Exhibit 4.9


 


FIRST AMENDMENT TO AMENDED AND 

RESTATED REGISTRATION RIGHTS AGREEMENT


 


THIS
FIRST AMENDMENT TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as
of January 5, 2009 (this “Amendment”), is by and between AGA
MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”) and
WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited
partnership (“WCAS”), amending that certain Amended and Restated
Registration Rights Agreement, dated as of April 21, 2008, by and among
the Company, WCAS, the Gougeon Stockholders and the other individuals and
entities party thereto (the “Registration Rights Agreement”).  Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the
Registration Rights Agreement.


 


WHEREAS,
the Company has entered into that certain Securities Purchase Agreement, dated
as of the date hereof, with AGA Medical Corporation and WCAS CP IV, pursuant to
which, among other things, AGA Medical Corporation shall issue and sell a 10%
Senior Subordinated Note in an aggregate principal amount of $15,000,000, and
the Company shall issue and sell 1,879 shares of Series B Preferred Stock
(as hereinafter defined), to WCAS CP IV;


 


WHEREAS,
the Company and WCAS wish to enter into this Amendment to, among other things,
amend certain provisions of the Registration Rights Agreement as set forth
herein; and


 


WHEREAS,
the Registration Rights Agreement may be amended, pursuant to Section 7(e) thereof,
by a written instrument signed by the Company and WCAS;


 


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


 


1.                                    The definition
of “Registrable Stock” in Section 1 of the Registration Rights
Agreement is hereby amended and restated as follows:


 


“ “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, Series B 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.”


 


2.                                    Section 1
of the Registration Rights Agreement is hereby amended to add the following
defined term:


 


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


 


3.                                    The
Registration Rights Agreement, as amended by this Amendment, is hereby in all
respects confirmed.


 


4.                                    This Amendment,
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 Delaware
(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).


 


5.                                    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 and the same instrument.


 


[Signature Page to Follow]


 


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IN
WITNESS WHEREOF, the parties hereto have executed this Amendment as of the day
and year first above written.


 


 


	
   

  	
  AGA MEDICAL HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ John Barr

  
	
   

  	
   

  	
  Name: John Barr

  
	
   

  	
   

  	
  Title: President & CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  WELSH, CARSON, ANDERSON & STOWE IX, L.P.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  WCAS IX Associates LLC,

  
	
   

  	
   

  	
  its general partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Sean M. Traynor

  
	
   

  	
   

  	
  Name: Sean M. Traynor

  
	
   

  	
   

  	
  Title: Managing Member

  



 


[Signature Page to First Amendment to Amended and Restated Registration
Rights Agreement]