First Amendment to Credit Agreement



 Exhibit 10.1 
 FIRST AMENDMENT 
 TO CREDIT AGREEMENT 

This First Amendment to Credit Agreement (this “Amendment”) is entered into as of January 25, 2012, by and among RESMED
INC., a Delaware corporation (“Borrower”), each lender from time to time party to the Credit Agreement (defined below; collectively, “Lenders” and individually, a “Lender”), UNION BANK, N.A., as Administrative Agent (in
such capacity, “Administrative Agent”), Swing Line Lender (in such capacity, “Swing Line Lender”) and L/C Issuer (in such capacity, “L/C Issuer”), and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent
(in such capacity, “Syndication Agent”). 
 RECITALS 

Administrative Agent and Syndication Agent (collectively, “Agent Parties” and individually, an “Agent Party”), Swing
Line Lender, L/C Issuer and the Lenders (collectively, “Lender Parties” and individually, a “Lender Party”), and Borrower are parties to that certain Credit Agreement dated as of February 10, 2011, as amended, restated,
modified or supplemented from time to time (the “Credit Agreement”). The parties desire to amend the Credit Agreement in accordance with the terms of this Amendment. Unless otherwise defined herein, all initially capitalized terms in this
Amendment shall be as defined in the Credit Agreement. 
 NOW, THEREFORE, the parties agree as follows: 

1. Schedule 2.01 of the Credit Agreement is deleted in its entirety and replaced with Schedule 2.01 attached hereto. 

2. No course of dealing on the part of the Agent Parties, the Lender Parties, or their officers, nor any failure or delay in the exercise
of any right under the Loan Documents by any Agent Party or Lender Party, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Any Agent Party’s or
Lender Party’s failure at any time to require strict performance by Borrower of any provision of any Loan Document shall not affect any right of Lender Parties and Agent Parties thereafter to demand strict compliance with and performance of
such provision. 
 3. The Credit Agreement, as amended hereby, shall be and remain in full force and effect in accordance with
its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or
remedy of any Agent Party or Lender Party under the Credit Agreement, as in effect prior to the date hereof. Upon the effectiveness of this Amendment, all references in the Loan Documents to the “Credit Agreement” shall be deemed to refer
to the Credit Agreement, as amended by this Amendment. 
 4. Borrower represents and warrants that the representations and
warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of the date of this Amendment (except such representations and warranties which are by their terms expressly limited to an earlier date, in
which case the same were true and correct in all material respects as of such earlier date), and that, after giving effect to this Amendment, no Event of Default has occurred and is continuing. 

5. As a condition to the effectiveness of this Amendment, Administrative Agent shall have received, in form and substance reasonably
satisfactory to Administrative Agent, the following: 
 (a) this Amendment, duly executed by Borrower; 

(b) an Amended and Restated Promissory Note in favor of each Lender; 

(c) an Affirmation of Unconditional Guaranty, duly executed by each Guarantor; 

(d) an Officer’s Certificate, duly executed by Borrower and each Guarantor;








 (e) payment by Borrower of the fees set forth in that certain $400,000,000 Senior Secured
Revolving Credit Facility Fee Letter by and between Administrative Agent and Borrower dated as of November 3, 2011, which may be debited from any of Borrower’s accounts; 

(f) all reasonable, invoiced costs and expenses of the Administrative Agent incurred through the date of this Amendment, plus such
additional amounts of such costs and expenses as shall constitute its reasonable estimate of such costs and expenses incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final
settling of accounts between Borrower and Administrative Agent), all of which may be debited from any of Borrower’s accounts; and 
 (g) such other documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate. 

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 instrument. 
 [Balance of Page Intentionally Left Blank]








 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the date first above written. 
  

			
	RESMED INC.
		
	By:	 	 /s/ David Pendarvis

	Name:	 	David Pendarvis
	Its:	 	Chief Administrative Officer, Global General Counsel & Secretary
	
	 UNION BANK, N.A., as Administrative

	Agent
		
	By:	 	 /s/ Mark Adelman

	Name:	 	Mark Adelman
	Its:	 	Vice President
	
	 UNION BANK, N.A., as a Lender,

	L/C Issuer and Swing Line Lender
		
	By:	 	 /s/ Mark Adelman

	Name:	 	Mark Adelman
	Its:	 	Vice President
	
	Lending Office:
	530 B St., 4th Floor
	San Diego, CA 92101
	Attn:	 	Mark Adelman
	Fax:	 	(619) 230-3766


 [Signature Page to First Amendment to Credit
Agreement] 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the date first above written. 
  

			
	HSBC BANK USA, National Association, as Syndication Agent
		
	By:	 	 /s/ James Colman

	Name:	 	James Colman
	Its:	 	Vice President
	
	 HSBC BANK USA, National Association, as a Lender

		
	By:	 	 /s/ James Colman

	Name:	 	James Colman
	Its:	 	Vice President
	
	Lending Office:
	One HSBC Center, Floor 26
	Buffalo, NY 14203
	Attn:	 	Mark C Hall
	Fax:	 	(716) 841-4178


 [Signature Page to First Amendment to Credit
Agreement] 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the date first above written. 
  

			
	COMMONWEALTH BANK OF
	AUSTRALIA, as a Lender
		
	By:	 	 /s/ Andrew Ting

	Name:	 	Andrew Ting
	Its:	 	VICE PRESIDENT by POA dated 9, July 2008
	
	Lending Office:
	LVL 22, 201 SUSSEX ST
	SYDNEY NSW AUSTRALIA
	Attn:	 	Andrew Ting
	Fax:	 	+612 9118 4002


 [Signature Page to First Amendment to Credit
Agreement] 
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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed
as of the date first above written. 
  

			
	WELLS FARGO BANK, N.A., as a
	Lender	 	
		
	By:	 	 /s/ Joseph R. Bruckart

	Name:	 	Joseph R. Bruckart
	Its:	 	Vice President
	
	Lending Office:
	401 B Street, Suite 2201
	San Diego, CA 92101
	Attn:	 	Joseph R. Bruckart
	Fax:	 	(619) 699-3020


 [Signature Page to First Amendment to Credit
Agreement] 







 SCHEDULE 2.01  

COMMITMENTS AND 
 APPLICABLE PERCENTAGES 
  

					
	 Lender
	 	 Commitment
	 	 Applicable Percentage

	 UNION BANK, N.A.
	 	$107,000,000	 	  26.750000000%
	 HSBC BANK USA, N.A.
	 	$107,000,000	 	  26.750000000%
	 COMMONWEALTH BANK OF AUSTRALIA
	 	$93,000,000	 	  23.250000000%
	 WELLS FARGO BANK, N.A.
	 	$93,000,000	 	  23.250000000%
	 Total
	 	$400,000,000	 	100.000000000%