Exhibit 4.4


 


SECOND AMENDMENT TO AMENDED AND 

RESTATED STOCKHOLDERS AGREEMENT


 


THIS
SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT, dated as of January 5,
2009 (this “Amendment”), 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”), 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 Stockholders”), amending that certain Amended and Restated
Stockholders Agreement, dated as of April 21, 2008, by and among the
Company, WCAS, the Gougeon Stockholders and the other individuals and entities
party thereto, as first amended as of June 20, 2008 (the “Stockholders
Agreement”).  Capitalized terms used
herein and not otherwise defined shall have the respective meanings set forth
in the Stockholders Agreement.


 


WHEREAS,
the Company has entered into that certain Securities Purchase Agreement, dated
as of the date hereof, with AGA and WCAS CP IV, pursuant to which, among other
things, AGA 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, WCAS and the Gougeon Stockholders wish to enter into this
Amendment to, among other things, amend certain provisions of the Stockholders
Agreement as set forth herein; and


 


WHEREAS,
the Stockholders Agreement may be amended, pursuant to Section 8.05
thereof, by a written instrument signed by the Company, WCAS and the Gougeon
Stockholders;


 


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


 


1.                                    The definition
of “Company Capital Stock” in Section 1.01 of the Stockholders Agreement
is hereby amended and restated as follows:


 


“ “Company Capital Stock” means (i) prior to the
effectiveness of the Company IPO Charter, all Series A Preferred Stock, Series B
Preferred Stock, Class A Common Stock and Common Stock, and (ii) upon
and after the effectiveness of the Company IPO Charter, all Common Stock and
all preferred stock issued by the Company in the future after the effectiveness
of the Company IPO Charter (if any).”


 


2.                                    The definition
of “Conversion Shares” in Section 1.01 of the Stockholders Agreement is
hereby amended and restated as follows:


 


“ “Conversion Shares” means the shares of undesignated Common
Stock issued or issuable upon conversion of the outstanding shares of Class A
Common Stock, Series A Preferred Stock and Series B Preferred Stock
pursuant to the Company Pre-IPO Charter.”


 

















 


3.                                    Section 1.01
of the Stockholders 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,
authorized by the Company Pre-IPO Charter which will be reclassified into
Common Stock upon the effectiveness of the Company IPO Charter.”


 


4.                                    Section 4.05(ix) of
the Stockholders Agreement is hereby amended and restated in its entirety as
follows:


 


“(ix)                          approve any of
the matters set forth in paragraphs A.7(b) or (c) of Article Fourth
of the Company Pre-IPO Charter that would require approval of the holders of Series A
Preferred Stock and/or Series B Preferred Stock (as applicable); and”


 


5.                                    The Company IPO
Bylaws in the form attached as Exhibit A to the Stockholders
Agreement is hereby replaced in its entirety by the form of Company IPO Bylaws
attached as Exhibit A hereto.


 


6.                                    The Company IPO
Charter in the form attached as Exhibit B to the Stockholders
Agreement is hereby replaced in its entirety by the form of Company IPO Charter
attached as Exhibit B hereto.


 


7.                                    The
Stockholders Agreement, as amended by this Amendment, is hereby in all respects
confirmed.


 


8.                                    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).


 


9.                                    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]


 


2

















 


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 and 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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Franck L. Gougeon

  
	
   

  	
  Franck L. Gougeon

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GOUGEON SHARES, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Franck L. Gougeon

  
	
   

  	
   

  	
  Name: Franck L. Gougeon

  
	
   

  	
   

  	
  Title: Director

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  THE
  FRANCK L. GOUGEON REVOCABLE TRUST UNDER AGREEMENT DATED JUNE 28, 2006

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Franck L. Gougeon

  
	
   

  	
   

  	
  Name: Franck L. Gougeon

  
	
   

  	
   

  	
  Title: Director

  



 


[Signature Page to Second Amendment to Amended and Restated
Stockholders Agreement of AGA Medical Holdings, Inc.]