Guarantee Agreement by Koninklijke Philips Electronics N.V. in Favor of Respironics, Inc. Relating to Merger Obligations
Koninklijke Philips Electronics N.V. guarantees to Respironics, Inc. that Philips Holding USA Inc. and Moonlight Merger Sub, Inc. will fully and promptly meet their obligations under a merger agreement with Respironics. The Guarantor also agrees to fulfill certain obligations as if it were the parent company under the merger agreement. This guarantee ensures that Respironics is protected if the Philips Companies do not perform as required under the merger terms. The agreement is effective as of December 20, 2007.
GUARANTEE BY KONINKLIJKE PHILIPS ELECTRONICS N.V.
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 obligation s 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 Agreement shall apply to this guarantee, mutatis mutandis, as if they had been fully set forth herein.
Dated December 20, 2007
[signature page follows]
| KONINKLIJKE PHILIPS ELECTRONICS N.V. |
| By: /s/ Gerard J. Kleisterlee |
| Name: Gerard J. Kleisterlee |
| Title: Chief Executive Officer |
| By: /s/ Pierre-Jean Sivignon |
| Name: Pierre-Jean Sivignon |
| Title: Executive Vice President and Chief Financial Officer |
[Signature Page of Guarantee]
