US Guarantee Consent Deed, dated as of September 17, 2008



 Exhibit 10.3 
 

 
 US Guarantee Consent Deed 
 Each person listed in Schedule 1 
 Guarantors 
 ResMed
Limited 
 Borrower 
 HSBC Bank Australia Limited 
 Security Trustee 
 Execution copy 
 Clayton Utz 
 Lawyers 
 Levels 19-35 No. 1 O’Connell Street Sydney NSW 2000 Australia 
 PO
Box H3 Australia Square Sydney NSW 1215 
 T +61 2 9353 4000 F +61 2 8220 6700 
 www.claytonutz.com 
 Our reference 15136/15104/80079617 







 US Guarantee Consent Deed dated 17 September 2008 
  

			
	Parties	 	Each person listed in Schedule 1 (each a “US Guarantor” and together the “US Guarantors”)
		
		 	ResMed Limited ABN 30 003 765 142 (“Borrower”)
		
		 	HSBC Bank Australia Limited ABN 48 006 434 162 (in its capacity as “Security Trustee”)

 Background 
  

	A.	By guarantee and indemnity (“Guarantee”) dated 8 June 2006 among the US Guarantors, the Borrower and the Security Trustee, the US Guarantors guaranteed to the
Finance Parties the satisfaction and payment in full of the Obligations by each Debtor. 

  

	B.	The Borrower has requested the Financiers to provide a USD50,000,000 increase in the Facilities under and as defined in the Amended Agreement (the “Further Loan”).


  

	C.	The Financier has agreed to provide the Further Loan to the Borrower. The US Guarantors wish to consent to the Further Loan and to acknowledge that the Guarantee will continue to
secure the Obligations including, without limitation, under or in connection with the Further Loan. 

 Operative provisions 

 

	1.	Definitions and interpretation 

  

	1.1	Definitions 

 In this deed: 
 “Amended Agreement” means the Original Facility Agreement, as amended and restated by the Amendment and Restatement Agreement.

 “Amendment and Restatement Agreement” means the document entitled “Amendment and Restatement Agreement” dated on
or about the date of this deed between the Borrower, the Financier, the Facility Agent and the Security Trustee. 
 “Facility
Agent” means HSBC Bank Australia Limited ABN 48 006 434 162. 
 “Financier” means The Hong Kong and Shanghai Banking
Corporation Limited, Sydney Branch ABN 65 117 925 970. 
 “Original Facility Agreement” means the syndicated facility
agreement dated 8 June 2006 and entered into by the Borrower, the Security Trustee and others. 
  

	1.2	Guarantee 

 Unless otherwise defined, expressions
used in this deed have the meanings given to them in the Guarantee (including by way of incorporation from the Original Facility Agreement). 
  

	1.3	Incorporation 

 The provisions of clauses 1.3 and
13(b) of the Guarantee are incorporated into this deed as if set out in this deed. 








	1.4	Capacity 

 Clause 10 of the Guarantee applies,
modified as necessary, as if set out in full in this deed. 
  

	1.5	Facility Agreement 

 This deed is a Finance Document
for the purposes of (and as defined in) the Amended Agreement. 
  

	2.	Consent and Acknowledgement 

 Each US Guarantor
unconditionally: 
  

	 	(a)	consents to the Further Loan and to the Borrower entering into the Amendment and Restatement Agreement; 

  

	 	(b)	ratifies and confirms its execution of the Guarantee; and 

  

	 	(c)	acknowledges and agrees that its obligations under the Guarantee: 

  

	 	(i)	are not discharged, abrogated, diminished, prejudiced or otherwise affected in any way by the Amendment and Restatement Agreement or the provision of the Further Loan;


  

	 	(ii)	will continue to guarantee the Obligations including, without limitation, under or in connection with the Further Loan; and 

  

	 	(iii)	remain in full force and effect in accordance with the terms of the Guarantee and continue to be binding notwithstanding the entry by the Borrower into the Amendment and Restatement
Agreement and the provision of the Further Loan. 

  

	3.	Law and Jurisdiction 

  

	3.1	Governing law 

 This deed is governed by and must be
construed according to the law applying in New South Wales. 
  

	3.2	Jurisdiction 

 Each party irrevocably: 

 

	 	(a)	submits to the non-exclusive jurisdiction of the courts of New South Wales, and the courts competent to determine appeals from those courts, with respect to any proceedings which
may be brought at any time relating to this deed; and 

  

	 	(b)	waives any objection it may now or in the future have to the venue of any proceedings, and any claim it may now or in the future have that any proceedings have been brought in an
inconvenient forum, if that venue falls within clause 3.2(a) 

  

	4.	Counterparts 

 This deed may be executed in any
number of counterparts and by the parties on separate counterparts. Each counterpart constitutes the agreement of each party who has executed and delivered that counterpart. 







 EXECUTED as a deed. 
 Borrower 
  

							
	 Executed by ResMed Limited ABN 30 003 765 142 in accordance with section 127 of the Corporations Act by or in the
presence of:
	 		 	
			
	 /s/ David Pendarvis
	 		 	 /s/ Kieran Gallahue

	 Signature of Secretary/other Director
	 		 	Signature of Director or sole Director and sole Secretary
			
	 David Pendarvis
	 		 	 Kieran Gallahue

	 Name of Secretary/other Director in full
	 		 	Name of Director or sole Director and sole Secretary in full








 Guarantors 
  

							
	 Executed by ResMed Inc. acting by:
	 		 	
			
	 /s/ David Pendarvis
	 		 	
	 Signature of authorised officer
	 		 	 /s/ Timothy Mackey

	Name:	 	 David Pendarvis
	 		 	Signature of Witness
	Title:	 	 Secretary
	 		 	
		 		 		 	 Timothy Mackey 

		 		 		 	Name of Witness









							
	 Executed by ResMed Corp. acting by:
	 		 	
			
	 /s/ David Pendarvis
	 		 	 /s/ Timothy Mackey

	 Signature of authorised officer
	 		 	Signature of Witness
	Name:	 	David Pendarvis	 		 	
	Title:	 	 Secretary
	 		 	 Timothy Mackey

		 		 		 	Name of Witness








 Security Trustee 
  

							
	 Signed sealed and delivered for and on behalf of HSBC Bank Australia Limited ABN 48 006 434 162 by its Attorney
under a Power of Attorney dated                     , and the Attorney declares that the Attorney has not received any notice of the revocation of
such Power of Attorney, in the presence of:
	 		 	 /s/ Garry James Richmond

	 		 	 Signature of Attorney

			
	 /s/ Elin Schwarzenecker
	 		 	 Garry James Richmond

	 Signature of Witness
	 		 	Name of Attorney in full
			
	 Elin Schwarzenecker
	 		 	
	 Name of Witness in full
	 		 	








 Schedule 1 - Guarantors 
  

			
	 Name:
	  	ResMed Inc.
	 Address for notices:
	  	14040 Danielson Street
		  	Poway, CA 92064
		  	USA
	 Fax:
	  	(1) 858 746 2830
	 For the attention of:
	  	General Counsel
		
	 Name:
	  	ResMed Corp.
	 Address for notices:
	  	14040 Danielson Street
		  	Poway, CA 92064
		  	USA
	 Fax:
	  	(1) 858 746 2830
	 For the attention of:
	  	General Counsel