GUARANTEE BY KONINKLIJKE PHILIPS ELECTRONICS N.V.Respironics Inc • December 27th, 2007 • Orthopedic, prosthetic & surgical appliances & supplies
Koninklijke Philips Electronics N.V., a corporation organized under the laws of the Netherlands (the “Guarantor”), hereby irrevocably and unconditionally guarantees to Respironics, Inc., a Delaware corporation, the full and timely performance by Philips Holding USA Inc., a Delaware corporation, and Moonlight Merger Sub, Inc., a Delaware corporation (collectively, the “Philips Companies”), of their respective obligations under the Agreement and Plan of Merger, by and among the Philips Companies and Respironics, Inc., dated as of the date hereof, as it may be amended, modified, supplemented, or waived (the “Merger Agreement”), and agrees to take all actions which apply to affiliates of the Philips Companies under the Merger Agreement. Without limiting the foregoing, Guarantor shall comply with the provisions of Sections 6.1(c), 6.6 and 6.8 of the Merger Agreement as though it were Parent under the Merger Agreement. Sections 9.3, 9.4, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10 and 9.11 of the Merger A
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • December 27th, 2007 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of December 20, 2007 (the “Agreement”), among Philips Holding USA Inc., a Delaware corporation (“Parent”), Moonlight Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”), and Respironics, Inc., a Delaware corporation (the “Company”).
AMENDMENT NO. 4 TO RIGHTS AGREEMENTRights Agreement • December 27th, 2007 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies
This AMENDMENT NO. 4 TO RIGHTS AGREEMENT, is made as of December 20, 2007 (“Amendment No. 4”) between RESPIRONICS, INC., a Delaware corporation (the “Company”) and MELLON INVESTOR SERVICES LLC (formerly known as CHASEMELLON SHAREHOLDER SERVICES, L.L.C.), a New Jersey limited liability company (the “Rights Agent”). Capitalized terms not defined herein shall have the meanings ascribed to them in the Rights Agreement.
