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 • August 8th, 2008 • 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).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of July 28, 2005, is between AGA MEDICAL CORPORATION, a Minnesota corporation (the “Company”) and WCAS CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (the “Purchaser”). Capitalized terms used and not defined elsewhere in this Agreement are defined in Article 1 hereof.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
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”.
EMPLOYMENT AGREEMENTEmployment Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus
AGREEMENT made an entered into by and between AGA Medical Corporation, a Minnesota corporation (the “Company”), and Ronald Lund of 9002 Riley Lake Rd., Eden Prairie, MN 55347 (the “Executive”), effective as of the 1st day of July, 2008 (the “Effective Date”).
UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MINNESOTADeferred Prosecution Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
THIS INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is entered into by and among AGA Medical Corporation, a Minnesota corporation, with its principal office located at 5050 Nathan Lane North, Plymouth, MN 55442 (the “Company”), and Ronald Lund, residing at 9002 Riley Lake Rd., Eden Prairie, MN 55347, and Ronald E. Lund, LLC, a Minnesota limited liability of which Ronald Lund is the sole owner (individually and collectively, the “Contractor”), effective as of the 1st day of June, 2007 (the “Effective Date”).
AMENDED AND RESTATED STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 8th, 2008 • 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”).
CONSULTING AGREEMENTConsulting Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
THIS CONSULTING AGREEMENT (“Agreement”) is entered into by and between AGA Medical Corporation, a Minnesota corporation, with its principal office located at 5050 Nathan Lane North, Plymouth, MN 55442 (“Company”), and Franck L. Gougeon, residing at 4729 Annaway Drive, Edina, Minnesota 55436 (“Consultant”), effective as of this 20th day of June, 2008 (“Effective Date”).
AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
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).
TRANSITION AGREEMENTTransition Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
THIS TRANSITION AGREEMENT (“Agreement”) is made and entered into by and between AGA Medical Corporation, a Minnesota corporation (“Company”) and Franck L. Gougeon, residing at 4729 Annaway Drive, Edina, Minnesota 55436 (“Executive”), as of this 20th day of June, 2008.
Memorandum of UnderstandingMemorandum of Understanding • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus
Whereas, Secretary Tommy Thompson (“Secretary Thompson”) and AGA Medical Corporation (“AGA”) entered into that certain Term Sheet, dated July 28, 2005, which provides for Secretary Thompson’s service as the Non-Executive Chairman of AGA; and
RESEARCH AGREEMENTResearch Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • Minnesota
THIS INTERIM RESEARCH AGREEMENT (the “Agreement”), made and entered into as of this 23rd day of December, 2005, is by and between AGA MEDICAL CORPORATION, a Minnesota corporation (the “Company”), and DR. KURT AMPLATZ (“Researcher”).
AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AND RELEASEStock Purchase Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
THIS AMENDMENT NO. 2 TO AMENDED AND RESTATED STOCK PURCHASE AGREEMENT AND RELEASE, dated as of June 20, 2008 (this “Amendment and Release”), is by and among AGA MEDICAL CORPORATION, a Minnesota corporation (the “Company”), 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 (together with WCAS IX, the “WCAS Investors”) and FRANCK L. GOUGEON (“Gougeon”), further amending that certain Amended and Restated Stock Purchase Agreement, dated as of July 28, 2005, between WCAS IX, certain co-investors of WCAS IX listed on the signature pages thereto, the Company, and Gougeon (as amended by that certain Omnibus Amendment Agreement, dated as of April 28, 2006, by and among AGA Medical Holdings, Inc., the Company, WCAS IX and Gougeon, the “Purchase Agreement”) and releasing certain claims against Gougeon thereunder. Capitalized terms used herein and not otherwise defined shall have the respective mea
OMNIBUS AMENDMENT AGREEMENTOmnibus Amendment Agreement • August 8th, 2008 • AGA Medical Holdings, Inc. • Electromedical & electrotherapeutic apparatus • New York
This OMNIBUS AMENDMENT AGREEMENT, dated as of April 28, 2006, by and among AGA MEDICAL HOLDINGS, INC., a Delaware corporation (the “Company”), AGA MEDICAL CORPORATION, a Minnesota corporation (“AGA”), WELSH, CARSON, ANDERSON & STOWE IX, L.P., a Delaware limited partnership (“WCAS”), and FRANCK L. GOUGEON (“Gougeon”), constitutes Amendment No. 1 to that certain Amended and Restated Stock Purchase Agreement, dated as of July 28, 2005 (the “Purchase Agreement”), by and among AGA, WCAS, Gougeon and the other parties thereto, and Amendment No. 1 to that certain Stockholders Agreement, dated as of July 28, 2005 (the “Stockholders Agreement”), by and among the Company, WCAS, Gougeon and the other stockholders referred to therein.
