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EXHIBIT 99.1
[RESPIRONICS LETTERHEAD]
January 29, 1998
Healthdyne Technologies, Inc.
0000 Xxxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxxx 00000
Ladies and Gentlemen:
In order to clarify the Agreement and Plan of Reorganization dated as
of November 10, 1997, as amended (the "Reorganization Agreement") and the
Agreement and Plan of Merger dated as of November 10, 1997, attached as Appendix
A to the Reorganization Agreement, as amended (the "Merger Agreement"), please
confirm the following by signing and returning this letter:
1. It is understood and agreed that Xxxx Xxxxxxxxx, who was listed on
Appendix E to the Reorganization Agreement, will not enter into a Consulting
Agreement at the closing;
2. Schedule I attached to this letter is the list of officers of the
Surviving Corporation referred to in Section 3 of the Merger Agreement and was
inadvertently omitted from the Merger Agreement.
Very truly yours,
RESPIRONICS, INC.
By: /s/ Xxxxxx X. Xxxxxx
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Accepted and agreed to:
HEALTHDYNE TECHNOLOGIES, INC.
By: /s/ Xxxxx X. Xxxxxxxx
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SCHEDULE I TO MERGER AGREEMENT
Xxxxxx X. Xxxxxx President and Chief Executive Officer
Xxxxx X. Xxxxxxxx Vice President
Xxxxxx X. Xxxxxxxx Vice President and Treasurer
Xxxxxx X. Xxxxxx Vice President and General Counsel
Xxxxxx X. Xxxxxx Secretary
