0001193125-04-155690 Sample Contracts

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Employment Agreement • September 13th, 2004 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania

THIS AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT (this “Amendment”) is effective as of the 31st day of March, 2004 by and between RESPIRONICS, INC. (the “Company”) and GERALD E. McGINNIS (the “Chairman”).

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AGREEMENT REGARDING CERTAIN MATTERS RELATING TO EMPLOYMENT
Employment Agreement • September 13th, 2004 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania

THIS AGREEMENT REGARDING CERTAIN MATTERS RELATING TO EMPLOYMENT (this “Agreement”) is made and entered into this 20 day of July, 2004 by and between RESPIRONICS, INC., a Delaware corporation (the “Company”), and JAMES W. LIKEN, of Pittsburgh, Pennsylvania (“Executive”).

SECOND AMENDMENT TO CREDIT AGREEMENT
Credit Agreement • September 13th, 2004 • Respironics Inc • Orthopedic, prosthetic & surgical appliances & supplies • Pennsylvania

This Second Amendment to Credit Agreement, dated as of the 23rd day of April, 2004, by and among Respironics, Inc., a Delaware corporation (the “Borrower”), each of the Guarantors (as defined in the Credit Agreement (as hereinafter defined)), the Banks (as defined in the Credit Agreement), PNC Bank, National Association, in its capacity as agent for the Banks (hereinafter referred to in such capacity as the “Agent”), and Citizens Bank of Pennsylvania and Fleet National Bank, in their capacity as documentation agents for the Banks (hereinafter collectively referred to as the “Documentation Agents”) (“Second Amendment”).

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