offering (1) first,
all shares proposed to be included by the Company for the account of the Company
shall be included, (2) second, all Registrable Stock proposed to be
included by the WCAS Investors shall be included (subject to pro rata reduction among the WCAS Investors seeking to
include Registrable Stock in such offering based on the number of such shares
of Registrable Stock held by the WCAS Investors) up to an amount of Registrable
Stock that can be sold in such Public Offering for an amount equal to the
proceeds received by the Gougeon Investors in the 


 


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Company’s initial Public
Offering less the aggregate amount of proceeds
received by the WCAS Investors in respect of Registrable Stock included in
previous Public Offerings (subject to adjustment to give effect to any shares
Registrable Stock distributed by WCAS and WCAS CP IV to their respective
partners prior to such Public Offering, but after the previous Public
Offering), (3) third, all Registrable Stock proposed to be included
by the Investors that have not been otherwise included shall be included
(subject to pro rata reduction among the Investors
seeking to include Registrable Stock in such offering based on the number of
such shares of Registrable Stock held by such Investors) and (4) finally,
Common Stock proposed to be included by the Company for the account of other
stockholders of the Company shall be included.


 


Each Investor
agrees to keep any information it receives from the Company pursuant to Section 2(a),
including any Demand Registration Notice, and this Section 2(d), including
any Piggyback Notice, confidential until it is publicly disclosed or such
proposed registration is abandoned.  Each
Investor acknowledges that trading on material non-public information is a
violation of the U.S. securities laws, and each Investor agrees not to do so in
respect of its Registrable Stock.


 


(e)           Certain Registration Procedures.  If and whenever the Company is required by
the provisions of this Section 2 to use its commercially reasonable
efforts to effect the registration of Registrable Stock under the Securities
Act, the Company will, as expeditiously as possible:


 


(i)            prepare
(and afford the Investors Counsel (as hereinafter defined) reasonable
opportunity to review and comment thereon) and file with the Commission a
registration statement with respect to such securities and use its commercially
reasonable efforts to cause such registration statement to become and remain
effective through the end of the period of distribution contemplated thereby
(determined as provided in the last paragraph of Section 2(e));


 


(ii)           prepare
(and afford the Investors Counsel reasonable opportunity to review and comment
thereon) and file with the Commission such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective through the end of
period of distribution contemplated thereby (determined as provided in the last
paragraph of Section 2(e)) and comply with the provisions of the
Securities Act with respect to the disposition of all Registrable Stock covered
by such registration statement in accordance with the selling Investors’
intended method of disposition set forth in such registration statement through
the end of such period of distribution;


 


(iii)          furnish
to each selling Investor and to each underwriter such number of copies of the
registration statement and the prospectus included therein (including each
preliminary prospectus) as such persons may reasonably request in order to
facilitate the public sale or other disposition of the Registrable Stock
covered by such registration statement;


 


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(iv)          use
its commercially reasonable efforts to register or qualify the Registrable
Stock covered by such registration statement under the securities or blue sky
laws of such jurisdictions as the selling Investors, the Investors Counsel or,
in the case of an underwritten public offering, the managing underwriter, shall
reasonably request; provided, that the Company will not be required to (x) qualify
generally to do business in any jurisdiction where it would not otherwise be
required to qualify but for this Section 2(e)(iv), (y) subject itself
to taxation in any such jurisdiction in which it would not otherwise be subject
to taxation but for this Section 2(e)(iv) or (z) consent to
general service of process in any jurisdiction in which it would not otherwise
be subject to general service of process but for this Section 2(e)(iv);


 


(v)           immediately
notify each selling Investor under such registration statement and each
underwriter, at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, of the happening of any event as a result
of which the prospectus contained in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary to make the statements
therein, in light of the circumstances then existing, not misleading (and upon
receipt of any such notice, each selling Investor agrees to suspend sales of
Registrable Stock covered by such prospectus until such time as the Company
notifies it that the prospectus (as supplemented or amended) no longer includes
any untrue statement of a material fact or omits to state any material fact
required to be stated therein or necessary to make the statements therein, in
light of the circumstances then existing, not misleading);


 


(vi)          use
its commercially reasonable efforts (if the offering is underwritten) to
furnish, at the request of the selling Investors or the Investors Counsel, on
the date that Registrable Stock is delivered to the underwriters for sale
pursuant to such registration:  (A) an
opinion and/or letter dated such date of counsel representing the Company for
the purposes of such registration, addressed to the underwriters and to each
selling Investor, and reasonably satisfactory to the underwriters covering
substantially the same matters as are customarily covered in opinions and/or
letters of issuer’s counsel delivered to underwriters in underwritten public
offerings of securities, and (B) a letter dated such date from the
independent public accountants retained by the Company, addressed to the
underwriters, stating that they are independent public accountants within the
meaning of the Securities Act and that, in the opinion of such accountants, the
financial statements of the Company included in the registration statement or
the prospectus, or any amendment or supplement thereof, comply as to form in
all material respects with the applicable accounting requirements of the
Securities Act, and such letter shall additionally cover such other financial
matters (including information as to the period ending no more than five business
days prior to the date of such letter) with respect to the registration in
respect of which such letter is being given as such underwriters, the selling
Investors or the Investors Counsel may reasonably request; and


 


(vii)         make
available for inspection by the selling Investors, any underwriter
participating in any distribution pursuant to such registration statement, the
Investors Counsel and any accountant or other agent retained by the selling
Investors or such underwriters, all financial and other records, pertinent
corporate documents and 


 


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properties of the Company, and cause the Company’s
officers, directors and employees to supply all information reasonably
requested by the selling Investors, the Investors Counsel or any of such
underwriters, attorneys, accountants or agents in connection with such
registration statement and permit the selling Investors, the Investors Counsel
and such underwriters, attorneys, accountants or agents to participate in the
preparation of such registration statement; provided, however,
that any information that is designated in writing by the Company, in good
faith, as confidential at the time of delivery of such information, shall be
kept confidential by such Person unless (i) disclosure of such information
is required by court or administrative order, (ii) disclosure of such
information, in the opinion of counsel to such Person, is necessary to avoid or
correct a misstatement or omission of a material fact in a registration
statement, prospectus or any supplement or post-effective amendments thereto or
disclosure is otherwise required by law or (iii) such information becomes
generally available to the public other than as a result of a disclosure or
failure to safeguard such information by such Person.  Without limiting the foregoing, no such
information shall be used by any such Person as the basis for any market
transactions in securities of the Company or its subsidiaries in violation of
applicable law.


 


For purposes of Sections 2(c), 2(e)(i) and 2(e)(ii) above,
the “period of distribution” of Registrable Stock in an underwritten
public offering shall be deemed to extend until each underwriter has completed
the distribution of all securities purchased by it, and the period of
distribution of Registrable Stock in any other registration shall be deemed to
extend until the sale of all Registrable Stock covered thereby; provided,
that (x) in the case of the Company’s initial Public Offering the period
of distribution shall not exceed 180 days after the IPO Date and (y) in
the case of any other Public Offering the period of distribution shall not
exceed 90 days after the shares are first sold to the public in such offering.


 


(f)            Information From Selling
Investors.  In connection with each
registration hereunder, Investors selling Registrable Stock will furnish to the
Company in writing such information with respect to themselves and the proposed
distribution by them as shall be reasonably necessary in order to assure compliance
with federal and applicable state securities laws.


 


(g)           Underwriting Agreement.  In connection with any registration pursuant
to this Section 2 that covers an underwritten public offering, the Company
and the Investors selling Registrable Stock each agree to enter into a written
agreement with the managing underwriters selected in the manner herein provided
in such form and containing such provisions as are customary in the securities
business for such an arrangement between major underwriters, selling stockholders
and a company of the Company’s size and investment stature; provided,
that in the case of any Demand Registration, such agreement shall be reasonably
satisfactory to the Initiating Investor.


 


(h)           Expenses.  The Company will pay all Registration
Expenses (as defined below) incurred in complying with Section 2 of this
Agreement; provided, however, that the Company will not be
required to pay for any Registration Expenses for any Demand Registration if
the registration request is subsequently withdrawn at the request of the
Initiating Investor, in which event the Initiating Investor will bear such
expenses, unless withdrawal is based upon 


 


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material adverse
information concerning the Company of which the Initiating Investor was not
aware at the time of such request.  All
Selling Expenses (as defined below) incurred in connection with any registered
offering of securities that, pursuant to this Section 2, includes
Registrable Stock, shall be borne by the participating sellers in proportion to
the number of shares sold by each, or by such persons, including the Company if
the Company is a seller, as they may agree. 
All expenses incident to performance of or compliance by the Company
with Section 2 hereof, including all Commission, stock exchange, The
NASDAQ Stock Market, Inc. (“Nasdaq”) or the Financial Industry
Regulatory Authority (“FINRA”) registration and filing fees (including
fees and expenses incurred in connection with the listing of the Common Stock
of the Company on any securities exchange or exchanges or Nasdaq), printing,
distribution and related expenses, fees and disbursements of counsel and
independent public accountants for the Company, all reasonable fees and
disbursements of one firm counsel for the Investors selected by the WCAS (or,
in the event of a Demand Registration where Gougeon is the Initiating Investor,
such counsel shall be selected by Gougeon) (the “Investors Counsel”),
all fees and expenses incurred in connection with compliance with state
securities or blue sky laws and the rules of the FINRA or any securities
exchange and fees of transfer agents and registrars, but excluding any Selling
Expenses, are herein called “Registration Expenses”.  All underwriting discounts and selling
commissions and transfer taxes applicable to the sale of Registrable Stock are
herein called “Selling Expenses”.


 


(i)            Additional
Limitations on the Company’s Registration Obligations.  The Company shall be entitled to defer any
registration requested hereunder or to suspend the rights of selling Investors
to make sales pursuant to a registration statement otherwise required to be
kept effective hereunder if the Company determines in good faith that there
exists a material proposed transaction (including any proposed acquisition or
disposition) or material corporate development that would be required to be
disclosed in such registration statement and the disclosure of which would
either have a material adverse effect on such material proposed transaction or
material corporate development or the Company; provided, that (i) such
delay or suspension shall not continue beyond 90 days after the Company effects
such delay or suspension and (ii) the Company’s right to delay or suspend
any such registration shall not be exercised more than one time in any 12-month
period.  In the case of notice suspending
an effective Registration Statement, each Investor will immediately discontinue
any sales of Registrable Shares pursuant to such Registration Statement until
such Investor has received copies of a supplemented or amended prospectus or
until such Investor is advised in writing by the Company that the then-current
prospectus may be used and has received copies of any additional or
supplemental filings that are incorporated or deemed incorporated by reference
in such prospectus.  Without limiting the
foregoing, the Company shall not be required to effect any Demand Registration (A) during
the period starting with the date 30 days prior to the Company’s good faith
estimate of the date of filing of, and ending on the last day of the “period of
distribution” (as defined in Section 2(e)) of, a Company initiated
registration, and (B) if the Company has previously effected two (2) Demand
Registrations requested by such Initiating Investor; provided that any
effected Demand Registration in which the Initiating Investor is unable to
include at least 75% of the number of shares of Registrable Stock requested in
the related Demand Request shall not count toward the number of previously
effected Demand Registrations under this clause (B).


 


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SECTION 3. 
Indemnification Rights and Obligations In Respect of Registered
Offerings of Registrable Stock.


 


(a)           Company
Indemnification of Selling Investors. 
In the event of a registration of any of the Registrable Stock under the
Securities Act pursuant to Section 2 of this Agreement, the Company will
indemnify and hold harmless each seller of Registrable Stock thereunder and
each other person, if any, who controls such seller within the meaning of the
Securities Act and each underwriter and each person who controls any
underwriter within the meaning of the Securities Act, against any losses,
claims, damages or liabilities, joint or several, (or actions in respect
thereof) to which such seller, underwriter or controlling person may become
subject under the Securities Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon any untrue statement or alleged untrue statement of any material fact
contained in any registration statement under which such Registrable Stock was
registered under the Securities Act, any preliminary prospectus or final
prospectus contained therein, or any amendment or supplement thereof, or arise
out of or are based upon the omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein (and in the case of any preliminary or final prospectus, in light of
the circumstances under which they were made) not misleading, and will
reimburse each such seller, each such underwriter and each such controlling
person for any legal or other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, damage, liability or
action; provided, that the Company will not be liable in any such case
if and to the extent that any such loss, claim, damage, liability or action
arises out of or is based upon an untrue statement or alleged untrue statement
or omission or alleged omission so made in conformity with information
furnished by such seller, such underwriter or such controlling person in
writing specifically for use in such registration statement or prospectus; provided,
further, that the indemnity agreement contained in this Section 3(a) shall
not apply to amounts paid in settlement of any such loss, claim, damage,
liability, or action if such settlement is effected without the consent of the
Company (which consent shall not be unreasonably withheld).


 


(b)           Selling Investor Indemnification
of the Company and the Other Selling Stockholders.  In the event of a registration of any of the
Registrable Stock under the Securities Act pursuant to Section 2 of this
Agreement, each seller of such Registrable Stock thereunder, severally and not
jointly, will indemnify and hold harmless the Company and each person, if any,
who controls the Company within the meaning of the Securities Act, each officer
of the Company who signs the registration statement, each director of the
Company, each underwriter and each person who controls any underwriter within
the meaning of the Securities Act, and each other seller of Registrable Stock
and each person who controls any such other seller of Registrable Stock,
against all losses, claims, damages or liabilities, joint or several, (or
actions in respect thereof) to which the Company or such officer or director or
underwriter or other seller or controlling person may become subject under the
Securities Act or otherwise, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon any
untrue statement or alleged untrue statement of any material fact contained in
the registration statement under which such Registrable Stock was registered
under the Securities Act, any preliminary prospectus or final prospectus
contained therein, or any amendment or supplement thereof, or arise out of or
are based upon the omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein
(and in the 


 


10

















 


case of any preliminary
or final prospectus, in light of the circumstances under which they were made)
not misleading, and will reimburse the Company and each such officer, director,
underwriter, other seller of Registrable Stock and controlling person for any
legal or other expenses reasonably incurred by them in connection with investigating
or defending any such loss, claim, damage, liability or action; provided,
that such seller will be liable hereunder in any such case if and only to the
extent that any such loss, claim, damage, liability or action arises out of or
is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in reliance upon and in conformity with information
pertaining to such seller, as such, furnished in writing to the Company by such
seller specifically for use in such registration statement or prospectus; provided,
further, that the liability of each seller hereunder shall be limited to
the proceeds (net of underwriting discounts and commissions) received by such
seller from the sale of Registrable Stock covered by such registration
statement; provided, further, that the indemnity agreement
contained in this Section 3(b) shall not apply to amounts paid in
settlement of any such loss, claim, damage, liability, or action if such
settlement is effected without the consent of such seller of Registrable Stock
(which consent shall not be unreasonably withheld).


 


(c)           Indemnification Procedures.  Promptly after receipt by an indemnified
party hereunder of notice of the commencement of any action, such indemnified
party shall, if a claim in respect thereof is to be made against the
indemnifying party hereunder, notify the indemnifying party in writing thereof,
but the omission so to promptly notify the indemnifying party shall not relieve
it from any liability which it may have to any indemnified party other than
under this Section 3.  In case any
such action shall be brought against any indemnified party and it shall
promptly notify the indemnifying party of the commencement thereof, the
indemnifying party shall be entitled to participate in and, to the extent it
shall wish, to assume and undertake the defense thereof with counsel reasonably
satisfactory to such indemnified party, and, after notice from the indemnifying
party to such indemnified party of its election so to assume and undertake the
defense thereof, the indemnifying party shall not be liable to such indemnified
party under this Section 3 for any legal expenses subsequently incurred by
such indemnified party in connection with the defense thereof other than
reasonable costs of investigation and of liaison with counsel so selected; provided,
that if the defendants in any such action include both the indemnified party
and the indemnifying party and, based on the opinion of counsel, the
indemnified party shall have reasonably concluded that there may be reasonable
defenses available to it which are different from or additional to those
available to the indemnifying party, or if, based on the opinion of counsel,
the interests of the indemnified party reasonably may be deemed to conflict
with the interests of the indemnifying party, the indemnified party shall have
the right to select a separate counsel and to assume such legal defenses and
otherwise to participate in the defense of such action, with the reasonable
expenses and fees of such separate counsel and other expenses related to such
participation to be reimbursed by the indemnifying party as incurred.  Notwithstanding the foregoing, any
indemnified party shall have the right to retain its own counsel in any such
action, but the fees and disbursements of such counsel shall be at the expense
of such indemnified party; provided that such fees and expenses shall be at the
expense of the indemnifying party if (i) the indemnifying party shall have
failed to retain counsel for the indemnified person as aforesaid or (ii) the
indemnifying party and such indemnified party shall have mutually agreed to the
retention of such counsel and the payment thereof by the indemnifying
party.  It is understood that the
indemnifying party shall not, in connection with any action or related actions
in the same jurisdiction, be liable for the fees and disbursements of 


 


11

















 


more than one separate
firm qualified in such jurisdiction to act as counsel for all indemnified
parties.  No indemnifying party, in the
defense of any such claim or litigation, shall, except with the consent of such
indemnified party, which consent shall not be unreasonably withheld, consent to
entry of any judgment or enter into any settlement of any pending or threatened
action in respect of which any indemnified party is or could have been a party
and indemnity was sought hereunder by such indemnified party unless such
judgment or settlement includes as an unconditional term thereof the giving by
the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.  The indemnification of underwriters provided
for in this Section 3 shall be on such other terms and conditions as are at
the time customary and reasonably required by such underwriters as provided in Section 2(g).


 


(d)           Contribution.  If the indemnification provided for in
Sections 3(a) and 3(b) above is unavailable or insufficient to hold
harmless an indemnified party under such Sections in respect of any losses,
claims, damages or liabilities or actions in respect thereof referred to
therein, then each indemnifying party shall in lieu of indemnifying such
indemnified party contribute to the amount paid or payable by such indemnified
party as a result of such losses, claims, damages, liabilities or actions in
such proportion as appropriate to reflect the relative fault of the Company, on
the one hand, and the underwriters or the sellers of such Registrable Stock, on
the other, in connection with the statements or omissions which resulted in
such losses, claims, damages, liabilities or actions as well as any other
relevant equitable considerations, including the failure to give any notice
under Section 3(c) above.  The
relative fault shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact relates to
information supplied by the Company, on the one hand, or the underwriters or
the sellers of such Registrable Stock, on the other, and to the parties’
relative intent, knowledge, access to information and opportunity to correct or
prevent such statement or omission.  The
Company and each of the Investors agrees that it would not be just and
equitable if contributions pursuant to this Section were determined by pro
rata allocation (even if all of the sellers of such Registrable Stock were
treated as one entity for such purpose) or by any other method of allocation
which did not take account of the equitable considerations referred to above in
this Section.  The amount paid or payable
by an indemnified party as a result of the losses, claims, damages, liabilities
or action in respect thereof, referred to above in this Section, shall be
deemed to include any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action
or claim.  Notwithstanding the provisions
of this Section, the sellers of such Registrable Stock shall not be required to
contribute any amount in excess of the amount, if any, by which the total price
at which the Registrable Stock sold by each of them was offered to the public
exceeds the amount of any damages which they are otherwise required to pay by
reason of such untrue or alleged untrue statement or omission.  No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the
Securities Act), shall be entitled to contribution from any person who is not
guilty of such fraudulent misrepresentation.


 


SECTION 4.  Rule 144.  The Company agrees with the Investors that,
from and after the IPO Date, it shall file any and all reports required to be
filed by it under the Securities Act and the Exchange Act and the rules and
regulations adopted by the Commission thereunder, or, if the Company is not
thereafter required to file any such reports, it shall, upon the written
request of any Investor, make publicly available such information as is
necessary to permit sales pursuant to Rule 144 under the Securities
Act.  Upon the written request of any
Investor, the 


 


12

















 


Company shall promptly
furnish to such Investor a written statement by the Company as to its
compliance with the reporting requirements set forth in this Section 4.


 


SECTION 5.  Duration of
Agreement.  All provisions of this
Agreement shall survive so long as any Investor owns any Registrable Stock and
shall terminate with respect to any Investor at such time as it no longer owns
any Registrable Stock.  The Company may
make a written request of any Investor, at any time or from time to time, that
such Investor confirm whether such Investor holds any Registrable Stock.


 


SECTION 6.  Market
Stand-off.  Each Investor hereby
agrees that it will not, without the prior written consent of the managing
underwriter, during the period commencing on the date of the final prospectus
relating to a Public Offering and ending on the date specified by the Company
and the managing underwriters (not to exceed 180 days) (i) lend, offer, sell,
contract to sell, sell any option or contract to purchase, or otherwise
transfer or dispose of, directly or indirectly, and shares of Common Stock or
any securities convertible into or exercisable into or exchangeable for Common
Stock, or (ii) enter into any swap or other arrangement that transfers to
another, in whole or in part, any of the economic consequences of ownership of
the Common Stock, regardless of whether the foregoing transactions are to be
settled by delivery of Common Stock, securities, cash, or otherwise.  The underwriters in connection with such
Public Offering are intended third-party beneficiaries of this Section 6
and shall have the right, power and authority to enforce the provisions hereof
as though they were a party hereto.  The
Company may impose stop-transfer restrictions with respect to the Registrable
Stock of each Investor or its permitted assigns until the end of such period.


 


SECTION 7. 
Miscellaneous.


 


(a)           Additional
Registration Rights.  Without the
consent of WCAS, the Company shall not grant any registration rights to any
other person that are inconsistent or conflict with the registration rights
granted hereunder.


 


(b)           Headings.  Headings of sections of this Agreement are
inserted for convenience of reference only and shall not affect the
interpretation hereof.


 


(c)           Severability.  Each provision of this Agreement shall be
treated as a separate and independent clause, and the unenforceability of any
one clause shall in no way impair the enforceability of any of the other
clauses contained herein.  If one or more
of the provisions contained in this Agreement shall for any reason be held to
be unenforceable, such provision or provisions shall be construed by the
appropriate judicial body by limiting or reducing it or them, so as to be
enforceable to the maximum extent compatible with applicable law, and no other
provision hereof shall be affected by such holding, limitation or reduction.


 


(d)           Benefits of Agreement.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and their respective successors and
permitted assigns and nothing in this Agreement (except as specified in Section 6),
expressed or implied, is intended to confer on any person other than the
parties hereto, their respective successors and permitted assigns, any rights,
remedies, obligations or liabilities under or by reason of this Agreement.  The rights and obligations of the parties
hereto shall not be assigned without the consent of WCAS, 


 


13

















 


in the case of any
assignment by the Company, or the Company, in the case of any assignment by any
Investor, and any attempted assignment in violation of this Section 7(d) shall
be null and void; provided, that any Investor’s rights hereunder are
assignable to a transferee in connection with any transfer of Registrable Stock
(including by means of transferring securities that are directly or indirectly
convertible into or exercisable or exchangeable for Registrable Stock) so long
as (i) such transferee expressly agrees to become bound hereby as an “Investor”
hereunder pursuant to a written instrument in form and substance reasonably
satisfactory to the Company, (ii) notice of such transfer is given to the
Company and WCAS, and (iii) the Company consents in writing, which consent
shall not be unreasonably withheld, conditioned or delayed; provided, further,
that the Company’s consent shall not be required pursuant to clause (iii) if
such transferee is (A) in the case of any Investor that is an individual,
the Investor’s family member or a trust for the benefit of the Investor, or (B) in
the case of any other Investor, a subsidiary, parent, partner, limited partner,
retired partner, affiliate or stockholder of the Investor (including in the
case of an Investor that is a private equity fund, any side fund, successor
fund or predecessor fund of such Investor).


 


(e)           Entire Agreement;
Modification.  This Agreement
constitutes the entire agreement among the parties with respect to the subject
matter hereof and supercedes all prior agreements and understandings, oral and
written, between the parties hereto with respect to the subject matter
hereof.  This Agreement may not be
modified or amended except by a writing signed by the Company and WCAS; provided,
that no provision of this Agreement may be modified or amended in a manner
materially adverse to an Investor, other than WCAS (in its capacity as an
Investor hereunder), if such modification or amendment affects such Investor
disproportionately relative to the other Investors, except with the written
consent of such Investor; provided, further, that,
notwithstanding the foregoing, upon the written agreement of only the Company
and WCAS, additional Investors may be added to this Agreement.  Except as otherwise provided herein, any
waiver of any provision of this Agreement must be in a writing signed by the
party against whom enforcement of such waiver is sought.


 


(f)            Notices.  All notices, requests, instructions and other
documents that are required to be or may be given or delivered pursuant to the
terms of this Agreement shall be in writing and shall be sufficient in all
respects if delivered by hand or national overnight courier service,
transmitted by facsimile (subject to electronic confirmation of such facsimile
transmission) or mailed by registered or certified mail, postage prepaid, as
follows:


 


If to the
Company, to it at:


 


AGA Medical
Holdings, Inc.


5050 Nathan
Lane North


Plymouth, MN
55442


Facsimile
number: (763) 513-9226


Attention:
Chief Executive Officer


General
Counsel


 


with a copy to:


 


 


14














 


Welsh, Carson, Anderson &
Stowe

320 Park Avenue, Suite 2500

New York, NY 10022

Facsimile:  (212) 893-9559

Attention:  Sean M. Traynor


 


and


 


Franck L. Gougeon

4729 Annaway Drive

Edina, MN 55436

Facsimile (763) 521-7143


 


If to any Investor, to it at
the address set forth on Schedule I hereto, with an additional copy to:


 


Ropes & Gray LLP

1211 Avenue of the Americas

New York, New York 10036

Facsimile:  (646) 728-1513

Attention:  Othon A. Prounis, Esq.


 


and


 


Simpson Thacher &
Bartlett LLP

425 Lexington Avenue

New York, NY 10017

Facsimile:  (212) 455-2502

Attention:  Kenneth B. Wallach, Esq.


 


and


 


Moss & Barnett, a
Professional Association

90 South Seventh Street, Suite 4800

Minneapolis, Minnesota 55402

Facsimile: (612) 877-5999

Attention:  Richard J. Kelber, Esq./Arthur
W. Dickinson, Esq.


 


or such other address or addresses as any party hereto shall have
designated by notice in writing to the other parties hereto.  Such notices, requests, instructions and
other documents shall be deemed given or delivered (i) five business days
following sending by registered or certified mail, postage prepaid, (ii) one
business day following sending by national overnight courier service, (iii) the
day of sending, if sent by facsimile prior to 5:00 p.m. (New York City
time) on any business day or the next succeeding business day if sent by
facsimile after 5:00 p.m. (New York City time) on any business day or on
any day other than a business day or (iv) when delivered, if delivered by
hand.


 


15

















 


(g)           Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.  Any or all such counterparts may be executed by
facsimile.


 


(h)           Changes in Registrable Stock.  If, and as often as, there are any changes in
the Registrable Stock by way of stock split, stock dividend, combination or
reclassification, or through merger, consolidation, reorganization or
recapitalization, or by any other means, appropriate adjustment shall be made
in the provisions hereof as may be required so that the rights and privileges
granted hereby shall continue with respect to the Registrable Stock as so
changed and the Company shall make appropriate provision in connection with any
merger, consolidation, reorganization or recapitalization that any successor to
the Company (or resulting parent thereof) shall agree, as a condition to the
consummation of any such transaction, to expressly assume the Company’s
obligations hereunder.


 


(i)            Governing Law.  This Agreement, the rights of the parties and
all actions, claims or suits arising in whole or in part under or in connection
herewith, will be governed by and construed in accordance with the domestic
substantive laws of the State of New York (regardless of the laws that might
otherwise govern under applicable principles or rules of conflicts of law
to the extent such principles or rules are not mandatorily applicable by
statute and would require the application of the laws of another jurisdiction).


 


(j)            Jurisdiction; Venue; Service of
Process.


 


(i)            Jurisdiction.  Each party to this Agreement, by its
execution hereof, (a) hereby irrevocably submits to the exclusive
jurisdiction of the state courts of the State of New York or the United States
District Court located in New York County in the State of New York for the
purpose of any action, claims or suit between the parties arising in whole or
in part under or in connection with this Agreement, (b) hereby waives to
the extent not prohibited by applicable law, and agrees not to assert, by way
of motion, as a defense or otherwise, in any such action, claim or suit, any
claim that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution,
that any such action, claim or suit brought in one of the above-named courts
should be dismissed on grounds of forum non conveniens,
should be transferred or removed to any court other than one of the above-named
courts, or should be stayed by reason of the pendency of some other proceeding
in any other court other than one of the above-named courts, or that this
Agreement or the subject matter hereof may not be enforced in or by such court and
(c) hereby agrees not to commence any such action, claim or suit other
than before one of the above-named courts. 
Notwithstanding the previous sentence a party may commence any action,
claim or suit in a court other than the above-named courts solely for the
purpose of enforcing an order or judgment issued by one of the above-named
courts.


 


(ii)           Venue.  Each party agrees that for any action, claim
or suit between the parties arising in whole or in part under or in connection
with this Agreement, such party bring actions, claims and suits only in courts
located in New York County in the State of New York.  Each party further waives any claim and will
not assert that venue should properly lie in any other location within the
selected jurisdiction.


 


16

















 


(iii)          Service
of Process.  Each party hereby (a) consents
to service of process in any action, claim or suit between the parties arising
in whole or in part under or in connection with this Agreement in any manner
permitted by New York law, (b) agrees that service of process made in
accordance with clause (a) or made by registered or certified mail, return
receipt requested, at its address specified pursuant to Section 7(f), will
constitute good and valid service of process in any such action, claim or suit
and (c) waives and agrees not to assert (by way of motion, as a defense,
or otherwise) in any such action, claim or suit any claim that service of
process made in accordance with clause (a) or (b) does not constitute
good and valid service of process.


 


(k)           Specific
Performance.  Each of the parties
acknowledges and agrees that the other parties would be damaged irreparably in
the event any of the provisions of this Agreement are not performed in
accordance with their specific terms or otherwise are breached or
violated.  Accordingly, each of the
parties agrees that, without posting bond or other undertaking, the other
parties will be entitled to an injunction or injunctions to prevent breaches or
violations of the provisions of this Agreement and to enforce specifically this
Agreement and the terms and provisions hereof in any action, claim or suit
instituted in any court of the United States or any state thereof having
jurisdiction over the parties and the matter in addition to any other remedy to
which it may be entitled, at law or in equity. 
Each party further agrees that, in the event of any action for specific
performance in respect of such breach or violation, it will not assert that the
defense that a remedy at law would be adequate.


 


(l)            Waiver of Jury
Trial.  TO THE EXTENT NOT PROHIBITED
BY APPLICABLE LAW THAT CANNOT BE WAIVED, THE PARTIES HEREBY WAIVE, AND COVENANT
THAT THEY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING IN WHOLE OR IN PART UNDER OR
IN CONNECTION WITH THIS AGREEMENT, WHETHER NOW EXISTING OR HEREAFTER ARISING,
AND WHETHER SOUNDING IN CONTRACT, TORT OR OTHERWISE.  THE PARTIES AGREE THAT ANY OF THEM MAY FILE
A COPY OF THIS PARAGRAPH WITH ANY COURT AS WRITTEN EVIDENCE OF THE KNOWING,
VOLUNTARY AND BARGAINED-FOR AGREEMENT AMONG THE PARTIES IRREVOCABLY TO WAIVE
ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING WHATSOEVER BETWEEN THEM RELATING
TO THIS AGREEMENT WILL INSTEAD BE TRIED IN A COURT OF COMPETENT JURISDICTION BY
A JUDGE SITTING WITHOUT A JURY.


 


(m)          Interpretation.  As used herein, the words “hereof”, “herein”,
“herewith” and words of similar import shall, unless otherwise stated, be
construed to refer to this Agreement as a whole and not to any particular
provision of this Agreement, and the word “Section” refers to a Section of
this Agreement unless otherwise specified. 
Whenever the words “include”, “includes” or “including” are used in this
Agreement they shall be deemed to be followed by the words “without limitation”.  The definitions contained in this Agreement
are applicable to the singular as well as the plural forms of such terms and to
the masculine as well as to the feminine and neuter genders of such terms.


 


[Signature Page to
Follow]


 


17

















 


IN WITNESS WHEREOF, the parties hereto have caused this Amended and
Restated Registration Rights Agreement to be duly executed as of the day and
year first above written.


 


	
   

  	
   

  	
   

  
	
   

  	
  AGA MEDICAL
  HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Brigid
  A. Makes

  
	
   

  	
   

  	
  Name: Brigid
  A. Makes

  
	
   

  	
   

  	
  Title:
  Senior Vice President and Chief 

  Financial Officer

  
				



 


[Signature Page to Amended and Restated Registration Rights Agreement
of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  WELSH, CARSON, ANDERSON & STOWE 

  IX, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WCAS IX
  Associates LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  Rather

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Managing Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WCAS
  MANAGEMENT CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  Rather

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title: Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WCAS CAPITAL
  PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  WCAS CP IV
  Associates LLC,

  
	
   

  	
   

  	
  its general
  partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  Rather

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:
  Managing Member

  



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  Patrick J. Welsh

  
	
   

  	
  Russell L. Carson

  
	
   

  	
  Bruce K. Anderson

  
	
   

  	
  Thomas E. McInerney

  
	
   

  	
  Robert A. Minicucci

  
	
   

  	
  Jonathan M. Rather IRA Charles Schwab & Co., Inc.
  Custodian

  
	
   

  	
  Sanjay Swani

  
	
   

  	
  D. Scott Mackesy

  
	
   

  	
  John D. Clark

  
	
   

  	
  James R. Matthews

  
	
   

  	
  John Almedia, Jr.

  
	
   

  	
  Sean M. Traynor

  
	
   

  	
  Michael E. Donovan

  
	
   

  	
  Eric J. Lee

  
	
   

  	
  Brian T. Regan

  
	
   

  	
  Lucas Garman

  
	
   

  	
  David Mintz

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  Rather

  
	
   

  	
   

  	
  Jonathan M.
  Rather

  
	
   

  	
   

  	
  Individually
  and as Attorney-In-Fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WCAS PROFIT
  SHARING PLAN

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan
  Rather

  
	
   

  	
   

  	
  Jonathan M.
  Rather

  
	
   

  	
   

  	
  Authorized
  Person

  



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  /s/ Paul Queally

  
	
   

  	
  Paul B. Queally

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  P. BRIAN QUEALLY JR. EDUCATIONAL

   TRUST U/ADTD 6/11/98

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Queally

  
	
   

  	
   

  	
  Paul B.
  Queally

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ERIN F. QUEALLY EDUCATIONAL TRUST 

  U/ADTD 6/11/98

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Queally

  
	
   

  	
   

  	
  Paul B.
  Queally

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SEAN P. QUEALLY EDUCATIONAL TRUST 

  U/ADTD 6/11/98

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Paul
  Queally

  
	
   

  	
   

  	
  Paul B.
  Queally

  
	
   

  	
   

  	
  Trustee

  
	
   

  	
   

  	
   

  



[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  /s/ Anthony de Nicola

  
	
   

  	
  Anthony J. de Nicola

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DE NICOLA HOLDINGS LP

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Anthony
  de Nicola

  
	
   

  	
   

  	
  Anthony J.
  de Nicola

  
	
   

  	
   

  	
  General
  Partner

  



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  THE BRUCE K. ANDERSON 2004 

  IRREVOCABLE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Mary R.
  Anderson

  
	
   

  	
   

  	
  Name: Mary
  R. Anderson

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  BRUCE K. ANDERSON TTEE U/A DTD 

  11/9/04 BRUCE K. ANDERSON LIVING 

  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Bruce K.
  Anderson

  
	
   

  	
   

  	
  Name: Bruce
  K. Anderson

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE PATRICK WELSH 2004 IRREVOCABLE 

  TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Carol A.
  Welsh

  
	
   

  	
   

  	
  Name: Carol
  A. Welsh

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  PATRICK WELSH TTEE U/A DTD 5/9/05

  PATRICK WELSH REVOCABLE TRUST

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Patrick J.
  Welsh

  
	
   

  	
   

  	
  Name:
  Patrick J. Welsh

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  /s/ Thomas
  Scully

  
	
   

  	
  Thomas
  Scully

  



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  /s/ Stacey
  Bellet

  
	
   

  	
  Stacey Bellet

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Suzanne
  Bellet Price

  
	
   

  	
  Suzanne
  Bellet Price

  



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
   

  	
   

  
	
   

  	
  SELECT
  GLOBAL INVESTORS, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Rocco A.
  Ortenzio

  
	
   

  	
   

  	
  Name: Rocco
  A. Ortenzio

  
	
   

  	
   

  	
  Title:
  General Partner

  
				



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  /s/ Lauren
  Melkus

  
	
   

  	
  Lauren
  Melkus

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey
  Jay

  
	
   

  	
  Jeffery Jay

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Joelle
  Kayden

  
	
   

  	
  Joelle
  Kayden

  



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]


 

















 


	
   

  	
  /s/ Franck
  L. Gougeon

  
	
   

  	
  Franck L.
  Gougeon

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GOUGEON
  SHARES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Franck
  L. Gougeon

  
	
   

  	
   

  	
  Franck L.
  Gougeon

  
	
   

  	
   

  	
  Managing
  Member

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE FRANCK L. GOUGEON REVOCABLE

  TRUST UNDER AGREEMENT DATED

  JUNE 28, 2006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Franck
  L. Gougeon

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  



 


[Signature Page to Amended and Restated
Registration Rights Agreement of AGA Medical Holdings, Inc.]