AMENDED AND RESTATED CREDIT AGREEMENT consisting of a Revolving Credit Facility, and Tranche B Term Loan Facility dated as of April 28, 2006, among AGA Medical Corporation, as Borrower AGA Medical Holdings, Inc. The Lenders Party Hereto from Time to...Credit Agreement • July 20th, 2009 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (the “Agreement”), dated as of April 28, 2006, among AGA MEDICAL CORPORATION, a Minnesota corporation, (the “Borrower”) AGA MEDICAL HOLDINGS, INC., a Delaware corporation (“Holdings”), LEHMAN COMMERCIAL PAPER INC., LEHMAN BROTHERS COMMERCIAL BANK, BANK OF AMERICA, N.A., CITICORP USA, INC., WACHOVIA BANK, NATIONAL ASSOCIATION, as lenders, and each of the other lenders party hereto from time to time (individually a “Lender”, and, collectively, the “Lenders”) LEHMAN BROTHERS INC. AND CITIGROUP GLOBAL MARKETS INC, as joint lead arrangers and joint bookrunners (in such capacity, the “Arrangers”), CITIGROUP GLOBAL MARKETS INC, as syndication agent (in such capacity, the “Syndication Agent”) and LEHMAN COMMERCIAL PAPER INC., as administrative agent (in such capacity, the “Administrative Agent”) amends and restates in its entirety the Existing Credit Agreement (as defined below).
SECOND AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENTStockholders Agreement • July 20th, 2009 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Delaware
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.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • July 20th, 2009 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of July 28, 2005 (as amended or otherwise modified, the “Agreement”), is between WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership (“WCAS IX”), the co-investors of WCAS IX listed on the signature pages hereto (collectively with WCAS IX, the “Investors”), Franck L. Gougeon (“Gougeon”), and AGA MEDICAL CORPORATION, a Minnesota corporation (the “Company”).
