AGREEMENT AND PLAN OF MERGER dated as of November 5, 2018 by and among RESMED OPERATIONS INC., EVOLVED SUB, INC. STOCKHOLDERS’ AGENT MATRIXCARE HOLDINGS INC. and RESMED INC. (SOLELY FOR PURPOSES OF SECTION 11.16)Merger Agreement • November 8th, 2018 • Resmed Inc • Surgical & medical instruments & apparatus • Delaware
This Agreement and Plan of Merger (this “Agreement”), is made as of November 5, 2018, by and among ResMed Operations Inc., a Delaware corporation (“Parent”), Evolved Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), MatrixCare Holdings Inc., a Delaware corporation (the “Company”), for purposes of Section 11.16 only, ResMed Inc., a Delaware corporation, and, solely in its capacity as the agent acting on behalf of the Stockholders and Company Option Holders as contemplated by this Agreement, OPE LGI Holdings Limited, a Canadian private company (“Stockholders’ Agent” and, together with Company, Parent and Merger Sub, the “Parties” and each, a “Party”).
FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • November 8th, 2018 • Resmed Inc • Surgical & medical instruments & apparatus • New York
This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of November 5, 2018, and effective in accordance with Section 5 below, by and among RESMED INC., a Delaware corporation (the “Borrower”), each of the Existing Lenders referred to below, the financial institutions identified on the signature pages hereto as New Lenders (the “New Lenders”), MUFG UNION BANK, N.A. as Administrative Agent (in such capacity, “Administrative Agent” or “Agent”), Joint Lead Arranger, Joint Book Runner, Swing Line Lender and L/C Issuer, and WESTPAC BANKING CORPORATION, as Syndication Agent, Joint Lead Arranger, and Joint Book Runner (in such capacities, “Westpac”).
