AMENDMENT TO RIGHTS AGREEMENT
AMENDMENT, effective as of November 10, 1997,
to the Rights Agreement, dated as of May 22, 1995,
between Healthdyne Technologies, Inc., a Georgia
corporation (the "Company"), and SunTrust Bank, Atlanta,
a Georgia, banking corporation, as Rights Agent (the
"Rights Agent"), as amended (the "Rights Agreement").
WHEREAS, the Company and the Rights Agent
entered into the Rights Agreement specifying the terms of
the Rights (as defined therein); and
WHEREAS, the Company and the Rights Agent
desire to amend the Rights Agreement in accordance with
Section 26 of the Rights Agreement;
NOW THEREFORE, in consideration of the premises
and mutual agreements set forth in the Rights Agreement
and this Amendment, the parties hereby agree as follows:
1. Section 1(a) is amended by adding the following
at the end of said Section:
; provided, however, that neither
Respironics, Inc., a Delaware corporation
("Respironics"), nor RIGA, Inc., a Georgia
corporation and wholly-owned subsidiary of
Respironics ("Sub"), shall be deemed to be an
Acquiring Person by virtue of (x) the execution
of the Agreement and Plan of Reorganization,
dated as of November 10, 1997, and the related
Agreement and Plan of Merger (collectively, the
"Merger Agreement," which term shall include
any amendments thereto) by and among the
Company, Respironics and Sub, or (y) the
consummation of any of the transactions
contemplated thereby.
2. Section 1(n)is amended by adding the following
at the end of said Section:
Notwithstanding anything to the contrary
contained in this Agreement, the transactions
contemplated by the Merger Agreement shall not
constitute a Triggering Event or an event
described in Section 11(a)(ii) or Section
13(a).
3. Section 23 is amended by adding the following at
the end of said Section:
(d) Notwithstanding any other provision of
this Agreement, upon consummation of the merger
of Sub with and into the Company pursuant to,
and in accordance with, the terms of the Merger
Agreement, all Rights shall expire.
4. The term "Agreement" as used in the Rights
Agreement shall be deemed to refer to the Rights
Agreement as amended hereby.
5. The foregoing amendment shall be effective as of
the date first above written, and, except as set forth
herein, the Rights Agreement shall remain in full force
and effect and shall be otherwise unaffected hereby.
6. This Amendment may be executed in two or more
counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be duly executed this 10th day of
November, 1997.
HEALTHDYNE TECHNOLOGIES, INC.
By ____________________________
Name:
Title:
SUNTRUST BANK, ATLANTA
By ____________________________
Name:
Title:
