Credit Agreement, dated as of February 10, 2011



 Exhibit 10.1 

 
  
 CREDIT AGREEMENT 
 Dated as of February 10, 2011 

Among 
 RESMED
INC., 
 as Borrower, 
 UNION BANK, N.A., 
 as Administrative Agent, Swing Line Lender 

and L/C Issuer, 
 and 
 HSBC BANK USA, NATIONAL ASSOCIATION, 

as Syndication Agent 
 and 
 The Other Lenders Party Hereto 

 
  







 TABLE OF CONTENTS 

 

							
	 	  	 	  	Page	 
			
	 ARTICLE I
	  	DEFINITIONS AND ACCOUNTING TERMS	  	 	1	  
			
	 1.01
	  	Defined Terms	  	 	1	  
	 1.02
	  	Interpretive Provisions	  	 	19	  
	 1.03
	  	Accounting Terms	  	 	20	  
	 1.04
	  	Rounding	  	 	21	  
	 1.05
	  	Times of Day	  	 	21	  
	 1.06
	  	Letter of Credit Amounts	  	 	21	  
			
	 ARTICLE II
	  	THE COMMITMENTS AND CREDIT EXTENSIONS	  	 	21	  
			
	 2.01
	  	Committed Loans	  	 	21	  
	 2.02
	  	Borrowings, Conversions and Continuations of Committed Loans	  	 	21	  
	 2.03
	  	Letters of Credit	  	 	23	  
	 2.04
	  	Swing Line Loans	  	 	32	  
	 2.05
	  	Prepayments	  	 	35	  
	 2.06
	  	Termination or Reduction of Commitments; Increase of Commitment	  	 	36	  
	 2.07
	  	Repayment of Loans	  	 	38	  
	 2.08
	  	Interest	  	 	38	  
	 2.09
	  	Fees	  	 	39	  
	 2.10
	  	Computation of Interest and Fees; Retroactive Adjustments of Applicable Rate	  	 	40	  
	 2.11
	  	Evidence of Debt	  	 	40	  
	 2.12
	  	Payments Generally; Agent’s Clawback	  	 	41	  
	 2.13
	  	Sharing of Payments	  	 	43	  
	 2.14
	  	Replacement of Lenders	  	 	43	  
			
	 ARTICLE III
	  	TAXES, YIELD PROTECTION AND ILLEGALITY	  	 	44	  
			
	 3.01
	  	Taxes	  	 	44	  
	 3.02
	  	Illegality	  	 	48	  
	 3.03
	  	Inability to Determine Rates	  	 	48	  
	 3.04
	  	Increased Costs	  	 	48	  
	 3.05
	  	Compensation for Losses	  	 	50	  
	 3.06
	  	Mitigation Obligations	  	 	50	  
	 3.07
	  	Survival	  	 	51	  
			
	 ARTICLE IV
	  	CONDITIONS PRECEDENT TO CREDIT EXTENSIONS	  	 	51	  
			
	 4.01
	  	Conditions of Initial Credit Extension	  	 	51	  
	 4.02
	  	Conditions to all Credit Extensions	  	 	53	  
			
	 ARTICLE V
	  	REPRESENTATIONS AND WARRANTIES	  	 	54	  
			
	 5.01
	  	Existence, Qualification and Power	  	 	54	  
	 5.02
	  	Authorization; No Contravention	  	 	54	  
	 5.03
	  	Governmental Authorization; Other Consents	  	 	54	  
	 5.04
	  	Binding Effect	  	 	54	  


  
 -i-










 TABLE OF CONTENTS 

(Continued) 
  


							
	 	  	 	  	Page	 
			
	 5.05
	  	Financial Statements; No Material Adverse Effect	  	 	55	  
	 5.06
	  	Litigation	  	 	55	  
	 5.07
	  	No Default	  	 	55	  
	 5.08
	  	Ownership of Property; Liens	  	 	56	  
	 5.09
	  	Environmental Compliance	  	 	56	  
	 5.10
	  	Insurance	  	 	56	  
	 5.11
	  	Taxes	  	 	56	  
	 5.12
	  	ERISA Compliance	  	 	56	  
	 5.13
	  	Subsidiaries	  	 	57	  
	 5.14
	  	Margin Regulations; Investment Company Act	  	 	57	  
	 5.15
	  	Disclosure	  	 	57	  
	 5.16
	  	Compliance with Laws	  	 	58	  
	 5.17
	  	Taxpayer Identification Number	  	 	58	  
	 5.18
	  	Intellectual Property; Licenses, Etc	  	 	58	  
	 5.19
	  	Rights in Collateral; Priority of Liens	  	 	58	  
	 5.20
	  	Solvency	  	 	58	  
			
	 ARTICLE VI
	  	AFFIRMATIVE COVENANTS	  	 	59	  
			
	 6.01
	  	Financial Statements	  	 	59	  
	 6.02
	  	Certificates; Other Information	  	 	60	  
	 6.03
	  	Notices	  	 	61	  
	 6.04
	  	Payment of Obligations	  	 	61	  
	 6.05
	  	Preservation of Existence, Etc.	  	 	62	  
	 6.06
	  	Maintenance of Properties	  	 	62	  
	 6.07
	  	Maintenance of Insurance	  	 	62	  
	 6.08
	  	Compliance with Laws	  	 	62	  
	 6.09
	  	Books and Records	  	 	62	  
	 6.10
	  	Inspection Rights	  	 	62	  
	 6.11
	  	Use of Proceeds	  	 	63	  
	 6.12
	  	Financial Covenants	  	 	63	  
	 6.13
	  	Additional Guarantors	  	 	63	  
	 6.14
	  	Collateral Records	  	 	63	  
	 6.15
	  	Security Interests	  	 	64	  
			
	 ARTICLE VII
	  	NEGATIVE COVENANTS	  	 	64	  
			
	 7.01
	  	Liens	  	 	64	  
	 7.02
	  	Investments	  	 	66	  
	 7.03
	  	Indebtedness	  	 	66	  
	 7.04
	  	Fundamental Changes	  	 	68	  
	 7.05
	  	Dispositions	  	 	68	  
	 7.06
	  	Restricted Payments	  	 	69	  
	 7.07
	  	Change in Nature of Business	  	 	69	  
	 7.08
	  	Transactions with Affiliates	  	 	69	  
	 7.09
	  	No Further Negative Pledge	  	 	69	  
	 7.10
	  	Use of Proceeds	  	 	70	  


  
 -ii-










 TABLE OF CONTENTS 

(Continued) 
  


							
	 	  	 	  	Page	 
			
	 ARTICLE VIII
	  	EVENTS OF DEFAULT AND REMEDIES	  	 	70	  
			
	 8.01
	  	Events of Default	  	 	70	  
	 8.02
	  	Remedies Upon Event of Default	  	 	73	  
	 8.03
	  	Application of Funds	  	 	73	  
			
	 ARTICLE IX
	  	ADMINISTRATIVE AGENT	  	 	74	  
			
	 9.01
	  	Appointment and Authorization of Administrative Agent	  	 	74	  
	 9.02
	  	Rights as a Lender	  	 	75	  
	 9.03
	  	Exculpatory Provisions	  	 	75	  
	 9.04
	  	Reliance by Administrative Agent	  	 	76	  
	 9.05
	  	Delegation of Duties	  	 	76	  
	 9.06
	  	Resignation of Agent	  	 	76	  
	 9.07
	  	Non-Reliance on Agent and Other Lenders	  	 	77	  
	 9.08
	  	No Other Duties, Etc.	  	 	77	  
	 9.09
	  	Administrative Agent May File Proofs of Claim	  	 	77	  
	 9.10
	  	Guaranty Matters	  	 	78	  
	 9.11
	  	Collateral Matters	  	 	78	  
			
	 ARTICLE X
	  	MISCELLANEOUS	  	 	80	  
			
	 10.01
	  	Amendments, Etc.	  	 	80	  
	 10.02
	  	Notices; Effectiveness; Electronic Communications	  	 	81	  
	 10.03
	  	No Waiver; Cumulative Remedies: Enforcement	  	 	83	  
	 10.04
	  	Expenses; Indemnity; Damage Waiver	  	 	84	  
	 10.05
	  	Payments Set Aside	  	 	86	  
	 10.06
	  	Successors and Assigns	  	 	87	  
	 10.07
	  	Treatment of Certain Information; Confidentiality	  	 	91	  
	 10.08
	  	Right of Setoff	  	 	91	  
	 10.09
	  	Interest Rate Limitation	  	 	92	  
	 10.10
	  	Counterparts; Integration; Effectiveness	  	 	92	  
	 10.11
	  	Survival of Representations and Warranties	  	 	92	  
	 10.12
	  	Severability	  	 	92	  
	 10.13
	  	Governing Law; Jurisdiction; Etc.	  	 	93	  
	 10.14
	  	Disputes; Waiver of Jury Trial	  	 	94	  
	 10.15
	  	No Advisory or Fiduciary Responsibility	  	 	94	  
	 10.16
	  	Electronic Execution of Assignments and Certain Other Documents	  	 	95	  
	 10.17
	  	USA PATRIOT Act Notice	  	 	95	  
	 10.18
	  	Time of the Essence	  	 	95	  


  
 -iii-









 SCHEDULES 
  

			
	1.01	  	Existing Letters of Credit
	2.01	  	Commitments and Applicable Percentages
	5.06	  	Litigation
	5.09	  	Environmental Matters
	5.13	  	Subsidiaries and Other Equity Investments
	7.01	  	Existing Liens
	7.02	  	Existing Investments
	7.03	  	Existing Indebtedness
	10.02	  	Administrative Agent’s Office, Certain Addresses for Notices

 EXHIBITS 

			
	
	Form of
		
	A	  	  Form of Committed Loan Notice
	B	  	  Form of Swing Line Loan Notice
	C	  	  Form of Note
	D	  	  Form of Compliance Certificate
	E	  	  Form of Assignment And Assumption
	F	  	  Form of New Lender Addendum








 CREDIT AGREEMENT 

CREDIT AGREEMENT (this “Agreement”) is entered into as of February 10, 2011, among RESMED INC., a
Delaware corporation (“Borrower”), each lender from time to time party hereto (collectively, “Lenders” and individually, a “Lender”), UNION BANK, N.A., as Administrative Agent, Swing Line
Lender and L/C Issuer, and HSBC BANK USA, NATIONAL ASSOCIATION, as Syndication Agent. 
 Borrower has requested that
Lenders provide a revolving credit facility, and Lenders are willing to do so on the terms and conditions set forth herein. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

 ARTICLE I 
 DEFINITIONS AND ACCOUNTING TERMS 
 1.01 Defined Terms.
As used in this Agreement, the following terms shall have the meanings set forth below: 
 “Acquisition” means
any transaction, or any series of related transactions, consummated after the Closing Date, by which Borrower and/or any of its Subsidiaries directly or indirectly (a) acquires any ongoing business or all or substantially all of the assets of
any Person engaged in any ongoing business, whether through a purchase of assets, a merger or otherwise, (b) acquires control of securities of a Person engaged in an ongoing business representing more than 50% of the ordinary voting power for
the election of directors or other governing position if the business affairs of such Person are managed by a board of directors or other governing body or (c) acquires control of more than 50% of the interests having, directly or indirectly,
power to direct or cause the direction of management or policies of any partnership, joint venture, limited liability company, business trust or other Person engaged in an ongoing business that is not managed by a board of directors or other
governing body. 
 “Administrative Agent” or “Agent” means Union Bank, N.A. in its
capacity as administrative agent under any of the Loan Documents, or any successor administrative agent. 

“Administrative Agent’s Office” means Agent’s address and, as appropriate, account as set forth on
Schedule 10.02, or such other address or account as Agent may from time to time notify Borrower and Lenders. 

“Affiliate” means, with respect to any Person, another Person that directly, or indirectly through one or more
intermediaries, Controls or is Controlled by or is under common Control with the Person specified; provided, that so long as Borrower is publicly traded, the foregoing shall not include the shareholders of Borrower. 

“Agent Fee Letter” has the meaning specified in Section 2.09(b). 

“Aggregate Commitments” means the Commitments of all Lenders. 

“Agreement” means this Credit Agreement. 







 “Applicable Percentage” means with respect to any Lender at any time, the
percentage (carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender’s Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make
L/C Credit Extensions have been terminated pursuant to Section 8.02 or if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be determined based on the Applicable Percentage of such Lender most
recently in effect, giving effect to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth opposite the name of such Lender on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender
becomes a party hereto, as applicable. 
 “Applicable Rate” means, from time to time, the following percentages
per annum, based upon the Funded Debt to EBITDA Ratio (the “Financial Covenant”) as set forth in the most recent Compliance Certificate received by Agent pursuant to Section 6.02(b): 

Applicable Rate 
  

									
	 	 	 	 	 	 	 Eurodollar

Rate +
	 	 
	 Pricing

Level
	 	 Funded Debt to EBITDA

Ratio:
	 	 Commitment

Fee
	 	 Letters of

Credit
	 	 Base Rate +

	 I
	 	£1.00:1.00	 	.25%	 	1.50%	 	.50%
	 II
	 	>1.00:1:00 but	 	.375%	 		 	
		 	£ 1.50:1.00	 		 	1.75%	 	.75%
	 III
	 	>1.50:1.00	 	.375%	 	2.00%	 	1.00%

 Any increase or decrease in the
Applicable Rate resulting from a change in the Financial Covenant shall become effective as of the first (1st) Business Day of the month immediately following the date a Compliance Certificate is delivered pursuant
to Section 6.02(a); provided, however, that if a Compliance Certificate is not delivered when due in accordance with such Section, then, upon the request of the Required Lenders, Pricing Level III shall apply as of the fifth
(5th) Business Day of the month following the date such Compliance Certificate was required to have been delivered and shall remain in effect until the date on which such Compliance Certificate is delivered. The Applicable Rate in effect from
the Closing Date through March 31, 2011 shall be determined based upon Pricing Level I. 
 Notwithstanding anything to the contrary
contained in this definition, the determination of Applicable Rate for any period shall be subject to the provisions of Section 2.10(b). 
 “Assignee Group” means two or more Eligible Assignees that are Affiliates of one another. 
 “Assignment and Assumption” means an assignment and assumption entered into by a Lender and an assignee (with the consent of any party whose consent is required by Section 10.06(b)),
and accepted by Agent, in substantially the form of Exhibit E or any other form approved by Agent. 

  
 2 








 “Attributable Indebtedness” means, on any date, (a) in respect of any
capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP, and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of
the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease. 

“Audited Financial Statements” means the audited consolidated balance sheet of Borrower and its consolidated
Subsidiaries for the fiscal year ended June 30, 2010, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of Borrower and its consolidated Subsidiaries, including the
notes thereto. 
 “Availability Period” means the period from and including the Closing Date to the earliest of
(a) the Maturity Date, (b) the date of termination of the Aggregate Commitments pursuant to Section 2.06(a), and (c) the date of termination of the commitment of each Lender to make Loans and of the obligation of the
L/C Issuer to make L/C Credit Extensions pursuant to Section 8.02. 
 “Base Rate” means for any
day a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus 1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to time by Union Bank, N.A. as its “prime
rate.” The “prime rate” is a rate set by Union Bank, N.A. based upon various factors including Union Bank, N.A.’s costs and desired return, general economic conditions and other factors, and is used as a reference point
for pricing some loans, which may be priced at, above, or below such announced rate. Any change in such rate announced by Union Bank, N.A. shall take effect at the opening of business on the day specified in the public announcement of such
change. 
 “Base Rate Committed Loan” means a Committed Loan that is a Base Rate Loan. 

“Base Rate Loan” means a Loan that bears interest based on the Base Rate. 

“Borrower” has the meaning specified in the introductory paragraph hereto. 

“Borrower Materials” has the meaning specified in Section 6.02. 

“Borrower’s Capital Stock” means capital stock issued by Borrower. 

“Borrowing” means a Committed Borrowing or a Swing Line Borrowing, as the context may require. 

“Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to
close under the Laws of, or are in fact closed in, the state where Administrative Agent’s Office is located and, if such day relates to any Eurodollar Rate Loan, means any such day on which dealings in Dollar deposits are conducted by and
between banks in the London interbank eurodollar market. 

  
 3 








 “Capital Lease Obligations” means all monetary obligations of a Person
under any leasing or similar arrangement which, in accordance with GAAP, is classified as a capital lease. 
 “Cash
Collateralize” has the meaning specified in Section 2.03(g). 
 “Change in Law” means the
occurrence, after the date of this Agreement, of any of the following: (a) the adoption by any Governmental Authority or taking effect of any law, rule, regulation or treaty, (b) any change in any law, rule, regulation or treaty or in the
administration, interpretation or application thereof by any Governmental Authority or (c) the making or issuance of any request, guideline or directive (whether or not having the force of law) by any Governmental Authority. 

“Change of Control” means any transaction or series of related transactions in which any Unrelated Person or two or more
Unrelated Persons acting in concert, becomes the “beneficial owner” (as defined in Rules 13d 3 and 13d 5 under the Securities Exchange Act of 1934, except that a person or group shall be deemed to have “beneficial ownership” of
all securities that such person or group has the right to acquire, whether such right is exercisable immediately or only after the passage of time (such right, an “option right”)), directly or indirectly, of 35% or more of the outstanding
equity securities of such Person entitled to vote for members of the board of directors or equivalent governing body of such Person on a fully diluted basis (and taking into account all such securities that such person or group has the right to
acquire pursuant to any option right); provided that a merger, consolidation or dissolution of ResMed Assembly US Inc. permitted by Section 7.04(c) will not be a Change of Control. “Unrelated Person” means any Person other than
(a) Borrower or any wholly-owned Subsidiary, or (b) an employee stock ownership plan or other employee benefit plan covering the employees of any of the Loan Parties and their Subsidiaries. 

“Closing Date” means the first date all the conditions precedent in Section 4.01 are satisfied or waived in
accordance with Section 10.01. 
 “Code” means the Internal Revenue Code of 1986. 

“Collateral” shall mean any and all assets and rights and interests in or to property of Borrower and each of the other
Loan Parties, whether real or personal, tangible or intangible, in which a Lien is granted or purported to be granted pursuant to the Collateral Documents. 
 “Collateral Documents” means all agreements, instruments and documents now or hereafter executed and delivered in connection with this Agreement pursuant to which Liens are granted or
purported to be granted to Agent in Collateral securing all or part of the Obligations each in form and substance satisfactory to Agent, including but not limited to the Pledge Agreement. 

“Commitment” means, as to each Lender, its obligation to (a) make Committed Loans to Borrower pursuant to
Section 2.01, (b) purchase participations in L/C Obligations, and (c) purchase participations in Swing Line Loans, in an aggregate principal amount at any one time outstanding not to exceed the amount set forth opposite such
Lender’s name on Schedule 2.01 or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto, as applicable, as such amount may be adjusted from time to time in accordance with this Agreement (including but not
limited to, and subject to the terms and conditions of, Section 2.06(b). 

  
 4 








 “Committed Borrowing” means a borrowing consisting of simultaneous
Committed Loans of the same Type and, in the case of Eurodollar Rate Loans, having the same Interest Period made by each of the Lenders pursuant to Section 2.01. 
 “Committed Loan” has the meaning specified in Section 2.01. 

“Committed Loan Notice” means a notice of (a) a Committed Borrowing, (b) a conversion of Committed Loans from
one Type to the other, or (c) a continuation of Eurodollar Rate Loans, pursuant to Section 2.02(a), which, if in writing, shall be substantially in the form of Exhibit A. 

“Compliance Certificate” means a certificate substantially in the form of Exhibit D. 

“Contractual Obligation” means, as to any Person, any provision of any security issued by such Person or of any
agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound. 

“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management
or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. “Controlling” and “Controlled” have meanings correlative thereto. 

“Credit Extension” means each of the following: (a) a Borrowing and (b) an L/C Credit Extension.

 “Debtor Relief Laws” means the Bankruptcy Code of the United States, and all other applicable liquidation,
conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the United States or other applicable jurisdictions from time to time in
effect and affecting the rights of creditors generally. 
 “Default” means any event or condition that
constitutes an Event of Default or that, with the giving of any applicable notice, the passage of time, specified in Section 8.01, or both, would be an Event of Default. 
 “Default Rate” means (a) when used with respect to Obligations other than L/C Fees an interest rate equal to (i) the Base Rate plus (ii) the Applicable Rate, if
any, applicable to Base Rate Loans plus (iii) 2% per annum; provided, however, that with respect to a Eurodollar Rate Loan, the Default Rate shall be an interest rate equal to the interest rate (including any Applicable
Rate) otherwise applicable to such Loan plus 2% per annum, and (b) when used with respect to L/C Fees, a rate equal to the Applicable Rate plus 2% per annum. 

“Defaulting Lender” means any Lender that (a) has failed to fund any portion of the Committed Loans, participations
in L/C Obligations or participations in Swing Line Loans required to be funded by it hereunder within one (1) Business Day of the date required to be 

  
 5 








 
funded by it hereunder unless such failure has been cured, (b) has otherwise failed to pay over to Agent or any other Lender any other amount required to be paid by it hereunder within one
(1) Business Day of the date when due, unless such amount is the subject of a good faith dispute or unless such failure has been cured, or (c) has been deemed insolvent or becomes the subject of a bankruptcy or insolvency proceeding.

 “Disposition” or “Dispose” means the sale, transfer, license, lease or other disposition
(including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith, in
each case other than (a) inventory, accounts receivable or other assets sold or otherwise disposed of in the ordinary course of business of such Person, (b) equipment sold or otherwise disposed of where substantially similar equipment
thereof has theretofore been acquired, or thereafter within 180 days is acquired, by such Person and (c) obsolete or other assets which such Person determines in good faith are no longer useful in the business of such Person. 

“Dollar” and “$” mean lawful money of the United States. 

“EBITDA” means, with respect to any fiscal period, and any Person, the sum of (a) Net Income for that period, plus
(b) any non-operating non recurring loss (not to exceed Five Million Dollars ($5,000,000)) reflected in such Net Income, minus (c) any non-operating non recurring gain (not to exceed Five Million Dollars ($5,000,000)) reflected
in such Net Income, plus (d) Interest Expense of such Person for that period, plus (e) payment or provision for income taxes, plus (f) depreciation, amortization and all other expenses actually taken in connection with equity-based
compensation or awards pursuant to Financial Accounting Standard 123R for that period, in each case as determined in accordance with GAAP, consistently applied. For the avoidance of doubt, for purposes of calculating EBITDA with respect to any
period in which a Permitted Acquisition occurred, such Permitted Acquisition shall be deemed to have occurred on the first day of such period. Accordingly, as to any such period Net Income, Interest Expense, expense for taxes paid or accrued and
each other component contained in the definition of “EBITDA” shall be deemed to include the actual results of the Permitted Acquisition on a pro forma consolidated basis with Borrower as if such Permitted Acquisition had occurred on the
first day of such period. 
 “Eligible Assignee” means any Person that meets the requirements to be an assignee
under Section 10.06(b)(iii), (v) and (vi) (subject to such consents, if any, as may be required under Section 10.06(b)(iii)). 
 “Environmental Laws” means any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the protection of the environment or the release of any materials into the environment, including those related to hazardous substances or wastes, air emissions
and discharges to waste or public systems. 

  
 6 








 “Environmental Liability” means any liability, contingent or otherwise
(including any liability for damages, costs of environmental remediation, fines, penalties or indemnities), of Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly resulting from or based upon
(a) violation of any Environmental Law, (b) the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release
of any Hazardous Materials into the environment or (e) any contract, agreement or other consensual arrangement pursuant to which liability is assumed or imposed with respect to any of the foregoing. 

“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or
profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible
into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the
other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of
determination. 
 “ERISA” means the Employee Retirement Income Security Act of 1974. 

“ERISA Affiliate” means any member of a controlled group of corporations or any trade or business (whether or not
incorporated) under common control with Borrower within the meaning of Section 414(b) or (c) of the Code (and any member of a group with Borrower under Sections 414(m) and (o) of the Code for purposes of provisions relating to
Section 412 of the Code). 
 “ERISA Event” means (a) a Reportable Event with respect to a Pension
Plan; (b) a withdrawal by Borrower or any ERISA Affiliate from a Pension Plan subject to Section 4063 of ERISA during a plan year in which it was a substantial employer (as defined in Section 4001(a)(2) of ERISA), or a cessation of
operations by Borrower or any ERISA Affiliate that is treated as such a withdrawal under Section 4062(e) of ERISA; (c) a complete or partial withdrawal by Borrower or any ERISA Affiliate from a Multiemployer Plan or notification received
by Borrower or any ERISA Affiliate that a Multiemployer Plan is in reorganization under Section 4241 of ERISA; (d) the filing of a notice of intent to terminate, a Pension Plan or Multiemployer Plan, or the treatment of an amendment of a
Pension Plan or Multiemployer Plan as a termination, under Section 4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a Pension Plan or Multiemployer Plan; (e) an event or condition which constitutes
grounds under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Pension Plan or Multiemployer Plan; or (f) the imposition of any liability under Title IV of ERISA, other than for PBGC premiums
due but not delinquent under Section 4007 of ERISA, upon Borrower or any ERISA Affiliate. 
 “Eurodollar Base
Rate” has the meaning specified in the definition of Eurodollar Rate. 

  
 7 








 “Eurodollar Rate” means for any Interest Period with respect to a
Eurodollar Rate Loan, a rate per annum determined by Agent pursuant to the following formula: 
  

									
		 	Eurodollar Rate	  	=	  	 Eurodollar Base Rate
	  	
	 	  	  	1.00 - Eurodollar Reserve Percentage	  	

 Where, 
 “Eurodollar Base Rate” means, for such Interest Period the rate per annum equal to the British Bankers Association LIBOR Rate (“BBA LIBOR”), as published by Reuters (or
other commercially available source providing quotations of BBA LIBOR as designated by Agent from time to time) at approximately 11:00 a.m., London time, two (2) Business Days prior to the commencement of such Interest Period, for Dollar
deposits (for delivery on the first day of such Interest Period) with a term equivalent to such Interest Period. If such rate is not available at such time for any reason, then the “Eurodollar Base Rate” for such Interest Period shall be
the rate per annum determined by Agent to be the rate at which deposits in Dollars for delivery on the first day of such Interest Period in same day funds in the approximate amount of the Eurodollar Rate Loan being made, continued or converted by
Union Bank, N.A. and with a term equivalent to such Interest Period would be offered to major banks in the London interbank eurodollar market at their request at approximately 11:00 a.m. (London time) two (2) Business Days prior to
the commencement of such Interest Period. 
 and 
 “Eurodollar Reserve Percentage” means, for any day during any Interest Period, the reserve percentage (expressed as a decimal, carried out to five decimal places) in effect on such day,
whether or not applicable to any Lender, under regulations issued from time to time by the Board of Governors of the Federal Reserve System of the United States for determining the maximum reserve requirement (including any emergency, supplemental
or other marginal reserve requirement) with respect to Eurocurrency funding (currently referred to as “Eurocurrency liabilities”). The Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be adjusted automatically as of the
effective date of any change in the Eurodollar Reserve Percentage. 
 “Eurodollar Rate Loan” means a Committed
Loan that bears interest at a rate based on the Eurodollar Rate. 
 “Event of Default” has the meaning
specified in Section 8.01. 
 “Excluded Taxes” means, with respect to Agent, any Lender, the
L/C Issuer or any other recipient of any payment to be made by or on account of any obligation of Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes imposed on it (in
lieu of net income taxes), by the jurisdiction (or any political subdivision thereof) under the Laws of which such recipient is organized or in which its principal office is located or, in the case of any Lender, in which its applicable Lending
Office is located, (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which Borrower is located, (c) any backup withholding tax that is required by the Code to be withheld from
amounts payable to a Lender that has failed to comply with clause (A) of Section 3.01(e)(ii), (d) in the case of a Foreign Lender, any United States withholding tax that (i) is required to be imposed on amounts payable to
such Foreign Lender pursuant to the Laws in force at the time such Foreign Lender becomes a party hereto (or 

  
 8 








 
designates a new Lending Office) or (ii) is attributable to such Foreign Lender’s failure or inability (other than as a result of a Change in Law) to comply with clause (B) of
Section 3.01(e)(ii), except to the extent that such Foreign Lender (or its assignor, if any) was entitled, at the time of designation of a new Lending Office (or assignment), to receive additional amounts from Borrower with respect to such
withholding tax pursuant to Section 3.01(a)(ii) and (e) any Tax imposed by Sections 1471 through 1474 of the Code as in effect on the date such Lender or L/C Issuer becomes a party to this Agreement. 

“Existing Letters of Credit” means the Letters of Credit, if any, listed on Schedule 1.01. 

“Federal Funds Rate” means, for any day, the rate per annum equal to the weighted average of the rates on overnight
Federal funds transactions with members of the Federal Reserve System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of New York on the Business Day next succeeding such day; provided that (a) if such
day is not a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the preceding Business Day as so published on the next succeeding Business Day, and (b) if no such rate is so published on such next
succeeding Business Day, the Federal Funds Rate for such day shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to Union Bank, N.A. on such day on such transactions as determined by Agent.

 “Foreign Lender” means any Lender that is organized under the Laws of a jurisdiction other than that in
which Borrower is resident for tax purposes (including such a Lender when acting in the capacity of the L/C Issuer). For purposes of this definition, the United States, each State thereof and the District of Columbia shall be deemed to
constitute a single jurisdiction. 
 “FRB” means the Board of Governors of the Federal Reserve System of the
United States. 
 “Funded Debt” means, with respect to any Person, all Indebtedness of such Person (other than
Indebtedness described in clause (g) of the definition thereof). 
 “GAAP” means generally accepted
accounting principles in the United States set forth in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting
Standards Board or such other principles as may be approved by a significant segment of the accounting profession in the United States, that are applicable to the circumstances as of the date of determination, consistently applied. The term
“consistently applied,” as used in connection herewith, means that the accounting principles applied are consistent in all material respects with those applied at prior dates or for prior periods 

“Governmental Authority” means the government of the United States or any other nation, or of any political subdivision
thereof, whether state or local, and any agency, authority, instrumentality, regulatory body, court of competent jurisdiction, central bank or other public entity exercising executive, legislative, judicial, taxing, regulatory or administrative
powers or functions of or pertaining to government (including any supra national bodies such as the European Union or the European Central Bank). 

  
 9 








 “Guarantee” means, as to any Person, any (a) any obligation,
contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other obligation payable or performable by another Person (the “primary obligor”) in any manner, whether directly or
indirectly, and including any obligation of such Person, direct or indirect, (i) to purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or other obligation, (ii) to purchase or lease property,
securities or services for the purpose of assuring the obligee in respect of such Indebtedness or other obligation of the payment or performance of such Indebtedness or other obligation, (iii) to maintain working capital, equity capital or any
other financial statement condition or liquidity or level of income or cash flow of the primary obligor so as to enable the primary obligor to pay such Indebtedness or other obligation, or (iv) entered into for the purpose of assuring in any
other manner the obligee in respect of such Indebtedness or other obligation of the payment or performance thereof or to protect such obligee against loss in respect thereof (in whole or in part), or (b) any Lien on any assets of such Person
securing any Indebtedness or other obligation of any other Person, whether or not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or otherwise, of any holder of such Indebtedness to obtain any such Lien);
provided, however, that the term “Guarantee” shall not include endorsements of instruments for deposit or collections in the ordinary course of business. The amount of any Guarantee shall be deemed to be an amount equal to the stated or
determinable amount of the related primary obligation, or portion thereof, in respect of which such Guarantee is made (unless such Guarantee is limited by its terms to a lesser amount, in which case to the extent of such amount) or, if not stated or
determinable, the maximum reasonably anticipated liability in respect thereof as determined by the guaranteeing Person in good faith. The amount of any other Guarantee shall be deemed to be zero unless and until the amount thereof has been (or in
accordance with FASB Statement No. 5, should be) quantified and reflected or disclosed in the consolidated financial statements of Borrower. The term “Guarantee” as a verb has a corresponding meaning. 

“Guarantor” means, collectively, ResMed Corp., a Minnesota corporation; ResMed Assembly US Inc., a Delaware corporation;
and ResMed Motor Technologies Inc., a Delaware corporation; each, a wholly-owned Subsidiary of Borrower; and any other Person which becomes a Guarantor in accordance with Section 6.13 hereof. 

“Guaranty” means the Unconditional Guaranty made by the Guarantor in favor of Agent for the benefit of the Lenders, in
form and substance satisfactory to Agent. 
 “Hazardous Materials” means all explosive or radioactive
substances or wastes and all hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes and
all other substances or wastes of any nature regulated pursuant to any Environmental Law. 
 “Indebtedness”
means, as to any Person at a particular time, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: 

(a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures,
notes, loan agreements or other similar instruments; 

  
 10 









 (b) all direct or contingent obligations of such Person arising under
letters of credit (including standby and commercial) issued for the account of such Person, bankers’ acceptances, bank guaranties, surety bonds and similar instruments; 

(c) net obligations of such Person under any Swap Contract; 

(d) all obligations of such Person to pay the deferred purchase price of property or services (other than (i) trade
and other accounts payable in the ordinary course of business and (ii) contingent payments in connection with any Permitted Acquisition except to the extent such payments would be required to be included as a liability on a balance sheet
prepared in accordance with GAAP); 
 (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on
property owned or being financed by such Person (including indebtedness arising under conditional sales or other Title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse;
provided, that if such indebtedness is non-recourse to such Person, the amount of such indebtedness shall be deemed to be the fair market value of the assets securing such Indebtedness as reflected in the books and records of such Person;

 (f) capital leases and Synthetic Lease Obligations; 

(g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make any payment in respect of any
Equity Interest in such Person or any other Person, valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; provided that, Indebtedness
under this clause (g) shall be excluded from the calculation of “Funded Debt;” and 
 (h) without
duplication, all Guarantees of such Person in respect of any of the foregoing. 
 For all purposes hereof, the Indebtedness of
any Person shall include the Indebtedness of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any net obligation under any Swap Contract on any date shall be deemed to be the Swap Termination Value thereof as of such date. The amount of any capital lease or Synthetic
Lease Obligation as of any date shall be deemed to be the amount of Attributable Indebtedness in respect thereof as of such date. 
 “Indemnified Taxes” means Taxes other than Excluded Taxes. 

“Indemnitees” has the meaning specified in Section 10.04(b). 

“Information” has the meaning specified in Section 10.07. 

“Interest Coverage Ratio” means the ratio of EBITDA to Interest Expense. 

  
 11 









 “Interest Expense” means, with respect to any Person and as of the last day
of any fiscal period, the sum of (a) all interest, fees, charges and related expenses (in each case as such expenses are calculated according to GAAP) paid or payable (without duplication) for that fiscal period by that Person to a lender in
connection with borrowed money (including any obligations for fees, charges and related expenses payable to the issuer of any letter of credit) or the deferred purchase price of assets that are considered “Interest Expense” under GAAP plus
(b) the portion of rent paid or payable (without duplication) for that fiscal period by that Person under Capital Lease Obligations that should be treated as interest in accordance with Financial Accounting Standards Board Statement
No. 13. 
 “Interest Payment Date” means, (a) as to any Loan other than a Base Rate Loan, the last
day of each Interest Period applicable to such Loan and the Maturity Date; provided, however, that if any Interest Period for a Eurodollar Rate Loan exceeds three (3) months, the respective dates that fall every three
(3) months after the beginning of such Interest Period shall also be Interest Payment Dates; and (b) as to any Base Rate Loan (including a Swing Line Loan), the last Business Day of each of March, June, September and December and the
Maturity Date. 
 “Interest Period” means, as to each Eurodollar Rate Loan, the period commencing on the date
such Eurodollar Rate Loan is disbursed or converted to or continued as a Eurodollar Rate Loan and ending on the date one (1), two (2), three (3) or six (6) months thereafter, as selected by Borrower in its Committed Loan Notice
(or as provided in Section 2.02(a)); provided that: 
 (i) any Interest Period that would otherwise end on a
day that is not a Business Day shall be extended to the next succeeding Business Day unless such Business Day falls in another calendar month, in which case such Interest Period shall end on the next preceding Business Day; 

(ii) any Interest Period that begins on the last Business Day of a calendar month (or on a day for which there is no
numerically corresponding day in the calendar month at the end of such Interest Period) shall end on the last Business Day of the calendar month at the end of such Interest Period; and 

(iii) no Interest Period shall extend beyond the Maturity Date. 

“Investment” means, as to any Person, any direct or indirect acquisition or investment by such Person, whether by means
of (a) the purchase or other acquisition of capital stock or other securities of another Person, (b) a loan, advance or capital contribution to, Guarantee or assumption of debt of, or purchase or other acquisition of any other debt or
equity participation or interest in, another Person, including any partnership or joint venture interest in such other Person and any arrangement pursuant to which the investor Guarantees Indebtedness of such other Person, or (c) the purchase
or other acquisition (in one transaction or a series of transactions) of assets of another Person that constitute a business unit. 
 “IRS” means the United States Internal Revenue Service. 

  
 12 









 “ISP” means, with respect to any Letter of Credit, the “International
Standby Practices 1998” published by the Institute of International Banking Law & Practice, Inc. (or such later version thereof as may be in effect at the time of issuance). 

“Issuer Documents” means with respect to any Letter of Credit, the L/C Application, and any other document,
agreement and instrument entered into by the L/C Issuer and Borrower (or any Subsidiary) or in favor of the L/C Issuer and relating to such Letter of Credit. 
 “Laws” means, collectively, all international, foreign, Federal, state and local statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or judicial
precedents or authorities, including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and all applicable administrative orders, directed duties,
requests, licenses, authorizations and permits of, and agreements with, any Governmental Authority, in each case whether or not having the force of law. 
 “L/C Advance” means, with respect to each Lender, such Lender’s funding of its participation in any L/C Borrowing in accordance with its Applicable Percentage. 

“L/C Application” means an application and agreement for the issuance or amendment of a Letter of Credit in the
form from time to time in use by the L/C Issuer. 
 “L/C Borrowing” means an extension of credit
resulting from a drawing under any Letter of Credit which has not been reimbursed on the date when made or refinanced as a Committed Borrowing. 
 “L/C Credit Extension” means, with respect to any Letter of Credit, the issuance thereof or extension of the expiry date thereof, or the increase of the amount thereof. 

“L/C Expiration Date” means the day that is thirty (30) days prior to the Maturity Date then in effect (or, if
such day is not a Business Day, the next preceding Business Day). 
 “L/C Fee” has the meaning specified
in Section 2.03(i). 
 “L/C Issuer” means Union Bank, N.A. in its capacity as issuer of Letters
of Credit hereunder, or any successor issuer of Letters of Credit hereunder. 
 “L/C Obligations” means,
as at any date of determination, the aggregate amount available to be drawn under all outstanding Letters of Credit plus the aggregate of all Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. For all purposes of this Agreement, if on any date of determination a Letter of Credit has expired by its
terms but any amount may still be drawn thereunder by reason of the operation of Rule 3.14 of the ISP, such Letter of Credit shall be deemed to be “outstanding” in the amount so remaining available to be drawn. 

“L/C Sublimit” means an amount equal to Ten Million Dollars ($10,000,000). The L/C Sublimit is part of,
and not in addition to, the Aggregate Commitments. 

  
 13 









 “Lender” has the meaning specified in the introductory paragraph hereto
and, as the context requires, includes Swing Line Lender. 
 “Lending Office” means, as to any Lender, the
office or offices of such Lender as set forth on the such Lender’s signature page hereto, or such other office or offices as a Lender may from time to time notify Borrower and Agent. 

“Letter of Credit” means any standby letter of credit issued hereunder and shall include the Existing Letters of Credit.

 “Lien” means any mortgage, pledge, hypothecation, assignment for security, deposit arrangement, encumbrance,
lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention
agreement, any easement, right of way or other encumbrance on title to real property, and any financing lease (other than a precautionary financing statement with respect to a lease that is not in the nature of a security interest) having
substantially the same economic effect as any of the foregoing). 
 “Loan” means an extension of credit by a
Lender to Borrower under Article II in the form of a Committed Loan or a Swing Line Loan. 
 “Loan
Documents” means this Agreement, each Note, each Issuer Document, the Agent Fee Letter, each Collateral Document, and the Guaranty. 
 “Loan Parties” means, collectively, Borrower and each Guarantor. 

“Material Adverse Effect” means (a) a material adverse change in, or a material adverse effect upon, the
operations, business, properties, liabilities (actual or contingent), or condition (financial or otherwise) of Borrower and its Subsidiaries taken as a whole, which has or could reasonably be expected to result in a violation of Section 6.12(a)
or 6.12(b) of this Agreement; (b) a material impairment of the ability of any Loan Party to perform its obligations under any Loan Document to which it is a party; or (c) a material adverse effect upon the legality, validity, binding
effect or enforceability against any Loan Party of any Loan Document to which it is a party. 
 “Maturity Date”
means February 10, 2014; provided, however, that if such date is not a Business Day, the Maturity Date shall be the preceding Business Day. 
 “Multiemployer Plan” means any employee benefit plan of the type described in Section 4001(a)(3) of ERISA, to which Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make contributions. 
 “Net
Income” means, with respect to any fiscal period, the consolidated net income of the Loan Parties and their Subsidiaries for that period, determined in accordance with GAAP, consistently applied. 

“New Lender” has the meaning specified in Section 2.06(b)(ii). 

  
 14 









 “New Lender Addendum” means a new lender addendum entered into by and
between Borrower, Agent and New Lender, in substantially the form of Exhibit F or any other form approved by Agent. 

“Non-Consenting Lender” has the meaning specified in Section 2.14. 

“Note” means a promissory note made by Borrower in favor of a Lender evidencing Loans made by such Lender, substantially
in the form of Exhibit C. 
 “Obligations” means all advances to, and debts, liabilities, obligations,
covenants and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan, Letter of Credit, Swap Contract and/or other provision of treasury management services, owed to Agent or the Lenders or any one or more of
them, whether direct or indirect (including those acquired by assumption), absolute or contingent, due or to become due, now existing or hereafter arising and including interest and fees that accrue after the commencement by or against any Loan
Party or any Affiliate thereof of any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding, regardless of whether such interest and fees are allowed claims in such proceeding. 

“Organization Documents” means, (a) with respect to any corporation, the certificate or articles of incorporation
and the bylaws (or equivalent or comparable constitutive documents with respect to any non-U.S. jurisdiction); (b) with respect to any limited liability company, the certificate or articles of formation or organization and operating
agreement; and (c) with respect to any partnership, joint venture, trust or other form of business entity, the partnership, joint venture or other applicable agreement of formation or organization and any agreement, instrument, filing or notice
with respect thereto filed in connection with its formation or organization with the applicable Governmental Authority in the jurisdiction of its formation or organization and, if applicable, any certificate or articles of formation or organization
of such entity. 
 “Other Taxes” means all present or future stamp, intangible or documentary taxes or any
other excise or property taxes, charges or similar levies arising from any payment made hereunder or under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any other Loan
Document. 
 “Outstanding Amount” means (a) with respect to Committed Loans and Swing Line Loans on any
date, the aggregate outstanding principal amount thereof after giving effect to any borrowings and prepayments or repayments of Committed Loans and Swing Line Loans, as the case may be, occurring on such date; and (b) with respect to any
L/C Obligations on any date, the amount of such L/C Obligations on such date after giving effect to any L/C Credit Extension occurring on such date and any other changes in the aggregate amount of the L/C Obligations as of such
date, including as a result of any reimbursements by Borrower of Unreimbursed Amounts. 
 “Participant” has the
meaning specified in Section 10.06(d). 
 “PBGC” means the Pension Benefit Guaranty Corporation.


  
 15 









 “Pension Plan” means any “employee pension benefit plan” (as such
term is defined in Section 3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and is sponsored or maintained by Borrower or any ERISA Affiliate or to which Borrower or any ERISA Affiliate contributes or
has an obligation to contribute, or in the case of a multiple employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time during the immediately preceding five plan years. 

“Permitted Acquisition” means any Acquisition by any Person (as applicable, the “acquiror”) of all or
substantially all of the assets and/or capital stock of another Person or of a business unit engaged in the same or a similar or related line of business as that of the acquiror (the “target”), provided that, to the extent applicable, such
Acquisition shall have been approved by a requisite majority of the shareholders, and a disinterested majority of the board of directors (or an equivalent governing body) of, the target; provided no Default or Event of Default shall exist at the
time of such Acquisition or occur after giving effect to such Acquisition. 
 “Permitted Stock Repurchases”
means the repurchase by Borrower of Borrower’s Capital Stock for value, provided that (a) such repurchase is, or is part of a repurchase program, approved by Borrower’s Board of Directors and (b) such approval has been disclosed
in writing to Agent prior to the execution thereof. 
 “Person” means any natural person, corporation, limited
liability company, trust, joint venture, association, company, partnership, Governmental Authority or other entity. 

“Plan” means any “employee benefit plan” (as such term is defined in Section 3(3) of ERISA), other than a
Multiemployer Plan established by Borrower or, with respect to any such plan that is subject to Section 412 of the Code or Title IV of ERISA, any ERISA Affiliate. 
 “Platform” has the meaning specified in Section 6.02. 

“Pledge Agreement” means that certain Pledge and Security Agreement executed by Borrower in favor of Administrative
Agent dated as of the Closing Date. 
 “Public Lender” has the meaning specified in Section 6.02.

 “Register” has the meaning specified in Section 10.06(c). 

“Related Parties” means, with respect to any Person, such Person’s Affiliates and the partners, members, directors,
officers, employees, agents, trustees and advisors of such Person and of such Person’s Affiliates. 
 “Reportable
Event” means any of the events set forth in Section 4043(c) of ERISA, other than events for which the thirty (30) day notice period has been waived. 
 “Request for Credit Extension” means (a) with respect to a Borrowing, conversion or continuation of Committed Loans, a Committed Loan Notice, (b) with respect to an
L/C Credit Extension, an L/C Application, and (c) with respect to a Swing Line Loan, a Swing Line Loan Notice. 

  
 16 









 “Required Lenders” means, as of any date of determination, Lenders having
more than 50.01% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to Section 8.02, Lenders holding in the aggregate
more than 50.01% of the Total Outstandings (with the aggregate amount of each Lender’s risk participation and funded participation in L/C Obligations and Swing Line Loans being deemed “held” by such Lender for purposes of this
definition); provided that the Commitment of, and the portion of the Total Outstandings held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a determination of Required Lenders; provided, further that, when
the Aggregate Commitments and/or Total Outstandings, as applicable, as of any date of determination are held by (i) four (4) Lenders, Required Lenders shall mean not less than three (3) Lenders; (ii) three (3) Lenders,
Required Lenders shall mean not less than two (2) Lenders; and (iii) two (2) Lenders, Required Lenders shall mean both Lenders. 
 “Responsible Officer” means the chief executive officer, president, chief financial officer, treasurer or controller of a Loan Party and, solely for purposes of notices given pursuant to
Article II, any other officer or employee of the applicable Loan Party so designated by any of the foregoing officers in a notice to Agent. Any document delivered hereunder that is signed by a Responsible Officer of a Loan Party shall be
conclusively presumed to have been authorized by all necessary corporate, partnership and/or other action on the part of such Loan Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such Loan Party.

 “Restricted Payment” means any dividend or other distribution (whether in cash, securities or other
property) with respect to any capital stock or other Equity Interest of Borrower or any Subsidiary, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase,
redemption, retirement, acquisition, cancellation or termination of any such capital stock or other Equity Interest or on account of any return of capital to Borrower’s stockholders, partners or members (or the equivalent Person thereof).

 “SEC” means the Securities and Exchange Commission, or any Governmental Authority succeeding to any of its
principal functions. 
 “Significant Subsidiary” means a Subsidiary that either (a) had net income for the
fiscal year then most recently ended in excess of five percent (5.00%) of EBITDA for such fiscal year or (b) had assets in excess of five percent (5.00%) of the total assets of Borrower and its Subsidiaries on a consolidated basis as
at the end of the fiscal year then most recently ended. 
 “Solvent” means, as of any date of determination,
and as to any Person, that on such date: (a) the fair valuation of the assets of such Person is greater than the fair valuation of such Person’s probable liability in respect of existing debts; (b) such Person does not intend to, and
does not believe that it will, incur debts beyond such Person’s ability to pay as such debts mature; (c) such Person is not engaged in a business or transaction, and is not about to engage in a business or transaction, which would leave
such Person with assets remaining which would constitute unreasonably small capital after giving effect to the nature of the particular business or transaction; and (d) such Person is generally paying its debts as they become due. For the
purpose of the foregoing (1) the “fair valuation” of any assets means the amount realizable 

  
 17 









 
within a reasonable time, either through collection or sale, of such assets at their regular market value, which is the amount obtainable by a capable and diligent businessman from an interested
buyer willing to purchase such assets within a reasonable time under ordinary circumstances; and (2) the term “debts” includes any legal liability whether matured or unmatured, liquidated or unliquidated, absolute, fixed, or
contingent. 
 “Subject Lender” has the meaning specified in Section 2.14. 

“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business
entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a
contingency) are at the time beneficially owned, or the management of which is otherwise controlled, directly, or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise specified, all references herein to a
“Subsidiary” or to “Subsidiaries” shall refer to a Subsidiary or Subsidiaries of Borrower. 
 “Swap
Contract” means (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options,
bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions,
currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or
not any such transaction is governed by or subject to any master agreement, and (b) any and all transactions of any kind, and the related confirmations, which are subject to the terms and conditions of, or governed by, any form of master
agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement (any such master agreement, together with any related schedules, a “Master
Agreement”), including any such obligations or liabilities under any Master Agreement. 
 “Swap Termination
Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts, (a) for any date on or after the date such Swap Contracts
have been closed out and termination value(s) determined in accordance therewith, such termination value(s), and (b) for any date prior to the date referenced in clause (a), the amount(s) determined as the mark-to-market value(s) for such
Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts (which may include a Lender or any Affiliate of a Lender). 

“Swing Line Borrowing” means a borrowing of a Swing Line Loan pursuant to Section 2.04. 

“Swing Line Lender” means Union Bank, N.A. in its capacity as provider of Swing Line Loans, or any successor swing
line lender hereunder. 

  
 18 









 “Swing Line Loan” has the meaning specified in Section 2.04(a).

 “Swing Line Loan Notice” means a notice of a Swing Line Borrowing pursuant to Section 2.04(b), which,
if in writing, shall be substantially in the form of Exhibit B. 
 “Swing Line Sublimit” means an amount
equal to the lesser of (a) Ten Million Dollars ($10,000,000) and (b) the Aggregate Commitments. The Swing Line Sublimit is part of (although uncommitted), and not in addition to, the Aggregate Commitments. 

“Synthetic Lease Obligation” means the monetary obligation of a Person under (a) a so-called synthetic, off-balance
sheet or tax retention lease, or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be
characterized as the indebtedness of such Person (without regard to accounting treatment). 
 “Taxes” means all
present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable
thereto. 
 “Threshold Amount” means Twenty Million Dollars ($20,000,000). 

“Total Outstandings” means the aggregate Outstanding Amount of all Loans and all L/C Obligations. 

“Type” means, with respect to a Committed Loan, its character as a Base Rate Loan or a Eurodollar Rate Loan. 

“Unfunded Pension Liability” means the excess of a Pension Plan’s benefit liabilities under
Section 4001(a)(16) of ERISA, over the current value of that Pension Plan’s assets, determined as of the date of the most recent actuarial valuation of such Pension Plan in accordance with the assumptions used for funding the Pension Plan
pursuant to Section 412 of the Code for the applicable plan year. 
 “Union Bank, N.A.” means Union
Bank, N.A. and its successors. 
 “United States” and “U.S.” mean the United States of
America. 
 “Unreimbursed Amount” has the meaning specified in Section 2.03(c)(i). 

1.02 Interpretive Provisions. With reference to this Agreement and each other Loan Document, unless otherwise specified
herein or in such other Loan Document: 
 (a) The definitions of terms herein shall apply equally to the singular
and plural forms of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine and neuter forms. The words “include,” “includes” and “including” shall be deemed
to be followed by the phrase “without limitation.” The word “will” shall be construed to have the same meaning and effect as the word “shall.” Unless the context requires otherwise, (i) any definition of or
reference 

  
 19 









 
to any agreement, instrument or other document (including any Organization Document) shall be construed as referring to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such amendments, supplements or modifications set forth herein or in any other Loan Document), (ii) any reference herein to any Person shall be construed to include such
Person’s successors and assigns, (iii) the words “herein,” “hereof and “hereunder,” and words of similar import when used in any Loan Document, shall be construed to refer to such Loan Document in its entirety and
not to any particular provision thereof, (iv) all references in a Loan Document to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, the Loan Document in
which such references appear, (v) any reference to any law shall include all statutory and regulatory provisions consolidating, amending, replacing or interpreting such law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented from time to time, and (vi) the words “asset” and “property” shall be construed to have the same meaning and effect and to refer to any and all
tangible and intangible assets and properties, including cash, securities, accounts and contract rights. 
 (b)
In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the
word “through” means “to and including.” 
 (c) Section headings herein and in the other Loan
Documents are included for convenience of reference only and shall not affect the interpretation of this Agreement or any other Loan Document. 
 1.03 Accounting Terms. 
 (a)
Generally. All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant
to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Audited Financial Statements, except as otherwise specifically
prescribed herein. 
 (b) Changes in GAAP. If at any time any change in GAAP would affect the
computation of any financial ratio or requirement set forth in any Loan Document, and either Borrower or the Required Lenders shall so request, Agent, Lenders and Borrower shall negotiate in good faith to amend such ratio or requirement to preserve
the original intent thereof in light of such change in GAAP (subject to the approval of the Required Lenders); provided that, until so amended, (i) such ratio or requirement shall continue to be computed in accordance with GAAP in effect prior
to such change therein and (ii) Borrower shall provide to Agent and Lenders financial statements and other documents required under this Agreement or as reasonably requested hereunder setting forth a reconciliation between calculations of such
ratio or requirement made before and after giving effect to such change in GAAP. 

  
 20 









 (c) Consolidation of Variable Interest Entities. All
references herein to consolidated financial statements of Borrower and its Subsidiaries or to the determination of any amount for Borrower and its Subsidiaries on a consolidated basis or any similar reference shall, in each case, be deemed to
include each variable interest entity that Borrower is required to consolidate pursuant to FASB Interpretation No. 46 - Consolidation of Variable Interest Entities: an interpretation of ARB No. 51 (January 2003) as if such variable
interest entity were a Subsidiary as defined herein. 
 1.04 Rounding. Any financial ratios required to be
maintained by Borrower pursuant to this Agreement shall be calculated by dividing the appropriate component by the other component, carrying the result to one place more than the number of places by which such ratio is expressed herein and rounding
the result up or down to the nearest number (with a rounding-up if there is no nearest number). 
 1.05 Times of
Day. Unless otherwise specified, all references herein to times of day shall be references to Pacific time (daylight or standard, as applicable). 
 1.06 Letter of Credit Amounts. Unless otherwise specified herein the amount of a Letter of Credit at any time shall be deemed to be the stated amount of such Letter of Credit in effect at
such time; provided, however, that with respect to any Letter of Credit that, by its terms or the terms of any Issuer Document related thereto, provides for one or more automatic increases in the stated amount thereof, the amount of
such Letter of Credit shall be deemed to be the maximum stated amount of such Letter of Credit after giving effect to all such increases, whether or not such maximum stated amount is in effect at such time. 

ARTICLE II 
 THE COMMITMENTS AND CREDIT EXTENSIONS 
 2.01 Committed
Loans. Subject to the terms and conditions set forth herein, each Lender severally agrees to make loans (each such loan, a “Committed Loan”) to Borrower from time to time, on any Business Day during the Availability Period,
in an aggregate amount not to exceed at any time outstanding the amount of such Lender’s Commitment; provided, however, that after giving effect to any Committed Borrowing, (i) the Total Outstandings shall not exceed the
Aggregate Commitments, and (ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. Within the limits of each Lender’s Commitment, and subject to the other terms and conditions hereof, Borrower may borrow
under this Section 2.01, prepay under Section 2.05, and reborrow under this Section 2.01. Committed Loans may be Base Rate Loans or Eurodollar Rate Loans, as further provided herein. 

2.02 Borrowings, Conversions and Continuations of Committed Loans. 

(a) Each Committed Borrowing, each conversion of Committed Loans from one Type to the other, and each continuation of
Eurodollar Rate Loans shall be made upon Borrower’s irrevocable notice to Agent, which may be given by telephone. Each 

  
 21 









 
such notice must be received by Agent not later than 11:00 a.m. (i) three (3) Business Days prior to the requested date of any Borrowing of, conversion to or continuation of
Eurodollar Rate Loans or of any conversion of Eurodollar Rate Loans to Base Rate Committed Loans, and (ii) on the requested date of any Borrowing of Base Rate Committed Loans. Each telephonic notice by Borrower pursuant to this
Section 2.02(a) must be confirmed promptly by delivery to Agent of a written Committed Loan Notice, appropriately completed and signed by a Responsible Officer of Borrower. Each Borrowing of, conversion to or continuation of Eurodollar Rate
Loans shall be in a principal amount of Five Million Dollars ($5,000,000) or a whole multiple of One Million Dollars ($1,000,000) in excess thereof. Except as provided in Sections 2.03(c) and 2.04(c), each Borrowing of or
conversion to Base Rate Committed Loans shall be in a principal amount of Two Million Dollars ($2,000,000) or a whole multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof. Each Committed Loan Notice (whether telephonic or
written) shall specify (i) whether Borrower is requesting a Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation of Eurodollar Rate Loans, (ii) the requested date of the Borrowing, conversion
or continuation, as the case may be (which shall be a Business Day), (iii) the principal amount of Committed Loans to be borrowed, converted or continued, (iv) the Type of Committed Loans to be borrowed or to which existing Committed Loans
are to be converted, and (v) if applicable, the duration of the Interest Period with respect thereto. If Borrower fails to specify a Type of Committed Loan in a Committed Loan Notice or if Borrower fails to give a timely notice requesting a
conversion or continuation, then the applicable Committed Loans shall be made as, or converted to, Eurodollar Rate Loans with a one (1) month Interest Period. Any such automatic conversion to Eurodollar Rate Loans shall be effective as of the
last day of the Interest Period then in effect with respect to the applicable Eurodollar Rate Loans. If Borrower requests a Borrowing of, conversion to, or continuation of Eurodollar Rate Loans in any such Committed Loan Notice, but fails to specify
an Interest Period, it will be deemed to have specified an Interest Period of one month. 
 (b) Following receipt
of a Committed Loan Notice, Agent shall promptly notify each Lender of the amount of its Applicable Percentage of the applicable Committed Loans, and if no timely notice of a conversion or continuation is provided by Borrower, Agent shall notify
each Lender of the details of any automatic conversion to Eurodollar Rate Loans described in the preceding subsection. In the case of a Committed Borrowing, each Lender shall make the amount of its Committed Loan available to Agent in immediately
available funds at Administrative Agent’s Office not later than 1:00 p.m. on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of the applicable conditions set forth in Section 4.02 (and, if such
Borrowing is the initial Credit Extension, Section 4.01), Agent shall make all funds so received available to Borrower in like funds as received by Agent either by (i) crediting the account of Borrower on the books of Union Bank, N.A.
with the amount of such funds or (ii) wire transfer of such funds, in each case in accordance with instructions provided to (and reasonably acceptable to) Agent by Borrower; provided, however, that if, on the date the Committed
Loan Notice with respect to such Borrowing is given by Borrower, there are L/C Borrowings outstanding, then the proceeds of such Borrowing first, shall be applied, to the payment in full of any such L/C Borrowings, and second, shall be
made available to Borrower as provided above. 

  
 22 









 (c) Except as otherwise provided herein, a Eurodollar Rate Loan may be
continued or converted only on the last day of an Interest Period for such Eurodollar Rate Loan. During the existence of a Default, no Loans may be requested as, converted to or continued as Eurodollar Rate Loans without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurodollar Rate Loans be converted immediately to Base Rate Committed Loans and Borrower agrees to pay all amounts due under Section 3.05 in accordance with
the terms thereof due to any such conversion. 
 (d) Agent shall promptly notify Borrower and Lenders of the
interest rate applicable to any Interest Period for Eurodollar Rate Loans upon determination of such interest rate. 
 (e) After giving effect to all Committed Borrowings, all conversions of Committed Loans from one Type to the other, and all continuations of Committed Loans as the same Type, there shall not be more than
five (5) Interest Periods in effect with respect to Committed Loans. 
 2.03 Letters of Credit. 

(a) The Letter of Credit Commitment. 

(i) Subject to the terms and conditions set forth herein, (A) the L/C Issuer agrees, in reliance upon the
agreements of the other Lenders set forth in this Section 2.03, (1) from time to time on any Business Day during the period from the Closing Date until the L/C Expiration Date, to issue Letters of Credit for the account of Borrower,
and to amend or extend Letters of Credit previously issued by it, in accordance with subsection (b) below, and (2) to honor drawings under the Letters of Credit; and (B) the Lenders severally agree to participate in Letters of Credit
issued for the account of Borrower and any drawings thereunder; provided that after giving effect to any L/C Credit Extension with respect to any Letter of Credit, (x) the Total Outstandings shall not exceed the Aggregate Commitments,
(y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, or (z) the Outstanding Amount of the L/C Obligations shall not exceed the L/C Sublimit. Each request by Borrower for the issuance or amendment
of a Letter of Credit shall be deemed to be a representation by Borrower that the L/C Credit Extension so requested complies with the conditions set forth in the proviso to the preceding sentence. Within the foregoing limits, and subject to the
terms and conditions hereof, Borrower’s ability to obtain Letters of Credit shall be fully revolving, and accordingly Borrower may, during the foregoing period, obtain Letters of Credit to replace Letters of Credit that have


  
 23 









 
expired or that have been drawn upon and reimbursed. All Existing Letters of Credit shall be deemed to have been issued pursuant hereto, and from and after the Closing Date shall be subject to
and governed by the terms and conditions hereof. 
 (ii) The L/C Issuer shall not issue any Letter of Credit, if:

 (A) subject to Section 2.03(b)(iv), the expiry date of such requested Letter of Credit would occur more
than twelve (12) months after the date of issuance, unless the Required Lenders have approved such expiry date; or 
 (B) the expiry date of such requested Letter of Credit would occur after the L/C Expiration Date, unless all the Lenders have approved such expiry date. 

(iii) The L/C Issuer shall be under no obligation to issue any Letter of Credit if: 

(A) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or
restrain the L/C Issuer from issuing such Letter of Credit, or any Law applicable to the L/C Issuer or any request or directive (whether or not having the force of law) from any Governmental Authority with jurisdiction over the
L/C Issuer shall prohibit, or request that the L/C Issuer refrain from, the issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the L/C Issuer with respect to such Letter of Credit any
restriction, reserve or capital requirement (for which the L/C Issuer is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems material to it; 
 (B) the
issuance of such Letter of Credit would violate one or more policies of the L/C Issuer applicable to letters of credit generally; 
 (C) except as otherwise agreed by Agent and the L/C Issuer, such Letter of Credit is in an initial stated amount less than Five Hundred Thousand Dollars ($500,000); 

(D) such Letter of Credit is to be denominated in a currency other than Dollars; 

(E) a default of any Lender’s obligations to fund under Section 2.03(c) exists or any Lender is at such time a
Defaulting Lender hereunder, unless the L/C Issuer has entered into arrangements satisfactory to the L/C Issuer with Borrower or such Lender to eliminate the L/C Issuer’s risk with respect to such Lender; or 

  
 24 









 (F) unless specifically provided for in this Agreement, such Letter of
Credit contains any provisions for automatic reinstatement of the stated amount after any drawing thereunder. 

(iv) The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be permitted at such time
to issue such Letter of Credit in its amended form under the terms hereof. 
 (v) The L/C Issuer shall be
under no obligation to amend any Letter of Credit if (A) the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its amended form under the terms hereof, or (B) the beneficiary of such Letter of Credit
does not accept the proposed amendment to such Letter of Credit. 
 (vi) The L/C Issuer shall act on behalf
of the Lenders with respect to any Letters of Credit issued by it and the documents associated therewith, and the L/C Issuer shall have all of the benefits and immunities (A) provided to Agent in Article IX with respect to any acts
taken or omissions suffered by the L/C Issuer in connection with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents pertaining to such Letters of Credit as fully as if the term “Administrative Agent” or
“Agent” as used in Article IX included the L/C Issuer with respect to such acts or omissions, and (B) as additionally provided herein with respect to the L/C Issuer. 

(b) Procedures for Issuance and Amendment of Letters of Credit. 

(i) Each Letter of Credit shall be issued or amended, as the case may be, upon the request of Borrower delivered to the
L/C Issuer (with a copy to Agent) in the form of an L/C Application, appropriately completed and signed by a Responsible Officer of Borrower. Such L/C Application must be received by the L/C Issuer and Agent not later than
11:00 a.m. at least two (2) Business Days (or such later date and time as Agent and the L/C Issuer may agree in a particular instance in their sole discretion) prior to the proposed issuance date or date of amendment, as the case may
be. In the case of a request for an initial issuance of a Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer: (A) the proposed issuance date of the requested Letter of Credit (which
shall be a Business Day); (B) the amount thereof; (C) the expiry date thereof; (D) the name and address of the beneficiary thereof; (E) the documents to be presented by such beneficiary in case of any drawing thereunder;
(F) the full text of any certificate to be presented by such beneficiary in case of any drawing thereunder; (G) the purpose and nature of the requested Letter of Credit; and (H) such other matters as the L/C Issuer may reasonably
require. In the case of a request for an amendment of any outstanding Letter of Credit, such L/C Application shall specify in form and detail satisfactory to the L/C Issuer (1) the Letter of Credit to be amended; (2) the proposed
date of amendment thereof (which shall be a Business Day); (3) the nature of the proposed amendment; and (4) such other matters as the L/C Issuer may reasonably require. 

  
 25 









 
Additionally, Borrower shall furnish to the L/C Issuer and Agent such other documents and information pertaining to such requested Letter of Credit issuance or amendment, including any
Issuer Documents, as the L/C Issuer or Agent may reasonably require. 
 (ii) Promptly after receipt of any
L/C Application at the address set forth in Section 10.02 for receiving L/C Applications and related correspondence, the L/C Issuer will confirm with Agent (by telephone or in writing) that Agent has received a copy of such
L/C Application from Borrower and, if not, the L/C Issuer will provide Agent with a copy thereof. Unless the L/C Issuer has received written notice from any Lender, Agent or any Loan Party, at least one (1) Business Day prior to
the requested date of issuance or amendment of the applicable Letter of Credit, that one or more applicable conditions in Article IV shall not then be satisfied, then, subject to the terms and conditions hereof, the L/C Issuer shall, on
the requested date, issue a Letter of Credit for the account of Borrower (or the applicable Subsidiary) or enter into the applicable amendment, as the case may be, in each case in accordance with the L/C Issuer’s usual and customary
business practices. Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk participation in such Letter of Credit in an
amount equal to the product of such Lender’s Applicable Percentage times the amount of such Letter of Credit. 
 (iii) Promptly after its delivery of any Letter of Credit or any amendment to a Letter of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C Issuer will also
deliver to Borrower and Agent a true and complete copy of such Letter of Credit or amendment. 
 (iv) If Borrower
so requests in any applicable L/C Application, the L/C Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has automatic extension provisions (each, an “Auto Extension Letter of Credit”); provided
that any such Auto Extension Letter of Credit must permit the L/C Issuer to prevent any such extension at least once in each twelve month period (commencing with the date of issuance of such Letter of Credit) by giving prior notice to the
beneficiary thereof not later than a day (the “Non Extension Notice Date”) in each such twelve month period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise directed by the L/C Issuer, Borrower shall
not be required to make a specific request to the L/C Issuer for any such extension. Once an Auto Extension Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may not require) the L/C Issuer to permit the extension
of such Letter of Credit at any time to an expiry date not later than the L/C Expiration Date; provided, however, that the L/C Issuer shall not permit any such extension if (A) the L/C Issuer has determined that it would not be
permitted, or would have no obligation, at such time to issue such Letter of Credit in its revised form (as extended) under the terms hereof (by reason of the provisions of clause (ii) or (iii) of Section 2.03(a) or otherwise), or
(B) it has received notice (which may be by telephone or in writing) on or before the day 

  
 26 









 
that is five Business Days before the Non Extension Notice Date (1) from Agent that the Required Lenders have elected not to permit such extension or (2) from Agent, any Lender or
Borrower that one or more of the applicable conditions specified in Section 4.02 is not then satisfied, and in each such case directing the L/C Issuer not to permit such extension. 

(c) Drawings and Reimbursements; Funding of Participations. 

(i) Upon receipt from the beneficiary of any Letter of Credit of any notice of a drawing under such Letter of Credit, the
L/C Issuer shall notify Borrower and Agent thereof. Not later than 11:00 a.m. on the date of any payment by the L/C Issuer under a Letter of Credit (each such date, an “Honor Date”), Borrower shall reimburse the
L/C Issuer through Agent in an amount equal to the amount of such drawing. If Borrower fails to so reimburse the L/C Issuer by such time, Agent shall promptly notify each Lender of the Honor Date, the amount of the unreimbursed drawing
(the “Unreimbursed Amount”), and the amount of such Lender’s Applicable Percentage thereof. In such event, Borrower shall be deemed to have requested a Committed Borrowing of Base Rate Loans to be disbursed on the Honor Date in
an amount equal to the Unreimbursed Amount, without regard to the minimum and multiples specified in Section 2.02 for the principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of the Aggregate Commitments and
the conditions set forth in Section 4.02 (other than the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or Agent pursuant to this Section 2.03(c)(i) may be given by telephone if immediately confirmed in
writing; provided that the lack of such an immediate confirmation shall not affect the conclusiveness or binding effect of such notice. 
 (ii) Each Lender shall upon receipt of any notice pursuant to Section 2.03(c)(i) make funds available to Agent for the account of the L/C Issuer at the Administrative Agent’s Office in an
amount equal to its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the Business Day specified in such notice by Agent, whereupon, subject to the provisions of Section 2.03(c)(iii), each Lender that so makes
funds available shall be deemed to have made a Base Rate Committed Loan to Borrower in such amount. Agent shall remit the funds so received to the L/C Issuer. 

(iii) With respect to any Unreimbursed Amount that is not fully refinanced by a Committed Borrowing of Base Rate Loans
because the conditions set forth in Section 4.02 cannot be satisfied or for any other reason, Borrower shall be deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the Unreimbursed Amount that is not so
refinanced, which L/C Borrowing shall be due and payable on demand (together with interest) and shall bear interest at the Default Rate. In such event, each Lender’s payment to Agent for the account of the L/C Issuer pursuant to
Section 2.03(c)(ii) shall be deemed payment in respect of its participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in satisfaction of its participation obligation under this Section 2.03.


  
 27 









 (iv) Until each Lender funds its Committed Loan or L/C Advance pursuant
to this Section 2.03(c) to reimburse the L/C Issuer for any amount drawn under any Letter of Credit, interest in respect of such Lender’s Applicable Percentage of such amount shall be solely for the account of the L/C Issuer.

 (v) Each Lender’s obligation to make Committed Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this Section 2.03(c), shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment,
defense or other right which such Lender may have against the L/C Issuer, Borrower or any other Person for any reason whatsoever; (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether
or not similar to any of the foregoing; provided, however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.03(c) is subject to the conditions set forth in Section 4.02 (other than
delivery by Borrower of a Committed Loan Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation of Borrower to reimburse the L/C Issuer for the amount of any payment made by the L/C Issuer under any
Letter of Credit, together with interest as provided herein. 
 (vi) If any Lender fails to make available to
Agent for the account of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing provisions of this Section 2.03(c) by the time specified in Section 2.03(c)(ii), the L/C Issuer shall be entitled to
recover from such Lender (acting through Agent), on demand, such amount with interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to the L/C Issuer at a rate per annum
equal to the greater of the Federal Funds Rate and a rate determined by the L/C issuer in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by the
L/C Issuer in connection with the foregoing. If such Lender pays such amount (with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or
L/C Advance in respect of the relevant L/C Borrowing, as the case may be. A certificate of the L/C Issuer submitted to any Lender (through Agent) with respect to any amounts owing under this clause (vi) shall be conclusive absent
manifest error. 
 (d) Repayment of Participations. 

(i) At any time after the L/C Issuer has made a payment under any Letter of Credit and has received from any Lender
such Lender’s L/C Advance in respect of such payment in accordance with Section 2.03(c), if Agent receives for the account of the L/C Issuer any payment in respect of the related Unreimbursed


  
 28 









 
Amount or interest thereon (whether directly from Borrower or otherwise, including proceeds of Cash Collateral applied thereto by Agent), Agent will distribute to such Lender its Applicable
Percentage thereof in the same funds as those received by Agent. 
 (ii) If any payment received by Agent for the
account of the L/C Issuer pursuant to Section 2.03(c)(i) is required to be returned under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by the L/C Issuer in its
discretion), each Lender shall pay to Agent for the account of the L/C Issuer its Applicable Percentage thereof on demand of Agent, plus interest thereon from the date of such demand to the date such amount is returned by such Lender, at
a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Obligations Absolute. The obligation of Borrower to reimburse the L/C Issuer for each drawing under
each Letter of Credit and to repay each L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly in accordance with the terms of this Agreement under all circumstances, including the following: 

(i) any lack of validity or enforceability of such Letter of Credit, this Agreement, or any other Loan Document;

 (ii) the existence of any claim, counterclaim, setoff, defense or other right that Borrower or any Subsidiary
may have at any time against any beneficiary or any transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such transferee may be acting), the L/C Issuer or any other Person, whether in connection with this
Agreement, the transactions contemplated hereby or by such Letter of Credit or any agreement or instrument relating thereto, or any unrelated transaction; 
 (iii) any draft, demand, certificate or other document presented under such Letter of Credit proving to be forged, fraudulent, invalid or insufficient in any respect or any statement therein being untrue
or inaccurate in any respect so long as such document appeared to comply with the terms of the Letter of Credit; or any loss or delay in the transmission or otherwise of any document not caused by the L/C Issuer required in order to make a drawing
under such Letter of Credit; 
 (iv) any payment by the L/C Issuer under such Letter of Credit against
presentation of a draft or certificate that does not strictly comply with the terms of such Letter of Credit; or any payment made by the L/C Issuer under such Letter of Credit to any Person purporting to be a trustee in bankruptcy,
debtor-in-possession, assignee for the benefit of creditors, liquidator, receiver or other representative of or successor to any beneficiary or any transferee of such Letter of Credit, including any arising in connection with any proceeding under
any Debtor Relief Law; or 

  
 29 









 (v) where the L/C Issuer has acted in good faith, any other circumstance or
happening whatsoever, whether or not similar to any of the foregoing, including any other circumstance that might otherwise constitute a defense available to, or a discharge of, Borrower or any Subsidiary. 

Borrower shall promptly examine a copy of each Letter of Credit and each amendment thereto that is delivered to it and, in the event of
any claim of noncompliance with Borrower’s instructions or other irregularity, Borrower will immediately notify the L/C Issuer. Borrower shall be conclusively deemed to have waived any such claim against the L/C Issuer and its
correspondents unless such notice is given as aforesaid. 
 (f) Role of L/C Issuer. Each
Lender and Borrower agree that, in paying any drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any document (other than any sight draft, certificates and documents expressly required by the Letter of
Credit) or, so long as such document appeared to comply with the terms of the Letter of Credit, to ascertain or inquire as to the validity or accuracy of any such document or the authority of the Person executing or delivering any such document.
None of the L/C Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer shall be liable to any Lender for (i) any action taken or omitted in connection herewith at the
request or with the approval of Lenders or the Required Lenders, as applicable; (ii) any action taken or omitted in the absence of gross negligence or willful misconduct; or (iii) the due execution, effectiveness, validity or
enforceability of any document or instrument related to any Letter of Credit or Issuer Document. Borrower hereby assumes all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any Letter of Credit;
provided, however, that this assumption is not intended to, and shall not, preclude Borrower’s pursuing such rights and remedies as it may have against the beneficiary or transferee at law or under any other agreement. None of the
L/C Issuer, Agent, any of their respective Related Parties nor any correspondent, participant or assignee of the L/C Issuer, shall be liable or responsible for any of the matters described in clauses (i) through (v) of
Section 2.03(e); provided, however, that anything in such clauses to the contrary notwithstanding, Borrower may have a claim against the L/C Issuer, and the L/C Issuer may be liable to Borrower, to the extent, but only
to the extent, of any direct, as opposed to consequential or exemplary, damages suffered by Borrower which Borrower proves were caused by the L/C Issuer’s willful misconduct or gross negligence or the L/C Issuer’s willful or
grossly negligent failure to pay under any Letter of Credit after the presentation to it by the beneficiary of a sight draft and certificate(s) strictly complying with the terms and conditions of a Letter of Credit. In furtherance and not in
limitation of the foregoing, the L/C Issuer may, so long as such documents appeared to comply with the terms of the Letter of Credit, accept documents that appear on their face to be in order, without responsibility for further investigation,
regardless of any notice or information to the contrary, and, so long as the L/C Issuer is acting in good faith, the L/C Issuer shall not be responsible for the validity or sufficiency of any instrument transferring or assigning or purporting to
transfer or assign a Letter of Credit or the rights or benefits thereunder or proceeds thereof, in whole or in part, which may prove to be invalid or ineffective for any reason. 

  
 30 









 (g) Cash Collateral. Upon the request of Agent, (i) if
the L/C Issuer has honored any full or partial drawing request under any Letter of Credit and such drawing has resulted in an L/C Borrowing, or (ii) if, as of the L/C Expiration Date, any L/C Obligation for any reason
remains outstanding, Borrower shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C Obligations. Sections 2.05 and 8.02(c) set forth certain additional requirements to deliver Cash Collateral hereunder.
For purposes hereof, “Cash Collateralize” means to pledge and deposit with or deliver to Agent, for the benefit of the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit account balances
pursuant to documentation in form and substance reasonably satisfactory to Agent and the L/C Issuer (which documents are hereby consented to by Lenders). Derivatives of such term have corresponding meanings. Borrower hereby grants to Agent, for
the benefit of the L/C Issuer and Lenders, a security interest in all such cash, deposit accounts and all balances therein and all proceeds of the foregoing. Cash collateral shall be maintained in blocked, non-interest bearing deposit accounts
at Union Bank, N.A. 
 (h) Applicability of ISP and UCP. Unless otherwise expressly agreed by
the L/C Issuer and Borrower when a Letter of Credit is issued (including any such agreement applicable to an Existing Letter of Credit), (i) the rules of the ISP shall apply to each standby Letter of Credit, and (ii) the rules of the
Uniform Customs and Practice for Documentary Credits, as most recently published by the International Chamber of Commerce (the “ICC”) at the time of issuance shall apply to each commercial Letter of Credit. 

(i) L/C Fees. Borrower shall pay to Agent for the account of each Lender in accordance with its
Applicable Percentage an L/C fee (the “L/C Fee”) for each Letter of Credit equal to the Applicable Rate times the daily amount available to be drawn under such Letter of Credit. For purposes of computing the daily amount
available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. L/C Fees shall be (A) due and payable on the first Business Day after the end of each of March,
June, September and December, in respect of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on the
L/C Expiration Date and thereafter on demand and (B) computed on a quarterly basis in arrears. If there is any change in the Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of Credit shall be
computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary contained herein, upon the request of the Required Lenders, while any
Event of Default exists, all L/C Fees shall accrue at the Default Rate. 
 (j) Fronting Fee and
Documentary and Processing Charges Payable to L/C Issuer. Borrower shall pay directly to the L/C Issuer for its own account a fronting fee with respect to each Letter of Credit, at the rate per annum specified in the Agent Fee
Letter, computed on the daily amount available to be drawn under such Letter of Credit and on a quarterly basis in arrears. Such fronting fee shall be due and payable on the first Business Day after the end of each of March, June, September and
December, in respect 

  
 31 









 
of the most recently-ended quarterly period (or portion thereof, in the case of the first payment), commencing with the first such date to occur after the issuance of such Letter of Credit, on
the L/C Expiration Date and thereafter on demand. For purposes of computing the daily amount available to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with Section 1.06. In
addition, Borrower shall pay directly to the L/C Issuer for its own account the customary issuance, presentation, amendment and other processing fees, and other standard costs and charges, of the L/C Issuer relating to letters of credit as
from time to time in effect. Such individual customary fees and standard costs and charges are due and payable on demand and are nonrefundable. 
 (k) Conflict with Issuer Documents. In the event of any conflict between the terms hereof and the terms of any Issuer Documents, the terms hereof shall control. 

(l) Letters of Credit Issued for Subsidiaries. Notwithstanding that a Letter of Credit issued or outstanding
hereunder is in support of any obligations of, or is for the account of, a Subsidiary, Borrower shall be obligated to reimburse the L/C Issuer hereunder for any and all drawings under such Letter of Credit. Borrower hereby acknowledges that the
issuance of Letters of Credit for the account of Subsidiaries inures to the benefit of Borrower, and that Borrower’s business derives substantial benefits from the businesses of such Subsidiaries. 

2.04 Swing Line Loans. 
 (a) The Swing Line. Subject to the terms and conditions set forth herein, Swing Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this Section 2.04,
to consider in its sole and absolute discretion making loans (each such loan, a “Swing Line Loan”) to Borrower from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time
outstanding the amount of the Swing Line Sublimit, notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as
Swing Line Lender, may exceed the amount of such Lender’s Commitment; provided, however, that after giving effect to any Swing Line Loan, (i) the Total Outstandings shall not exceed the Aggregate Commitments, and
(ii) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Applicable Percentage of the Outstanding Amount of all L/C Obligations, plus such Lender’s Applicable Percentage of the
Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment. The Swing Line is a discretionary, uncommitted facility and Swing Line Lender may terminate or suspend the Swing Line at any time in its sole discretion upon
notice to Borrower which notice may be given by Swing Line Lender before or after Borrower requests a Swing Line Loan hereunder. Each Swing Line Loan shall be a Base Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be
deemed to, and hereby irrevocably and unconditionally agrees to, purchase from Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Applicable Percentage times the amount of such
Swing Line Loan. 

  
 32 









 (b) Borrowing Procedures. Unless the Swing Line has been
terminated or suspended by the Swing Line Lender as provided in subsection (a) above, each Swing Line Borrowing shall be made upon Borrower’s irrevocable notice to Swing Line Lender and Agent, which may be given by telephone. Each such
notice must be received by Swing Line Lender and Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify (i) the amount to be borrowed, which shall be a minimum of Five Hundred Thousand Dollars ($500,000),
and (ii) the requested borrowing date, which shall be a Business Day. Each such telephonic notice must be confirmed promptly by delivery to Swing Line Lender and Agent of a written Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of Borrower. Promptly after receipt by Swing Line Lender of any telephonic Swing Line Loan Notice, Swing Line Lender will confirm with Agent (by telephone or in writing) that Agent has also received such Swing Line Loan Notice
and, if not, Swing Line Lender will notify Agent (by telephone or in writing) of the contents thereof. Unless (x) the Swing Line has been terminated or suspended by the Swing Line Lender as provided in subsection (a) above, or (y) the
Swing Line Lender has received notice (by telephone or in writing) from Agent (including at the request of any Lender) prior to 2:00 p.m. on the date of the proposed Swing Line Borrowing (A) directing Swing Line Lender not to make such
Swing Line Loan as a result of the limitations set forth in the proviso to the first sentence of Section 2.04(a), or (B) that one or more of the applicable conditions specified in Article IV is not then satisfied, then, subject to the
terms and conditions hereof, Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line Loan Notice, make the amount of its Swing Line Loan available to Borrower at its office by crediting the account of
Borrower on the books of Swing Line Lender in immediately available funds. Lenders agree that Swing Line Lender may agree to modify the borrowing procedures used in connection with the Swing Line in its discretion and without affecting any of the
obligations of Lenders hereunder other than notifying Agent of a Swing Line Loan Notice. 
 (c)
Refinancing of Swing Line Loans. 
 (i) Swing Line Lender at any time in its sole and absolute
discretion may request, on behalf of Borrower (which hereby irrevocably authorizes Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed Loan in an amount equal to such Lender’s Applicable Percentage of the
amount of Swing Line Loans then outstanding. Such request shall be made in writing (which written request shall be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the requirements of Section 2.02, without regard
to the minimum and multiples specified therein for the principal amount of Base Rate Loans, but subject to the unutilized portion of the Aggregate Commitments and the conditions set forth in Section 4.02. Swing Line Lender shall furnish
Borrower with a copy of the applicable Committed Loan Notice promptly after delivering such notice to Agent. Each Lender shall make an amount equal to its Applicable Percentage of the amount specified in such Committed Loan Notice available to Agent
in immediately available funds for the account of Swing Line Lender at the Administrative Agent’s Office not later than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon,


  
 33 









 
subject to Section 2.04(c)(ii), each Lender that so makes funds available shall be deemed to have made a Base Rate Committed Loan to Borrower in such amount. Agent shall remit the funds so
received to Swing Line Lender. 
 (ii) If for any reason any Swing Line Loan cannot be refinanced by such a
Committed Borrowing in accordance with Section 2.04(c)(i), the request for Base Rate Committed Loans submitted by Swing Line Lender as set forth herein shall be deemed to be a request by Swing Line Lender that each of the Lenders fund its risk
participation in the relevant Swing Line Loan and each Lender’s payment to Agent for the account of Swing Line Lender pursuant to Section 2.04(c)(i) shall be deemed payment in respect of such participation. 

(iii) If any Lender fails to make available to Agent for the account of Swing Line Lender any amount required to be paid
by such Lender pursuant to the foregoing provisions of this Section 2.04(c) by the time specified in Section 2.04(c)(i), Swing Line Lender shall be entitled to recover from such Lender (acting through Agent), on demand, such amount with
interest thereon for the period from the date such payment is required to the date on which such payment is immediately available to Swing Line Lender at a rate per annum equal to the greater of the Federal Funds Rate and a rate determined by Swing
Line Lender in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Swing Line Lender in connection with the foregoing. If such Lender pays such amount
(with interest and fees as aforesaid), the amount so paid shall constitute such Lender’s Committed Loan included in the relevant Committed Borrowing or funded participation in the relevant Swing Line Loan, as the case may be. A certificate of
Swing Line Lender submitted to any Lender (through Agent) with respect to any amounts owing under this clause (iii) shall be conclusive absent manifest error. 

(iv) Each Lender’s obligation to make Committed Loans or to purchase and fund risk participations in Swing Line Loans
pursuant to this Section 2.04(c) shall be absolute and unconditional and shall not be affected by any circumstance, including (A) any setoff, counterclaim, recoupment, defense or other right which such Lender may have against Swing Line
Lender, Borrower or any other Person for any reason whatsoever, (B) the occurrence or continuance of a Default, or (C) any other occurrence, event or condition, whether or not similar to any of the foregoing; provided,
however, that each Lender’s obligation to make Committed Loans pursuant to this Section 2.04(c) is subject to the conditions set forth in Section 4.02. No such funding of risk participations shall relieve or otherwise impair
the obligation of Borrower to repay Swing Line Loans, together with interest as provided herein. 
 (d)
Repayment of Participations. 
 (i) At any time after any Lender has purchased and funded a risk
participation in a Swing Line Loan, if Swing Line Lender receives any payment on account of such Swing Line Loan, Swing Line Lender will distribute to such Lender its Applicable Percentage thereof in the same funds as those received by Swing Line
Lender. 

  
 34 









 (ii) If any payment received by Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by Swing Line Lender under any of the circumstances described in Section 10.05 (including pursuant to any settlement entered into by Swing Line Lender in its discretion), each Lender
shall pay to Swing Line Lender its Applicable Percentage thereof on demand of Agent, plus interest thereon from the date of such demand to the date such amount is returned, at a rate per annum equal to the Federal Funds Rate. Agent will make such
demand upon the request of Swing Line Lender. The obligations of Lenders under this clause shall survive the payment in full of the Obligations and the termination of this Agreement. 

(e) Interest for Account of Swing Line Lender. Swing Line Lender shall be responsible for invoicing Borrower
for interest on the Swing Line Loans. Until each Lender funds its Base Rate Committed Loan or risk participation pursuant to this Section 2.04 to refinance such Lender’s Applicable Percentage of any Swing Line Loan, interest in respect of
such Applicable Percentage shall be solely for the account of Swing Line Lender. 
 (f) Payments Directly
to Swing Line Lender. Borrower shall make all payments of principal and interest in respect of the Swing Line Loans directly to Swing Line Lender. 
 2.05 Prepayments. 
 (a) Borrower may, upon notice to
Agent, at any time or from time to time voluntarily prepay Committed Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Agent not later than 11:00 a.m. (A) three (3) Business
Days prior to any date of prepayment of Eurodollar Rate Loans and (B) on the date of prepayment of Base Rate Committed Loans; (ii) any prepayment of Eurodollar Rate Loans shall be in a principal amount of Five Million
Dollars ($5,000,000) or a whole multiple of One Million Dollars ($1,000,000) in excess thereof; and (iii) any prepayment of Base Rate Committed Loans shall be in a principal amount of One Million Dollars ($1,000,000) or a whole
multiple of Five Hundred Thousand Dollars ($500,000) in excess thereof or, in each case, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of such prepayment and the Type(s) of
Committed Loans to be prepaid and, if Eurodollar Rate Loans are to be prepaid, the Interest Period(s) of such Loans. Agent will promptly notify each Lender of its receipt of each such notice, and of the amount of such Lender’s Applicable
Percentage of such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. Any prepayment of a Eurodollar Rate Loan
shall be accompanied by all accrued interest on the amount prepaid, together with any additional amounts required pursuant to Section 3.05. Each such prepayment shall be applied to the Committed Loans of Lenders in accordance with their
respective Applicable Percentages. 

  
 35 









 (b) Borrower may, upon notice to Swing Line Lender (with a copy to Agent),
at any time or from time to time, voluntarily prepay Swing Line Loans in whole or in part without premium or penalty; provided that (i) such notice must be received by Swing Line Lender and Agent not later than 1:00 p.m. on the date of the
prepayment, and (ii) any such prepayment shall be in a minimum principal amount of One Million Dollars ($1,000,000) or, if less, the entire principal amount thereof then outstanding. Each such notice shall specify the date and amount of
such prepayment. If such notice is given by Borrower, Borrower shall make such prepayment and the payment amount specified in such notice shall be due and payable on the date specified therein. 

(c) If for any reason the Total Outstandings at any time exceed the Aggregate Commitments then in effect, Borrower shall
immediately prepay Loans and/or Cash Collateralize the L/C Obligations in an aggregate amount equal to such excess; provided, however, that Borrower shall not be required to Cash Collateralize the L/C Obligations pursuant to this
Section 2.05(c) unless after the prepayment in full of the Loans the Total Outstandings exceed the Aggregate Commitments then in effect. 
 2.06 Termination or Reduction of Commitments; Increase of Commitment. 
 (a) Termination or Reduction of Commitments. Borrower may at any time and from time to time, without penalty or premium (except as provided in Article III and with respect to breakage of
Eurodollar Rate Loans), upon notice to Agent, terminate the Aggregate Commitments, or from time to time permanently reduce the Aggregate Commitments; provided that (i) any such notice shall be received by Agent not later than 11:00 a.m.
five (5) Business Days prior to the date of termination or reduction, (ii) any such partial reduction shall be in an aggregate amount of Five Million Dollars ($5,000,000) or any whole multiple of One Million Dollars ($1,000,000)
in excess thereof, (iii) Borrower shall not terminate or reduce the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments hereunder, the Total Outstandings would exceed the Aggregate Commitments, and
(iv) if, after giving effect to any reduction of the Aggregate Commitments, the L/C Sublimit or the Swing Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically reduced by the amount of such
excess. Agent will promptly notify the Lenders of any such notice of termination or reduction of the Aggregate Commitments. Any reduction of the Aggregate Commitments shall be applied to the Commitment of each Lender according to its Applicable
Percentage. All fees accrued until the effective date of any termination of the Aggregate Commitments shall be paid on the effective date of such termination. 
 (b) Increase of Commitment. 
 (i) If no
Default or Event of Default shall have occurred and be continuing, Borrower may at any time from time to time prior to the Maturity Date request no more than two (2) increases of the Commitment by notice to


  
 36 









 
Agent in writing of the amount of such proposed increase (each such notice, a “Commitment Increase Notice”); provided, however, that, (i) the aggregate amount of all such
increases shall not exceed One Hundred Million Dollars ($100,000,000); and (ii) any individual request for an increase shall be in the minimum amount of Twenty Five Million Dollars ($25,000,000). Any such Commitment Increase Notice
delivered with respect to any proposed increase in the Commitment may offer one or more Lenders an opportunity to subscribe for its Applicable Percentage (with respect to the existing Commitment (prior to such increase)) of the increased Commitment.
Agent shall promptly, and in any event within five (5) Business Days after receipt of a Commitment Increase Notice, notify each Lender of such request. Each Lender desiring to increase its Commitment shall notify Agent in writing no later than
ten (10) Business Days after receipt of notice from Agent. Any Lender that does not notify Agent within the time period specified above that it will increase its Commitment will be deemed to have rejected such offer. Any agreement by a Lender
to increase its Commitment shall be irrevocable. 
 (ii) If any proposed increase in the Commitment is not fully
subscribed by the existing Lenders pursuant to the procedure outlined in Section 2.06(b)(i), Borrower may, in its sole discretion, offer to any existing Lender or to one or more additional banks or financial institutions which is an Eligible
Assignee (each, a “New Lender”) the opportunity to participate in all or a portion of such unsubscribed portion of the increased Commitment, by notifying Agent. Promptly and in any event within five (5) Business Days after
receipt of notice from Borrower of its desire to offer such unsubscribed commitments to certain existing Lenders or to any New Lender identified therein, Agent shall notify such proposed lenders of the opportunity to participate in all or a portion
of such unsubscribed portion of the increased Commitment. 
 (iii) Any New Lender which accepts Borrower’s
offer to participate in the increased Commitment shall execute and deliver to Agent and Borrower a New Lender Addendum, and upon the effectiveness of such New Lender Addendum such New Lender shall become a Lender for all purposes and to the same
extent as if originally a party hereto and shall be bound by and entitled to the benefits of this Agreement, and the signature pages hereof shall be deemed to be amended to add the name of such New Lender. 

On any date on which Commitments are increased, subject to the satisfaction of the foregoing terms and conditions, (A) each of the
existing Lenders shall assign to each of the New Lenders, and each of the New Lenders shall purchase from each of the existing Lenders, as applicable, at the principal amount thereof (together with accrued interest), such interests in the Loans
outstanding on such date as shall be necessary in order that, after giving effect to all such assignments and purchases, such Loans will be held by existing Lenders and New Lenders ratably in accordance with their Commitments after giving effect to
the addition of such new Commitments to the total Commitments hereunder, (B) each new Commitment shall be deemed for all purposes a “Commitment” and each Loan made thereunder shall be deemed, for all purposes, a “Loan”,
(C) each New Lender shall become a “Lender” with respect to the new 

  
 37 









 
Commitment and all matters relating thereto and (D) and Borrower shall compensate each Lender who shall have assigned any portion of any Eurodollar Rate Loans previously held by such Lender
compensation in the amount that would have been payable to such Lender under Section 3.05 hereof had Borrower made a prepayment of such Eurodollar Rate Loans by an amount equal to such assigned portion thereof. Upon any increase in the
Commitment pursuant to this Section 2.06, Schedule 2.01 shall be deemed amended to reflect such new Commitment and the Applicable Percentage of each Lender (including any New Lender), as thereby increased or decreased, as appropriate.

 2.07 Repayment of Loans. 

(a) Borrower shall repay to Lenders on the Maturity Date the aggregate principal amount of Committed Loans outstanding on
such date. 
 (b) Borrower shall repay to Swing Line Lender each Swing Line Loan on the Maturity Date.

 2.08 Interest. 
 (a) Subject to the provisions of subsection (b) below, (i) each Eurodollar Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period at a rate per annum
equal to the Eurodollar Rate for such Interest Period plus the Applicable Rate; (ii) each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum
equal to the Base Rate plus the Applicable Rate; and (iii) each Swing Line Loan shall bear interest on the outstanding principal amount thereof from the applicable borrowing date at a rate per annum equal to the Base Rate plus the
Applicable Rate. 
 (b)(i) If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such amount shall thereafter bear interest at a fluctuating interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by
applicable Laws. 
 (ii) If any amount (other than principal of any Loan) payable by Borrower under any Loan
Document is not paid when due (after giving effect to any applicable grace periods), whether at stated maturity, by acceleration or otherwise, then upon the request of the Required Lenders, such amount shall thereafter bear interest at a fluctuating
interest rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 
 (iii) Upon the request of the Required Lenders, while any Event of Default exists, Borrower shall pay interest on the principal amount of all outstanding Obligations hereunder at a fluctuating interest
rate per annum at all times equal to the Default Rate to the fullest extent permitted by applicable Laws. 

  
 38 









 (iv) Accrued and unpaid interest on past due amounts (subject to any
applicable grace periods) (including interest on past due interest) shall be due and payable upon demand. 
 (c)
Interest on each Loan shall be due and payable in arrears on each Interest Payment Date applicable thereto and at such other times as may be specified herein. Interest hereunder shall be due and payable in accordance with the terms hereof before and
after judgment, and before and after the commencement of any proceeding under any Debtor Relief Law. 
 2.09
Fees. In addition to certain fees described in subsections (i) and (j) of Section 2.03: 
 (a) Commitment Fee. Borrower shall pay to Agent for the account of each Lender in accordance with its Applicable Percentage, a commitment fee equal to the Applicable Rate times the
actual daily amount by which the Aggregate Commitments exceed the sum of (i) the Outstanding Amount of Committed Loans and (ii) the Outstanding Amount of L/C Obligations. The commitment fee shall accrue at all times during the
Availability Period, including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the first Business Day of each of March, June, September and December,
commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period. The commitment fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter,
the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect. For purposes of computing the commitment fee, Swing Line Loans shall not be
counted towards or considered usage of the Aggregate Commitments. 
 (b) Agent’s Fees.
Borrower shall pay to Agent for Agent’s own account, fees in the amounts and at the times specified in the letter agreement, dated October 28, 2010 (the “Agent Fee Letter”), between Borrower and Agent. Such fees shall be
fully earned when paid and shall be nonrefundable for any reason whatsoever. 
 (c) Lenders’ Upfront
Fee. On the Closing Date, Borrower shall pay to Agent, for the account of each Lender in accordance with their respective Commitment amounts, an upfront fee in an amount equal to the respective percentage of such Commitment, as set forth in
the following chart: 
  

			
	Commitment Amount	  	Upfront Fee
	 3 $50,000,000
	  	.375%
	 3 $25,000,000 but <
$50,000,000
	  	.25%
	 < $25,000,000
	  	.15%

 Such upfront fees are for the credit
facilities committed by Lenders under this Agreement and are fully earned on the date paid. The upfront fee paid to each Lender is solely for its own account and is nonrefundable for any reason whatsoever. 

  
 39 









 2.10 Computation of Interest and Fees; Retroactive Adjustments of Applicable
Rate. 
 (a) All computations of interest for Base Rate Loans when the Base Rate is determined by
Union Bank, N.A.’s “prime rate” shall be made on the basis of a year of 365 or 366 days, as the case may be, and actual days elapsed. All other computations of fees and interest shall be made on the basis of a 360-day
year and actual days elapsed (which results in more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year). Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is paid, provided that any Loan that is repaid on the same day on which it is made shall, subject to Section 2.12(a), bear interest for one (1) day. Each
determination by Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error. 
 (b) If, as a result of any restatement of or other adjustment to the financial statements of Borrower or for any other reason, Borrower or the Lenders determine that (i) the Financial Covenant used
in the definition “Applicable Rate” as calculated by Borrower as of any applicable date was inaccurate and (ii) a proper calculation of such Financial Covenant would have resulted in higher pricing for such period, Borrower shall
immediately and retroactively be obligated to pay to Agent for the account of the applicable Lenders or the L/C Issuer, as the case may be, promptly on demand by Agent (or, after the occurrence of an actual or deemed entry of an order for
relief with respect to Borrower under the Bankruptcy Code of the United States, automatically and without further action by Agent, any Lender or the L/C Issuer), an amount equal to the excess of the amount of interest and fees that should have
been paid for such period over the amount of interest and fees actually paid for such period. This paragraph shall not limit the rights of Agent, any Lender or the L/C Issuer, as the case may be, under Section 2.03(c)(iii), 2.03(i) or
2.08(b) or under Article VIII. Borrower’s obligations under this paragraph shall survive for a one-year period following the termination of the Aggregate Commitments and the repayment of all other Obligations hereunder. 

2.11 Evidence of Debt. 
 (a) The Credit Extensions made by each Lender shall be evidenced by one or more accounts or records maintained by such Lender and by Agent in the ordinary course of business. The accounts or records
maintained by Agent and each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made by Lenders to Borrower and the interest and payments thereon. Any failure to so record or any error in doing so shall not,
however, limit or otherwise affect the obligation of Borrower hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict between the accounts and records maintained by any Lender and the accounts and records of
Agent in respect of such matters, the accounts and records of Agent shall control in the absence of manifest error. Upon the request of any Lender made through Agent, Borrower shall execute and deliver to such Lender (through Agent) a Note, which
shall evidence such Lender’s Loans in addition to such accounts or records. Each Lender may attach schedules to its Note and endorse thereon the date, Type (if applicable), amount and maturity of its Loans and payments with respect thereto.


  
 40 









 (b) In addition to the accounts and records referred to in
subsection (a), each Lender and Agent shall maintain in accordance with its usual practice accounts or records evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing Line Loans. In the event of any
conflict between the accounts and records maintained by Agent and the accounts and records of any Lender in respect of such matters, the accounts and records of Agent shall control in the absence of manifest error. 

2.12 Payments Generally; Agent’s Clawback. 

(a)(i) General. All payments to be made by Borrower shall be made without condition or deduction for any
counterclaim, defense, recoupment or setoff. Except as otherwise expressly provided herein, all payments by Borrower hereunder shall be made to Agent, for the account of the respective Lenders to which such payment is owed, at the Administrative
Agent’s Office in Dollars and in immediately available funds not later than 12:00 noon on the date specified herein. Agent will promptly distribute to each Lender its Applicable Percentage (or other applicable share as provided herein) of
such payment in like funds as received by wire transfer to such Lender’s Lending Office. All payments received by Agent after 12:00 noon shall be deemed received on the next succeeding Business Day and any applicable interest or fee shall
continue to accrue. If any payment to be made by Borrower shall come due on a day other than a Business Day, payment shall be made on the next succeeding Business Day, and such extension of time shall be reflected in computing interest or fees, as
the case may be. 
 (ii) On each date when the payment of any principal, interest or fees are due hereunder or
under any Note, Borrower agrees to maintain on deposit in an ordinary checking account maintained by Borrower with Agent (as such account shall be designated by Borrower in a written notice to Agent from time to time, the “Borrower
Account”) an amount sufficient to pay such principal, interest or fees in full on such date. Borrower hereby authorizes Agent (A) to deduct automatically all principal, interest or fees when due hereunder or under any Note from Borrower
Account, and (B) if and to the extent any payment of principal, interest or fees under this Agreement or any Note is not made when due to deduct any such amount from any or all of the accounts of Borrower maintained at Agent. Agent agrees to
provide written notice to Borrower of any automatic deduction made pursuant to this Section 2.12(a)(ii) showing in reasonable detail the amounts of such deduction. Lenders agree to reimburse Borrower based on their Applicable Percentage for any
amounts deducted from such accounts in excess of amount due hereunder and under any other Loan Documents. 

(b)(i) Funding by Lenders; Presumption by Agent. Unless Agent shall have received notice from a Lender prior
to the proposed date of any Committed Borrowing of Eurodollar Rate Loans (or, in the case of any Committed Borrowing of Base Rate Loans, prior to 12:00 noon on the date of such Committed Borrowing) that such Lender will not make available to
Agent such Lender’s share of such Committed 

  
 41 









 
Borrowing, Agent may assume that such Lender has made such share available on such date in accordance with Section 2.02 (or, in the case of a Committed Borrowing of Base Rate Loans, that
such Lender has made such share available in accordance with and at the time required by Section 2.02) and may, in reliance upon such assumption, make available to Borrower a corresponding amount. In such event, if a Lender has not in fact made
its share of the applicable Committed Borrowing available to Agent, then the applicable Lender and Borrower severally agree to pay to Agent forthwith on demand such corresponding amount in immediately available funds with interest thereon, for each
day from and including the date such amount is made available to Borrower to but excluding the date of payment to Agent, at (A) in the case of a payment to be made by such Lender, the greater of the Federal Funds Rate and a rate determined by
Agent in accordance with banking industry rules on interbank compensation, plus any administrative, processing or similar fees customarily charged by Agent in connection with the foregoing and (B) in the case of a payment to be made by
Borrower, the interest rate applicable to Base Rate Loans. If Borrower and such Lender shall pay such interest to Agent for the same or an overlapping period, Agent shall promptly remit to Borrower the amount of such interest paid by Borrower for
such period. If such Lender pays its share of the applicable Committed Borrowing to Agent, then the amount so paid shall constitute such Lender’s Committed Loan included in such Committed Borrowing. Any payment by Borrower shall be without
prejudice to any claim Borrower may have against a Lender that shall have failed to make such payment to Agent. 

(ii) Payments by Borrower; Presumptions by Agent. Unless Agent shall have received notice from Borrower
prior to the date on which any payment is due to Agent for the account of the Lenders or the L/C Issuer hereunder that Borrower will not make such payment, Agent may assume that Borrower has made such payment on such date in accordance herewith
and may, in reliance upon such assumption, distribute to Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if Borrower has not in fact made such payment, then each of Lenders or the L/C Issuer, as the case may
be, severally agrees to repay to Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to
it to but excluding the date of payment to Agent, at the greater of the Federal Funds Rate and a rate determined by Agent in accordance with banking industry rules on interbank compensation. A notice of Agent to any Lender or Borrower with respect
to any amount owing under this subsection (b) shall be conclusive, absent manifest error. 
 (c)
Failure to Satisfy Conditions Precedent. If any Lender makes available to Agent funds for any Loan to be made by such Lender as provided in the foregoing provisions of this Article II, and such funds are not made available to
Borrower by Agent because the conditions to the applicable Credit Extension set forth in Article IV are not satisfied or waived in accordance with the terms hereof, Agent shall return such funds (in like funds as received from such Lender) to
such Lender, without interest. 

  
 42 









 (d) Obligations of Lenders Several. The obligations of Lenders
hereunder to make Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make payments under Section 10.04(c) are several and not joint. The failure of any Lender to make any Committed Loan, to fund any such
participation or to make any payment under Section 10.04(c) on any date required hereunder shall not relieve any other Lender of its corresponding obligation to do so on such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan, purchase its participation or to make its payment under Section 10.04(c). 
 (e) Funding Source. Nothing herein shall be deemed to obligate any Lender to obtain the funds for any Loan in any particular place or manner or to constitute a representation by any Lender
that it has obtained or will obtain the funds for any Loan in any particular place or manner. 
 2.13 Sharing of
Payments. If any Lender shall, by exercising any right of setoff or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of the Committed Loans made by it, or the participations in
L/C Obligations or in Swing Line Loans held by it resulting in such Lender’s receiving payment of a proportion of the aggregate amount of such Committed Loans or participations and accrued interest thereon greater than its pro rata share
thereof as provided herein, then the Lender receiving such greater proportion shall (a) notify Agent of such fact, and (b) purchase (for cash at face value) participations in the Committed Loans and subparticipations in
L/C Obligations and Swing Line Loans of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Committed Loans and other amounts owing them, provided that: 
 (i) if any such participations or subparticipations are purchased and all or any portion of the payment giving rise thereto is recovered, such participations or subparticipations shall be rescinded and
the purchase price restored to the extent of such recovery, without interest; and 
 (ii) the provisions of this
Section shall not be construed to apply to (x) any payment made by Borrower pursuant to and in accordance with the express terms of this Agreement or (y) any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing Line Loans to any assignee or participant, other than to Borrower or any Subsidiary thereof (as to which the provisions of this Section shall apply).

 Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so under applicable law, that any Lender acquiring
a participation pursuant to the foregoing arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to such participation as fully as if such Lender were a direct creditor of such Loan Party in the amount of
such participation. 
 2.14 Replacement of Lenders. If (1) Borrower receive a statement of amounts due
pursuant to Section 3.01, 3.04 or 3.05 from a Lender, (2) a Lender becomes a Defaulting Lender, (3) a Lender (a “Non-Consenting Lender”) refuses to consent to an amendment, modification or


  
 43 









 
waiver of this Agreement that, pursuant to Section 10.01, requires consent of one hundred percent (100%) of the Lenders or one hundred percent (100%) of the Lenders with
Obligations directly affected or (4) a Lender makes a determination pursuant to Section 3.02 (any such Lender, a “Subject Lender”), so long as (a) no Default shall have occurred and be continuing and Borrower has
obtained a commitment from another Lender or an Eligible Assignee to purchase at par the Subject Lender’s Loans and assume the Subject Lender’s Commitments and all other obligations of the Subject Lender hereunder, and (b) the Subject
Lender is not the L/C Issuer with respect to any Letters of Credit outstanding (unless all such Letters of Credit are terminated or arrangements acceptable to the L/C Issuer (such as a “back-to-back” letter of credit) are made), then, upon
ten (10) days’ prior written notice to the Subject Lender and Agent, Borrower may require the Subject Lender to assign all of its Loans and Commitments to such other Lender, Lenders, Eligible Assignee or Eligible Assignees pursuant to the
provisions of Section 10.06(b); provided, that, prior to or concurrently with such replacement, (i) the Subject Lender shall have received payment in full of all principal, interest, fees and other amounts (including all amounts under
Sections 3.01, 3.04 or 3.05 (if applicable)) through such date of replacement and a release from its obligations under the Loan Documents, (ii) the processing fee required to be paid by Section 10.06(b) shall have been paid to Agent,
(iii) all of the requirements for such assignment contained in Section 10.06(b), including the consent of Agent (if required) and the receipt by Agent of an executed Assignment and Assumption executed by the assignee (Agent being hereby
authorized to execute any Assignment and Assumption on behalf of a Subject Lender relating to the assignment of Loans and/or Commitments of such Subject Lender) and other supporting documents, have been fulfilled, and (iv) in the event such
Subject Lender is a Non-Consenting Lender, each assignee shall consent, at the time of such assignment, to each matter in respect of which such Subject Lender was a Non-Consenting Lender. 

ARTICLE III 
 TAXES, YIELD PROTECTION AND ILLEGALITY 
 3.01
Taxes. 
 (a) Payments Free of Taxes; Obligation to Withhold; Payments on Account of
Taxes. (i) Any and all payments by Borrower to or on account of any obligation of Borrower hereunder or under any other Loan Document shall to the extent permitted by applicable Laws be made free and clear of and without reduction or
withholding for any Taxes. If, however, applicable Laws require Borrower or Agent to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with such Laws as determined by Borrower or Agent, as the case may be, upon the
basis of the information and documentation to be delivered pursuant to subsection (e) below. 
 (ii) If
Borrower or Agent shall be required by Law to withhold or deduct any Taxes, including both United States Federal backup withholding and withholding taxes, from any payment, then (A) Agent shall withhold or make such deductions as are determined
by Agent to be required based upon the information and documentation it has received pursuant to subsection (e) below, (B) Agent shall timely pay the full amount withheld or deducted to the relevant


  
 44 









 
Governmental Authority in accordance with the Code, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by
Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions applicable to additional sums payable under this Section), Agent, Lender or L/C Issuer, as the case
may be, receives an amount equal to the sum it would have received had no such withholding or deduction been made. 
 (b) Payment of Other Taxes by Borrower. Without limiting the provisions of subsection (a) above, Borrower shall timely pay any Other Taxes to the relevant Governmental Authority in
accordance with applicable Laws. 
 (c) Tax Indemnifications. (i) Without limiting the
provisions of subsection (a) or (b) above, Borrower shall, and does hereby, indemnify Agent, each Lender and the L/C Issuer, and shall make payment in respect thereof within ten (10) days after demand therefor, for the full
amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) withheld or deducted by Borrower or Agent or paid by Agent, such Lender or the
L/C Issuer, as the case may be, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. Borrower shall also, and does hereby, indemnify Agent, and shall make payment in respect thereof within ten (10) days after demand therefor, for any amount which a Lender or the L/C Issuer for any reason fails to
pay indefeasibly to Agent as required by clause (ii) of this subsection. A certificate as to the amount of any such payment or liability delivered to Borrower by a Lender or the L/C Issuer (with a copy to Agent), or by Agent on its own
behalf or on behalf of a Lender or the L/C Issuer, shall be conclusive absent manifest error. 
 (ii)
Without limiting the provisions of subsection (a) or (b) above, each Lender and the L/C Issuer shall, and does hereby, indemnify Borrower and Agent, and shall make payment in respect thereof within ten (10) days after demand
therefor, against any and all Taxes and any and all related losses, claims, liabilities, penalties, interest and expenses (including the fees, charges and disbursements of any counsel for Borrower or Agent) incurred by or asserted against Borrower
or Agent by any Governmental Authority as a result of the failure by such Lender or the L/C Issuer, as the case may be, to deliver, or as a result of the inaccuracy, inadequacy or deficiency of, any documentation required to be delivered by
such Lender or the L/C Issuer, as the case may be, to Borrower or Agent pursuant to subsection (e). Each Lender and the L/C Issuer hereby authorizes Agent to set off and apply any and all amounts at any time owing to such Lender or
the L/C Issuer, as the case may be, under this Agreement or any other Loan Document against any amount due to Agent under this clause (ii). The agreements in this clause (ii) shall survive the resignation and/or replacement of Agent,
any assignment of rights by, or the replacement of, a Lender or the L/C Issuer, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all other Obligations. 

  
 45 









 (d) Evidence of Payments. Upon request by Borrower or Agent,
as the case may be, after any payment of Taxes by Borrower or by Agent to a Governmental Authority as provided in this Section 3.01, Borrower shall deliver to Agent or Agent shall deliver to Borrower, as the case may be, the original or a
certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Laws to report such payment or other evidence of such payment reasonably satisfactory to Borrower or Agent, as the case may
be. 
 (e) Status of Lenders. (i) Each Lender shall deliver to Borrower and to Agent, at the
time or times prescribed by applicable Laws or when reasonably requested by Borrower or Agent, such properly completed and executed documentation prescribed by applicable Laws or by the taxing authorities of any jurisdiction and such other
reasonably requested information as will permit Borrower or Agent, as the case may be, to determine (A) whether or not payments made hereunder or under any other Loan Document are subject to Taxes, (B) if applicable, the required rate of
withholding or deduction, and (C) such Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by Borrower pursuant to this Agreement or otherwise to
establish such Lender’s status for withholding tax purposes in the applicable jurisdiction. 
 (ii) Without
limiting the generality of the foregoing, if Borrower is resident for tax purposes in the United States, 
 (A)
any Lender that is a “United States person” within the meaning of Section 7701(a)(30) of the Code shall deliver to Borrower and Agent executed originals of Internal Revenue Service Form W-9 or such other documentation or information
prescribed by applicable Laws or reasonably requested by Borrower or Agent as will enable Borrower or Agent, as the case may be, to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and

 (B) each Foreign Lender that is entitled under the Code or any applicable treaty to an exemption from or
reduction of withholding tax with respect to payments hereunder or under any other Loan Document shall deliver to Borrower and Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on which such Foreign
Lender becomes a Lender under this Agreement (and from time to time thereafter upon the request of Borrower or Agent, but only if such Foreign Lender is legally entitled to do so), whichever of the following is applicable: 

(I) executed originals of Internal Revenue Service Form W-8BEN claiming eligibility for benefits of an income tax treaty
to which the United States is a party, 
 (II) executed originals of Internal Revenue Service Form W-8ECI,


  
 46 









 (III) executed originals of Internal Revenue Service Form W-8IMY and all
required supporting documentation, 
 (IV) in the case of a Foreign Lender claiming the benefits of the
exemption for portfolio interest under section 881(c) of the Code, (x) a certificate to the effect that such Foreign Lender is not (A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a
“10 percent shareholder” of Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in Section 881(c)(3)(C) of the Code and (y) executed originals
of Internal Revenue Service Form W-8BEN, or 
 (V) executed originals of any other form prescribed by applicable
Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by applicable Laws to permit Borrower or Agent to determine the withholding or
deduction required to be made. 
 (iii) Each Lender shall promptly (A) notify Borrower and Agent of any
change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) take such steps as shall not be materially disadvantageous to it, in the reasonable judgment of such Lender, and as may be reasonably
necessary (including the re-designation of its Lending Office) to avoid any requirement of applicable Laws of any jurisdiction that Borrower or Agent make any withholding or deduction for taxes from amounts payable to such Lender. 

(f) Treatment of Certain Refunds. Unless required by applicable Laws, at no time shall Agent have any
obligation to file for or otherwise pursue on behalf of a Lender or the L/C Issuer, or have any obligation to pay to any Lender or the L/C Issuer, any refund of Taxes withheld or deducted from funds paid for the account of such Lender or
the L/C Issuer, as the case may be. If Agent, any Lender or the L/C Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other Taxes as to which it has been indemnified by Borrower or with respect to
which Borrower has paid additional amounts pursuant to this Section, it shall pay to Borrower an amount equal to such refund (but only to the extent of indemnity payments made, or additional amounts paid, by Borrower under this Section with respect
to the Taxes or Other Taxes giving rise to such refund), net of all out-of-pocket expenses incurred by Agent, such Lender or the L/C Issuer, as the case may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), provided that Borrower, upon the request of Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to Borrower (plus any penalties, interest or other charges imposed by the
relevant Governmental Authority) to Agent, such Lender or the L/C Issuer in the event Agent, such Lender or the L/C Issuer is required to repay such refund to such Governmental Authority. This subsection shall not be construed to
require Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information relating to its taxes that it deems confidential) to Borrower or any other Person. 

  
 47 









 3.02 Illegality. If any Lender determines in good faith that any Law
has made it unlawful, or that any Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending Office to make, maintain or fund Eurodollar Rate Loans, or to determine or charge interest rates based upon the
Eurodollar Rate, or any Governmental Authority has imposed material restrictions on the authority of such Lender to purchase or sell, or to take deposits of, Dollars in the London interbank market, then, on notice thereof by such Lender to Borrower
through Agent, any obligation of such Lender to make or continue Eurodollar Rate Loans or to convert Base Rate Committed Loans to Eurodollar Rate Loans shall be suspended until such Lender notifies Agent and Borrower that the circumstances giving
rise to such determination no longer exist. Upon receipt of such notice, Borrower shall, upon demand from such Lender (with a copy to Agent), prepay or, if applicable, convert all Eurodollar Rate Loans of such Lender to Base Rate Loans, either on
the last day of the Interest Period therefor, if such Lender may lawfully continue to maintain such Eurodollar Rate Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such Eurodollar Rate Loans. Upon any such
prepayment or conversion, Borrower shall also pay accrued interest on the amount so prepaid or converted and all amounts due under Section 3.05 in accordance with the terms thereof due to such prepayment or conversion. 

3.03 Inability to Determine Rates. If Agent determines in connection with any request for a Eurodollar Rate Loan or
a conversion to or continuation thereof that (a) Dollar deposits are not being offered to banks in the London interbank eurodollar market for the applicable amount and Interest Period of such Eurodollar Rate Loan, (b) adequate and
reasonable means do not exist for determining the Eurodollar Base Rate for any requested Interest Period with respect to a proposed Eurodollar Rate Loan, or (c) the Eurodollar Base Rate for any requested Interest Period with respect to a
proposed Eurodollar Rate Loan does not adequately and fairly reflect the cost to such Lenders of funding such Loan, Agent will promptly so notify Borrower and each Lender. Thereafter, the obligation of Lenders to make or maintain Eurodollar Rate
Loans shall be suspended until Agent (upon the instruction of the Required Lenders) revokes such notice. Upon receipt of such notice, Borrower may revoke any pending request for a Borrowing of, conversion to or continuation of Eurodollar Rate Loans
or, failing that, will be deemed to have converted such request into a request for a Committed Borrowing of Base Rate Loans in the amount specified therein. 
 3.04 Increased Costs. 
 (a) Increased
Costs Generally. If any Change in Law shall: 
 (i) impose, modify or deem applicable any reserve,
special deposit, compulsory loan, insurance charge or similar requirement against assets of, deposits with or for the account of, or credit extended or participated in by, any Lender (except any reserve requirement reflected in the Eurodollar Rate)
or the L/C Issuer; 

  
 48 









 (ii) subject any Lender or the L/C Issuer to any tax of any kind
whatsoever with respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or any Eurodollar Rate Loan made by it, or change the basis of taxation of payments to such Lender or the L/C Issuer in respect thereof
(except for Indemnified Taxes or Other Taxes covered by Section 3.01 and the imposition of, or any change in the rate of, any Excluded Tax payable by such Lender or the L/C Issuer); or 

(iii) impose on any Lender or the L/C Issuer or the London interbank market any other condition, cost or expense
affecting this Agreement or Eurodollar Rate Loans made by such Lender or any Letter of Credit or participation therein; 
 and the result of any
of the foregoing shall be to increase the cost to such Lender of making or maintaining any Eurodollar Rate Loan (or of maintaining its obligation to make any such Loan), or to increase the cost to such Lender or the L/C Issuer of participating
in, issuing or maintaining any Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer hereunder (whether
of principal, interest or any other amount) then, upon request of such Lender or the L/C Issuer, Borrower will pay to such Lender or the L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or
the L/C Issuer, as the case may be, for such additional costs incurred or reduction suffered. 
 (b)
Capital Requirements. If any Lender or the L/C Issuer determines in good faith that any Change in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such Lender’s or the
L/C Issuer’s holding company, if any, regarding capital requirements has or would have the effect of reducing the rate of return on such Lender’s or the L/C Issuer’s capital or on the capital of such Lender’s or the
L/C Issuer’s holding company, if any, as a consequence of this Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of Credit held by, such Lender, or the Letters of Credit issued by the
L/C Issuer, to a level below that which such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s or the
L/C Issuer’s policies and the policies of such Lender’s or the L/C Issuer’s holding company with respect to capital adequacy), then from time to time Borrower will pay to such Lender or the L/C Issuer, as the case may
be, such additional amount or amounts as will compensate such Lender or the L/C Issuer or such Lender’s or the L/C Issuer’s holding company for any such reduction suffered. 

(c) Certificates for Reimbursement. A certificate of a Lender or the L/C Issuer setting forth the
amount or amounts necessary to compensate such Lender or the L/C Issuer or its holding company, as the case may be, as specified in subsection (a) or (b) of this Section and promptly delivered to Borrower shall be conclusive absent
manifest error. Borrower shall pay such Lender or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within ten (10) days after receipt thereof. 

  
 49 









 (d) Delay in Requests. Failure or delay on the part of any
Lender or the L/C Issuer to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a waiver of such Lender’s or the L/C Issuer’s right to demand such compensation, provided that Borrower
shall not be required to compensate a Lender or the L/C Issuer pursuant to the foregoing provisions of this Section for any increased costs incurred or reductions suffered more than six (6) months prior to the date that such Lender or the
L/C Issuer, as the case may be, notifies Borrower of the Change in Law giving rise to such increased costs or reductions and of such Lender’s or the L/C Issuer’s intention to claim compensation therefor (except that, if the
Change in Law giving rise to such increased costs or reductions is retroactive, then the six (6) month period referred to above shall be extended to include the period of retroactive effect thereof). 

3.05 Compensation for Losses. Upon demand of any Lender (with a copy to Agent) from time to time, Borrower shall
promptly compensate such Lender for and hold such Lender harmless from any loss, cost or expense incurred by it as a result of: 
 (a) any continuation, conversion, payment or prepayment of any Loan other than a Base Rate Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary, mandatory,
automatic, by reason of acceleration, or otherwise); or 
 (b) any failure by Borrower (for a reason other than
the failure of such Lender to make a Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in the amount notified by Borrower; 
 including any loss of anticipated profits and any loss or expense arising from the liquidation or reemployment of funds obtained by it to maintain such Loan or from fees payable to terminate the deposits
from which such funds were obtained. Borrower shall also pay any customary administrative fees charged by such Lender in connection with the foregoing. For purposes of calculating amounts payable by Borrower to Lenders under this Section 3.05,
each Lender shall be deemed to have funded each Eurodollar Rate Loan made by it at the Eurodollar Base Rate used in determining the Eurodollar Rate for such Loan by a matching deposit or other borrowing in the London interbank eurodollar market for
a comparable amount and for a comparable period, whether or not such Eurodollar Rate Loan was in fact so funded. 
 3.06
Mitigation Obligations. If any Lender requests compensation under Section 3.04, or if Borrower is required to pay any additional amount to any Lender, the L/C Issuer or any Governmental Authority for the account of any
Lender, the L/C Issuer, pursuant to Section 3.01, or if any Lender gives a notice pursuant to Section 3.02, then such Lender or the L/C Issuer shall, as applicable, use reasonable efforts to designate a different Lending Office
for funding or booking its Loans hereunder or to assign its rights and obligations hereunder to another of its offices, branches or affiliates, if, in the judgment of such Lender or the L/C Issuer, such designation or assignment (a) would
eliminate or reduce amounts payable pursuant to Section 3.01 or 3.04, as the case may be, in the future, or eliminate the need for the notice pursuant to Section 3.02, as applicable, and (b) in each case, would not subject such Lender
or the L/C Issuer, as the case may be, to any unreimbursed cost or expense and would not otherwise be disadvantageous to such Lender or the L/C Issuer, as the case may be. Borrower hereby agrees to pay all reasonable costs and expenses
incurred by any Lender or the L/C Issuer in connection with any such designation or assignment. 

  
 50 









 3.07 Survival. All of Borrower’s obligations under this
Article III shall survive for a one-year period following termination of the Aggregate Commitments, and repayment of all other Obligations hereunder and resignation of Agent. 

ARTICLE IV 
 CONDITIONS PRECEDENT TO CREDIT EXTENSIONS 
 4.01 Conditions of
Initial Credit Extension. The obligation of the L/C Issuer and each Lender to make its initial Credit Extension hereunder is subject to satisfaction of the following conditions precedent: 

(a) Agent’s receipt of the following, each of which shall be originals or telecopies or in electronic format
(followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the
Closing Date) and each in form and substance reasonably satisfactory to Agent and each of the Lenders: 
 (i)
executed counterparts of this Agreement, all Collateral Documents and the Guaranty, sufficient in number for distribution to Agent, each Lender and Borrower; 
 (ii) a Note executed by Borrower in favor of each Lender requesting a Note; 
 (iii) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as Agent may reasonably require evidencing the
identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party; 

(iv) such documents and certifications as Agent may reasonably require to evidence that each Loan Party is duly organized
or formed, and that each Loan Party is validly existing, in good standing and qualified to engage in business in each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification,
except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; 

(v) a favorable opinion of counsel to the Loan Parties reasonably acceptable to Agent addressed to Agent and each Lender,
as to the matters set forth concerning the Loan Parties and the Loan Documents in form and substance reasonably satisfactory to Agent; 

  
 51 









 (vi) a certificate of a Responsible Officer of each Loan Party either
(A) attaching copies of all material consents, licenses and approvals required in connection with the execution, delivery and performance by such Loan Party and the validity against such Loan Party of the Loan Documents to which it is a party,
and such consents, licenses and approvals shall be in full force and effect, or (B) stating that no such consents, licenses or approvals are so required; 
 (vii) a certificate signed by a Responsible Officer of Borrower certifying (A) that the conditions specified in Sections 4.02(a) and (b) have been satisfied, (B) that there has been no
event or circumstance since the date of the Audited Financial Statements that has had or could be reasonably expected to have, either individually or in the aggregate, a Material Adverse Effect, and (C) after giving effect to this Agreement and
the other Loan Documents (including after giving effect to the initial Loans under this Agreement), Borrower will be Solvent; 
 (viii) evidence that all insurance required to be maintained pursuant to the Loan Documents has been obtained and is in effect; 

(ix) a duly completed Compliance Certificate as of the last day of the fiscal quarter of Borrower ended September 30,
2010, signed by a Responsible Officer of Borrower; 
 (x) evidence that all commitments under (i) that
certain Second Amended and Restated Loan Agreement dated as of March 1, 2006 among ResMed Corp., ResMed EAP Holdings Inc., ResMed Motor Technologies Inc., as borrowers, Borrower, as guarantor, and Union Bank, N.A., as agent and lender; and
(ii) that certain Syndicated Facility Agreement dated as of June 8, 2006 among ResMed Limited, as borrower, ResMed Inc., ResMed Corp., ResMed SAS, ResMed GmbH & Co. KG, ResMed (UK) Limited, Take Air Medical Handels-GmbH,
as guarantors, Hong Kong and Shanghai Banking Corporation, as a lender and HSBC Bank Australia Limited as a lender and as facility agent, as amended and restated from time to time (collectively, the “Existing Credit Agreement”),
have been or concurrently with the Closing Date are being terminated, and all outstanding amounts thereunder paid in full and all Liens securing obligations under the Existing Credit Agreement have been or concurrently with the Closing Date are
being released; and 
 (xi) such other assurances, certificates, documents, consents or opinions as Agent or the
Required Lenders reasonably may require. 
 (b) Any fees required to be paid in connection with this Agreement
(including but not limited to the Agent Fee Letter) on or before the Closing Date shall have been paid. 

  
 52 









 (c) Unless waived by Agent, Borrower shall have paid all reasonable fees,
charges and disbursements of counsel to Agent (directly to such counsel if requested by Agent) to the extent invoiced prior to or on the Closing Date, plus such additional amounts of such fees, charges and disbursements as shall constitute
its reasonable estimate of such fees, charges and disbursements 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 Agent).

 (d) The Closing Date shall have occurred on or before February 28, 2011. 

Without limiting the generality of the provisions of the last sentence of Section 9.03(d), for purposes of determining compliance
with the conditions specified in this Section 4.01, each Lender that has signed this Agreement shall be deemed to have consented to, approved or accepted or to be satisfied with, each document or other matter required thereunder to be consented
to or approved by or acceptable or satisfactory to a Lender unless Agent shall have received notice from such Lender prior to the proposed Closing Date specifying its objection thereto. 

4.02 Conditions to all Credit Extensions. The obligation of each Lender to honor any Request for Credit Extension is
subject to the satisfaction of the following conditions precedent: 
 (a) The representations and warranties of
Borrower and each other Loan Party contained in Article V or any other Loan Document, or which are contained in any document furnished at any time under or in connection herewith or therewith, shall be true and correct in all material respects on
and as of the date of such Credit Extension, except as disclosed by Borrower and approved in writing by the Required Lenders, or to the extent that such representations and warranties specifically refer to an earlier date or are no longer true and
correct as a result of a change which is permitted by this Agreement, in which case they shall be true and correct in all material respects as of such earlier date, and except that for purposes of this Section 4.02, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01. 

(b) No Default shall exist, or would result from such proposed Credit Extension or from the application of the proceeds
thereof. 
 (c) Agent and, if applicable, the L/C Issuer or Swing Line Lender shall have received a Request
for Credit Extension in accordance with the requirements hereof. 
 Each Request for Credit Extension submitted by Borrower shall be deemed to
be a representation and warranty that the conditions specified in Sections 4.02(a) and (b) have been satisfied on and as of the date of the applicable Credit Extension. 

  
 53 









 ARTICLE V 

REPRESENTATIONS AND WARRANTIES 
 Borrower represents and warrants to Agent and the Lenders that: 
 5.01
Existence, Qualification and Power. Each Loan Party (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization,
(b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations
under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect. 

5.02 Authorization; No Contravention. The execution, delivery and performance by each Loan Party of each Loan
Document to which such Person is party, have been duly authorized by all necessary corporate or other organizational action, and do not and will not (a) contravene the terms of any of such Person’s Organization Documents; (b) conflict
with or result in any breach or contravention of, or except for the Liens created pursuant to the Loan Documents, the creation of any Lien under, or require any payment to be made under (i) any Contractual Obligation to which such Person is a
party or affecting such Person or the properties of such Person or any of its Subsidiaries or (ii) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which such Person or its property is subject; or
(c) violate any Law except, in each case referred to in clause (b), to the extent failure to do so could not reasonably be expected to have a Material Adverse Effect. 
 5.03 Governmental Authorization; Other Consents. No approval, consent, exemption, authorization, or other action by, or notice to, or, except with respect to filings required with
respect to the perfection of the security interests granted hereunder, filing with, any Governmental Authority or any other Person is necessary or required in connection with the execution, delivery or performance by, or enforcement against, any
Loan Party of this Agreement or any other Loan Document. 
 5.04 Binding Effect. This Agreement has been,
and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto. This Agreement constitutes, and each other Loan Document when so delivered will constitute, a legal, valid
and binding obligation of such Loan Party, enforceable against each Loan Party that is party thereto in accordance with its terms, except as enforcement may be limited by Debtor Relief Law or equitable principles relating to the granting of specific
performance and other equitable remedies as a matter of judicial discretion. 

  
 54 









 5.05 Financial Statements; No Material Adverse Effect. 

(a) The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the
period covered thereby, except as otherwise expressly noted therein; (ii) fairly present in all material respects the financial condition of Borrower and its Subsidiaries on a consolidated basis as of the date thereof and their results of
operations for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other material liabilities,
direct or contingent, of Borrower and its Subsidiaries, on a consolidated basis, as of the date thereof, including liabilities for taxes, material commitments and material Indebtedness. 

(b) The unaudited consolidated and consolidating balance sheets of Borrower and its Subsidiaries dated September 30,
2010, and the related consolidated and consolidating statements of income or operations, shareholders’ equity and cash flows for the fiscal quarter ended on that date (i) were prepared in accordance with GAAP consistently applied
throughout the period covered thereby, except as otherwise expressly noted therein, and (ii) fairly present in all material respects the financial condition of Borrower and its Subsidiaries, on a consolidated basis, as of the date thereof and
their results of operations for the period covered thereby, subject, in the case of clauses (i) and (ii), to the absence of footnotes and to normal year end audit adjustments. 

(c) Since the date of the Audited Financial Statements, there has been no event or circumstance, either individually or in
the aggregate, that has had or could reasonably be expected to have a Material Adverse Effect. 
 (d) The
consolidated and consolidating forecasted balance sheet and statements of income and cash flows of Borrower and its Subsidiaries delivered pursuant to Section 6.01(c) were prepared in good faith on the basis of the assumptions stated therein,
which assumptions were fair in light of the conditions existing at the time of delivery of such forecasts, and represented, at the time of delivery, what Borrower believed to be a reasonable estimate of its future financial condition and
performance. 
 5.06 Litigation. Except for (a) any matter fully covered as to subject matter and
amount (subject to applicable deductibles and retentions) by insurance for which the insurance carrier has not asserted lack of subject matter coverage or reserved its right to do so, (b) any matter, or series of related matters, involving a
claim against any Loan Party of less than the Threshold Amount, (c) matters of an administrative nature not involving a claim or charge against any Loan Party and (d) matters specifically disclosed in Schedule 5.06, there are no actions,
suits, proceedings, claims or disputes pending as to which any Loan Party has been served or has received notice, or, to the knowledge of Borrower, threatened or contemplated, at law, in equity, in arbitration or before any Governmental Authority,
by or against Borrower or any other Loan Party or against any of their properties or revenues that could reasonably be expected to have a Material Adverse Effect. 
 5.07 No Default. No Loan Party is in default under or with respect to any Contractual Obligation that could, either individually or in the aggregate, reasonably be expected to have a
Material Adverse Effect. No Default has occurred and is continuing or would result from the consummation of the transactions contemplated by this Agreement or any other Loan Document. 

  
 55 









 5.08 Ownership of Property; Liens. Each of Borrower and each other Loan
Party has good record and valid title in fee simple to, or valid leasehold interests in all real property reasonably necessary or used in the ordinary conduct of its business, except for such exceptions in title as could not, individually or in the
aggregate, reasonably be expected to have a Material Adverse Effect. The property of Borrower and each other Loan Party is subject to no Liens, other than Liens permitted by Section 7.01. 

5.09 Environmental Compliance. Borrower and each of the other Loan Parties conduct in the ordinary course of
business a review of claims alleging potential liability or responsibility for violation of any Environmental Law on their respective businesses, operations and properties, and as a result thereof Borrower has reasonably concluded that, except as
specifically disclosed in Schedule 5.09, such Environmental Laws and claims could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

5.10 Insurance. The properties of Borrower and each other Loan Party are insured with financially sound and
reputable insurance companies not Affiliates of Borrower, in such amounts (after giving effect to any self-insurance compatible with the following standards), with such deductibles and covering such risks as are customarily carried by companies
engaged in similar businesses and owning similar properties in localities where Borrower or the other applicable Loan Party operates. 
 5.11 Taxes. Borrower and each of the other Loan Parties have filed or caused to be filed all Federal, state and other material tax returns and reports required to be filed, and have
paid or caused to be paid all Federal, state and other material taxes, assessments, fees and other governmental charges levied or imposed upon them or their properties, income or assets otherwise due and payable, except (a) those which are
being contested in good faith by appropriate proceedings and for which adequate reserves have been provided in accordance with GAAP or (b) which individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect. There is no proposed tax assessment against Borrower or any Subsidiary that would, if made, have a Material Adverse Effect. 
 5.12 ERISA Compliance. 
 (a) Except as would not
reasonably be expected to have a Material Adverse Effect, (i) each Plan is in compliance in all material respects with the applicable provisions of ERISA, the Code and other Federal or state Laws, (ii) each Plan that is intended to qualify
under Section 401(a) of the Code has received a favorable determination letter from the IRS or an application for such a letter is currently being processed by the IRS with respect thereto and, to the best knowledge of Borrower, nothing has
occurred which would prevent, or cause the loss of, such qualification, and (iii) Borrower and each ERISA Affiliate have made all required contributions to each Plan subject to Section 412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section 412 of the Code has been made with respect to any Plan. 

  
 56 









 (b) There are no pending or, to the best knowledge of Borrower, threatened
claims, actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that could be reasonably be expected to have a Material Adverse Effect. Neither Borrower nor any ERISA Affiliate has engaged in any non-exempt prohibited
transaction under Section 4975 of the Code or Section 406 of ERISA, or any violation of the fiduciary responsibility rules under Section 404 of ERISA with respect to any Plan that has resulted or could reasonably be expected to result
in a Material Adverse Effect. 
 (c)(i) No ERISA Event has occurred or, to the best knowledge of Borrower, is
reasonably expected to occur; (ii) no Pension Plan has any Unfunded Pension Liability in excess of Five Million Dollars ($5,000,000); (iii) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability under Title IV of ERISA with respect to any Pension Plan (other than premiums due and not delinquent under Section 4007 of ERISA); (iv) neither Borrower nor any ERISA Affiliate has incurred, or reasonably expects to incur, any
liability (and no event has occurred which, with the giving of notice under Section 4219 of ERISA, would result in such liability) under Section 4201 or 4243 of ERISA with respect to a Multiemployer Plan; and (v) neither Borrower nor
any ERISA Affiliate has engaged in a transaction that could be subject to Section 4069(a) or 4212(c) of ERISA. 
 5.13
Subsidiaries. As of the Closing Date, Borrower has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 5.13, and (a) to the best knowledge of Borrower, all of the outstanding Equity
Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and (b) are owned by a Loan Party in the amounts specified on Part (a) of Schedule 5.13 free and clear of all Liens other than Liens permitted
by Section 7.01. As of the Closing Date, Borrower has no equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 5.13. All of the outstanding Equity Interests in each Loan
Party have been validly issued and are fully paid and nonassessable. 
 5.14 Margin Regulations; Investment Company
Act. 
 (a) Borrower is not engaged and will not engage, principally or as one of its important
activities, in the business of purchasing or carrying margin stock (within the meaning of Regulation U issued by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. 

(b) None of Borrower, any Person Controlling Borrower, or any Subsidiary is, or is required to be registered as, an
“investment company” under the Investment Company Act of 1940. 
 5.15 Disclosure. Borrower has
disclosed to Agent and Lenders all agreements, instruments and corporate or other restrictions to which it or any of its Subsidiaries is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected
to result in a Material Adverse Effect. No report, financial statement, certificate or other information furnished (in each case, in writing) by or on behalf of any Loan Party to Agent or any Lender in connection with the transactions contemplated
hereby and the negotiation of this Agreement or delivered hereunder or under any other Loan Document (in each case, as 

  
 57 









 
modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light
of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, Borrower represents only that such information was prepared in good faith based upon assumptions believed to be
reasonable at the time. 
 5.16 Compliance with Laws. Each Loan Party is in compliance in all material
respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its properties, except in such instances in which (a) such requirement of Law or order, writ, injunction or decree is being
contested in good faith by appropriate proceedings or (b) the failure to comply therewith, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. 

5.17 Taxpayer Identification Number. Borrower’s true and correct U.S. taxpayer identification number is
set forth on Schedule 10.02. 
 5.18 Intellectual Property; Licenses, Etc. Borrower and each
Significant Subsidiary owns, or possesses the right to use, all of the trademarks, service marks, trade names, copyrights, patents, patent rights, franchises, licenses and other intellectual property rights that are reasonably necessary for the
operation of their respective businesses as now operated and now contemplated to be operated, without conflict with the rights of any other Person, except to the extent failure to so possess intellectual property rights would not result in a
Material Adverse Effect. To the best knowledge of Borrower, no slogan or other advertising device, product, process, method, substance, part or other material now employed, or now contemplated to be employed, by Borrower or any Subsidiary infringes
upon any rights held by any other Person. No claim or litigation regarding any of the foregoing is pending or, to the best knowledge of Borrower, threatened, which, either individually or in the aggregate, could reasonably be expected to have a
Material Adverse Effect. 
 5.19 Rights in Collateral; Priority of Liens. Borrower and each other Loan
Party own the property granted by it as Collateral under the Collateral Documents, free and clear of any and all Liens in favor of third parties except Liens permitted pursuant to Section 7.01. Upon the due and proper filing of UCC financing
statements, and the taking of the other actions required by the Required Lenders to perfect the security interests in the Collateral, the Liens granted pursuant to the Collateral Documents will constitute valid and enforceable first, prior and
perfected Liens on the Collateral in favor of Agent, for the ratable benefit of Agent and Lenders. 
 5.20
Solvency. After giving effect to this Agreement and the other Loan Documents (including after giving effect to the initial Loans under this Agreement), Borrower will be Solvent. 

  
 58 









 ARTICLE VI 

AFFIRMATIVE COVENANTS 
 So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall, and
shall (except in the case of the covenants set forth in Sections 6.01, 6.02, and 6.03) cause each Subsidiary to: 

6.01 Financial Statements. Deliver to Agent, in form and detail satisfactory to Agent and the Required Lenders:

 (a) as soon as available, but in any event within ninety five (95) days after the end of each fiscal year
of Borrower, a consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated and consolidating statements of income or operations, changes in shareholders’ equity
and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such consolidated statements to be audited and accompanied
by a report and opinion of an independent certified public accountant of recognized standing reasonably acceptable to Agent, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject
to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit; provided that the requirements set forth in this clause (a) may be fulfilled by providing Agent with the
report of Borrower to the Securities and Exchange Commission on Form 10-K for the applicable fiscal year; 
 (b)
as soon as available, but in any event within forty five (45) days after the end of each of the first three fiscal quarters of each fiscal year of Borrower, a consolidated and consolidating balance sheet of Borrower and its Subsidiaries as at
the end of such fiscal quarter, and the related consolidated and consolidating statements of income or operations, for such fiscal quarter and for the portion of Borrower’s fiscal year then ended, and the related consolidated and consolidating
statements of changes in shareholders’ equity, and cash flows for the portion of Borrower’s fiscal year then ended, in each case setting forth in comparative form, as applicable the figures for the corresponding fiscal quarter of the
previous fiscal year and the corresponding portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be certified by the chief executive officer, chief financial officer, treasurer or controller of Borrower as
fairly presenting in all material respects the financial condition, results of operations, shareholders’ equity and cash flows of Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year end audit adjustments and the
absence of footnotes; provided that the requirements set forth in this clause (b) may be fulfilled by providing Agent with the report of Borrower to the Securities and Exchange Commission on Form 10-Q for the applicable fiscal
quarter; 
 (c) as soon as available, but in any event at least thirty (30) days before the end of each
fiscal year of Borrower, forecasts prepared by management of Borrower, in form reasonably satisfactory to Agent and the Required Lenders, of consolidated balance sheets and statements of income or operations and cash flows of Borrower and its
Subsidiaries (x) on a quarterly basis for the succeeding fiscal year and (y) on an annual basis covering the period from the immediately following fiscal year (including the fiscal year in which the Maturity Date occurs) through the
Maturity Date. 

  
 59 









 6.02 Certificates; Other Information. Deliver to Agent, in form and
detail satisfactory to Agent and the Required Lenders: 
 (a) concurrently with the delivery of the financial
statements referred to in Sections 6.01(a) and (b), a duly completed Compliance Certificate signed by the chief executive officer, chief financial officer, treasurer or controller of Borrower; 

(b) promptly after any request by Agent, but not more frequently than quarterly, unless an Event of Default has occurred
and is continuing, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Borrower by independent accountants in connection with the
accounts or books of Borrower or any Subsidiary, or any audit of any of them; 
 (c) promptly after the same
become publicly available, copies of each annual report, proxy or financial statement or other report or communication sent to the stockholders of Borrower, and copies of all annual, regular, periodic and special reports and registration statements
which Borrower may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, and not otherwise required to be delivered to Agent pursuant hereto; and

 (d) promptly, such additional information regarding the business, financial or corporate affairs of Borrower
or any Subsidiary, or compliance with the terms of the Loan Documents, as Agent or any Lender may from time to time reasonably request. 
 Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(c) (to the extent any such documents are included in materials otherwise filed with the SEC) may be
delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which Borrower posts such documents, or provides a link thereto on Borrower’s website on the Internet at the website address listed on
Schedule 10.02; or (ii) on which such documents are posted on Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and Agent have access (whether a commercial, third-party website or whether sponsored by
Agent); provided that Borrower shall deliver paper copies of such documents to Agent or any Lender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Agent or such Lender. Agent
shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Borrower with any such request for delivery, and each Lender shall be
solely responsible for requesting delivery to it or maintaining its copies of such documents. 
 Borrower hereby acknowledges
that (a) Agent will make available to Lenders and the L/C Issuer materials and/or information provided by or on behalf of Borrower hereunder (collectively, “Borrower Materials”) by posting Borrower Materials on DebtX or
another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to Borrower
or its Affiliates or the respective securities of any of the foregoing, and who 

  
 60 









 
may be engaged in investment and other market-related activities with respect to such Persons’ securities. Borrower hereby agrees that (w) all Borrower Materials that are to be made
available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Borrower Materials
“PUBLIC,” Borrower shall be deemed to have authorized Agent, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information with respect to Borrower or its securities for purposes
of United States Federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Borrower Materials marked
“PUBLIC” are permitted to be made available through a portion of the Platform that is designated “Public Side Information;” and (z) Agent shall be entitled to treat any Borrower Materials that are not marked
“PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information. 
 6.03 Notices. Promptly notify Agent and each Lender: 
 (a) of the occurrence of any Default; 
 (b) of any matter that has
resulted or could reasonably be expected to result in a Material Adverse Effect, including (i) breach or non-performance of, or any default under, a Contractual Obligation of Borrower or any Subsidiary; (ii) any dispute, litigation,
investigation, proceeding or suspension between Borrower or any Subsidiary and any Governmental Authority; or (iii) the commencement of, or any material development in, any litigation or proceeding affecting Borrower or any Subsidiary,
including pursuant to any applicable Environmental Laws; 
 (c) of the occurrence of any ERISA Event which could
reasonably be expected to result in a Material Adverse Effect; and 
 (d) of any material change in accounting
policies or financial reporting practices by Borrower or any Subsidiary including any determination by Borrower referred to in Section 2.10(b). 
 Each notice pursuant to this Section shall be accompanied by a statement of a Responsible Officer of Borrower setting forth details of the occurrence referred to therein and stating what action Borrower
has taken and proposes to take with respect thereto. Each notice pursuant to Section 6.03(a) shall describe with particularity any and all provisions of this Agreement and any other Loan Document that have been breached. 

6.04 Payment of Obligations. Pay and discharge as the same shall become due and payable, all its material
obligations and liabilities, including: (a) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and adequate
reserves in accordance with GAAP are being maintained by Borrower or such Subsidiary; (b) all lawful claims which, if unpaid, would by law become a Lien upon its property not permitted pursuant to Section 7.01; and (c) all material
Indebtedness, as and when due and payable, but subject to any subordination provisions contained in any instrument or agreement evidencing such Indebtedness. 

  
 61 









 6.05 Preservation of Existence, Etc. (a) Preserve, renew and
maintain in full force and effect its legal existence and good standing under the Laws of the jurisdiction of its organization except in a transaction permitted by Section 7.04 or 7.05; (b) take all reasonable action to maintain all
rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve
or renew all of its registered patents, trademarks, trade names and service marks, the non-preservation of which could reasonably be expected to have a Material Adverse Effect. 

6.06 Maintenance of Properties. (a) Maintain, preserve and protect all of its material properties and equipment
reasonably necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities. This covenant shall not be construed to prohibit any Disposition otherwise
permitted by Section 7.05. 
 6.07 Maintenance of Insurance. Maintain with financially sound and
reputable insurance companies not Affiliates of Borrower, (subject to customary deductibles and retentions) insurance with respect to its properties and business against loss or damage of the kinds customarily insured against by Persons engaged in
the same or similar business, of such types and in such amounts (after giving effect to any self-insurance compatible with the following standards) as are customarily carried under similar circumstances by such other Persons. Borrower shall provide
not less than thirty (30) days’ prior notice to Agent of termination, lapse or cancellation of such insurance. 
 6.08
Compliance with Laws. Comply in all material respects with the requirements of all Laws and all orders, writs, injunctions and decrees applicable to it or to its business or property, except in such instances in which
(a) such requirement of Law or order, writ, injunction or decree is being contested in good faith by appropriate proceedings; or (b) the failure to comply therewith could not reasonably be expected to have a Material Adverse Effect.

 6.09 Books and Records. (a) Maintain books of record and account, in which true and correct entries
in conformity with GAAP consistently applied shall be made of all financial transactions and material matters involving the assets and business of Borrower or such Subsidiary, as the case may be; and (b) maintain such books of record and
account in material conformity with all applicable requirements of any Governmental Authority having regulatory jurisdiction over Borrower or such Subsidiary, as the case may be. 

6.10 Inspection Rights. Permit representatives and independent contractors of Agent and each Lender to visit and
inspect any of the properties of any Loan Party, to examine the corporate, financial and operating records of any Loan Party, and make copies thereof or abstracts therefrom, and to discuss the affairs, finances and accounts of any Loan Party with
such Loan Party’s directors, officers, and independent public accountants, all at the expense of Borrower and at such reasonable times during normal business hours and as often as may be reasonably requested, upon reasonable advance notice to
Borrower (but not so as to materially interfere with the business of Borrower or its Subsidiaries); provided, however, that when an 

  
 62 









 
Event of Default exists Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the foregoing at the expense of Borrower at any time during
normal business hours and without advance notice. 
 6.11 Use of Proceeds. Use the proceeds of the Credit
Extensions for general corporate purposes not in contravention of any Law or of any Loan Document (including, without limitation, to finance ongoing working capital, capital expenditures, Permitted Acquisitions and Investments, and Permitted Stock
Repurchases). 
 6.12 Financial Covenants. 

(a) Funded Debt to EBITDA Ratio. Maintain quarterly, measured as of the last day of each fiscal quarter, on
a consolidated basis a ratio of Funded Debt to EBITDA not exceeding 2.25:1.00. This ratio will be calculated at the end of each reporting period for which this Agreement requires Borrower to deliver financial statements, using the results of the
twelve-month period ending with that reporting period. 
 (b) Interest Coverage Ratio. Maintain
quarterly, measured as of the last day of each fiscal quarter, on a consolidated basis an Interest Coverage Ratio of at least 5.00:1.00. This ratio will be calculated at the end of each reporting period for which this Agreement requires Borrower to
deliver financial statements, using the results of the twelve-month period ending with that reporting period. 

(c) Capital Expenditures. Not acquire fixed assets for more than One Hundred Twenty Million
Dollars ($120,000,000) in any single fiscal year on a consolidated basis. For avoidance of doubt, this limitation shall not include fixed assets acquired in connection with a Permitted Acquisition. 

6.13 Additional Guarantors. Notify Agent at the time that any Person becomes a domestic Subsidiary (other than a
domestic Subsidiary substantially all of the assets of which consist of Equity Interests in one or more “controlled foreign corporations,” as defined in Section 957(a) of the Code), and promptly thereafter (and in any event within
thirty (30) days), cause such Person, in Agent’s reasonable discretion, to (a) become a Guarantor by executing and delivering to Agent a counterpart of the Guaranty or such other document as Agent shall deem appropriate for such
purpose, and (b) deliver to Agent documents of the types referred to in clauses (iii) and (iv) of Section 4.01(a) and favorable opinions of counsel to such Person (which shall cover, among other things, the legality, validity,
binding effect and enforceability of the documentation referred to in clause (a)), all in form, content and scope reasonably satisfactory to Agent. 
 6.14 Collateral Records. To execute and deliver promptly, and to cause each other Loan Party to execute and deliver promptly, to Agent, from time to time, solely for Agent’s
convenience in maintaining a record of the Collateral, such written statements and schedules as Agent may reasonably request designating, identifying or describing the Collateral. The failure by Borrower or any other Loan Party, however, to promptly
give Agent such statements or schedules shall not affect, diminish, modify or otherwise limit the Liens on the Collateral granted pursuant to the Collateral Documents. 

  
 63 









 6.15 Security Interests. To, and to cause each other Loan Party to,
(a) defend the Collateral against all claims and demands of all Persons at any time claiming the same or any interest therein, (b) comply with the requirements of all state and federal laws in order to grant to Agent and Lenders valid and
perfected first priority security interests in the Collateral, and (c) do whatever Agent may reasonably request, from time to time, to effect the purposes of this Agreement and the other Loan Documents, including filing notices of liens, UCC
financing statements and amendments, renewals and continuations thereof; cooperating with Agent’s representatives; keeping stock records; and, paying claims which might, if unpaid, become a Lien on the Collateral. Agent is hereby authorized by
Borrower to file any UCC financing statements covering the Collateral whether or not Borrower’s signatures appear thereon. 

ARTICLE VII 
 NEGATIVE COVENANTS 
 So long as any Lender shall have any Commitment
hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, Borrower shall not, nor shall it permit any Subsidiary to, directly or indirectly: 

7.01 Liens. Create, incur, assume or suffer to exist any Lien upon any of its property, assets or revenues, whether
now owned or hereafter acquired, other than the following: 
 (a) Liens pursuant to any Loan Document;

 (b) Liens existing on the date hereof and listed on Schedule 7.01 and any renewals or extensions thereof,
provided that (i) the property covered thereby is not changed, (ii) the amount secured or benefited thereby is not increased except as contemplated by Section 7.03(b), (iii) the direct or any contingent obligor with
respect thereto is not changed, and (iv) and any renewal or extension of the obligations secured or benefited thereby is permitted by Section 7.03(b); 
 (c) Liens for taxes not yet due or which are being contested in good faith and by appropriate proceedings, if adequate reserves with respect thereto are maintained on the books of the applicable Person in
accordance with GAAP; 
 (d) carriers’, warehousemen’s, mechanics’, materialmen’s,
repairmen’s or other like Liens arising in the ordinary course of business which are not overdue for a period of more than thirty (30) days or which are being contested in good faith and by appropriate proceedings diligently conducted, if
adequate reserves with respect thereto are maintained on the books of the applicable Person; 
 (e) pledges or
deposits in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other social security legislation, other than any Lien imposed by ERISA; 

(f) deposits to secure the performance of bids, trade contracts and leases (other than Indebtedness), statutory
obligations, surety and appeal bonds, performance bonds and other obligations of a like nature incurred in the ordinary course of business; 

  
 64 









 (g) easements, rights-of-way, restrictions and other similar encumbrances
affecting real property which, in the aggregate, are not substantial in amount, and which do not in any case materially detract from the value of the property subject thereto or materially interfere with the ordinary conduct of the business of the
applicable Person; 
 (h) Liens securing Indebtedness permitted under Section 7.03(g); provided that
(i) such Liens do not at any time encumber any property other than the property financed by such Indebtedness and (ii) the Indebtedness secured thereby does not exceed the cost or fair market value, whichever is lower, of the property
being acquired on the date of acquisition; 
 (i) Liens on property acquired by any Loan Party or any Subsidiary
in any Permitted Acquisition that were in existence at the time of the acquisition of such property and were not created in contemplation of such acquisition; 
 (j) Liens and negative pledges under agreements arising in the ordinary course of business and constituting customary provisions restricting the assignment thereof; 

(k) nonconsensual Liens, without duplication for Liens described herein, arising in the ordinary course of business or by
operation of law, which are not past due or which are being contested in good faith by appropriate proceedings and for which reserves have been established (to the extent required by GAAP), provided the same purport to secure an amount not to exceed
$10,000,000 in the aggregate during the term of this Agreement; 
 (l) Liens created by or resulting from any
litigation or legal proceeding in the ordinary course of business, and not constituting an Event of Default hereunder, which is currently being contested in good faith by appropriate proceedings, provided that, adequate reserves have been set aside
(to the extent required by GAAP) and no material property is subject to a material impending risk of loss or forfeiture; 
 (m) rights reserved to or vested in any Governmental Authority to control or regulate, or obligations or duties to any Governmental Authority with respect to, the use of any property; in each case,
arising in the ordinary course of business; 
 (n) present or future zoning laws and ordinances or other laws and
ordinances restricting the occupancy, use, or enjoyment of property; 
 (o) Liens created on Borrower’s
Capital Stock, held by Borrower as treasury stock; and 
 (p) Liens securing Indebtedness or other obligations in
an aggregate principal amount not exceeding Twenty Five Million Dollars ($25,000,000) outstanding at any time. 

  
 65 









 7.02 Investments. Make any Investments, except: 

(a) Investments existing on the Closing Date and listed on Schedule 7.02; 

(b) Investments held by Borrower or such Subsidiary in the form of cash equivalents or short-term marketable debt
securities; 
 (c) advances to officers, directors and employees of Borrower and Subsidiaries, for travel,
entertainment, relocation and analogous ordinary business purposes; 
 (d) Investments of any Loan Party in
(i) any wholly-owned Subsidiary which is a Guarantor, and (ii) any other wholly-owned Subsidiary, not to exceed, in the case of this clause (ii), (for the avoidance of doubt, in addition to existing Investments permitted by
Section 7.02(a), but without duplication with Section 7.03(e)), One Hundred Million Dollars ($100,000,000) in the aggregate at any time; and Investments of any wholly-owned Subsidiary in Borrower or in another wholly-owned Subsidiary;

 (e) Investments consisting of extensions of credit in the nature of accounts receivable or notes receivable
arising from the grant of trade credit in the ordinary course of business, and Investments received in satisfaction or partial satisfaction thereof from financially troubled account debtors to the extent reasonably necessary in order to prevent or
limit loss; 
 (f) Investments consisting of intercompany loans or Guarantees, in each case, permitted by
Section 7.03; 
 (g) Investments in connection with Permitted Acquisitions and Permitted Share Repurchases,
in each case subject to the terms and conditions of Section 7.06; 
 (h) Investments received in connection
with the settlement of a bona fide dispute with another Person; 
 (i) Any Permitted Stock Repurchase; and

 (j) additional Investments (including, but not limited to, investments in joint ventures and minority interest
investments) up to but not exceeding Twenty Five Million Dollars ($25,000,000) in the aggregate in any fiscal year. 
 7.03
Indebtedness. Create, incur, assume or suffer to exist any Indebtedness, except: 
 (a)
Indebtedness under the Loan Documents; 
 (b) Indebtedness outstanding on the date hereof and listed on
Schedule 7.03 and any refinancings, refundings, renewals or extensions thereof; provided that (i) the amount of such Indebtedness is not increased at the time of such refinancing, refunding, renewal or extension except by an amount
equal to a reasonable premium or other reasonable amount paid, and fees and expenses reasonably incurred, in connection with 

  
 66 









 
such refinancing and by an amount equal to any existing commitments unutilized thereunder and (ii) the terms relating to principal amount, amortization, maturity, collateral (if any) and
subordination (if any), and other material terms taken as a whole, of any such refinancing, refunding, renewing or extending Indebtedness, and of any agreement entered into and of any instrument issued in connection therewith, are no less favorable
in any material respect to the Loan Parties or Lenders than the terms of any agreement or instrument governing the Indebtedness being refinanced, refunded, renewed or extended and the interest rate applicable to any such refinancing, refunding,
renewing or extending Indebtedness does not exceed the then applicable market interest rate; 
 (c) Guarantees of
Borrower or any Subsidiary in respect of Indebtedness otherwise permitted hereunder of Borrower or any wholly-owned Subsidiary; 
 (d) obligations (contingent or otherwise) of Borrower or any Subsidiary existing or arising under any Swap Contract, provided that (i) such obligations are (or were) entered into by such
Person in the ordinary course of business for the purpose of directly mitigating risks associated with liabilities, commitments, investments, assets, or property held or reasonably anticipated by such Person, or changes in the value of securities
issued by such Person, and not for purposes of speculation; and (ii) such Swap Contract does not contain any provision exonerating the non-defaulting party from its obligation to make payments on outstanding transactions to the defaulting
party; 
 (e) Indebtedness (i) of any Loan Party to any other Loan Party, and (ii) of any Subsidiary
(other than a Loan Party) to any Loan Party, not to exceed, in the case of this clause (ii), (for the avoidance of doubt, in addition to existing Indebtedness permitted by Section 7.03(a), but without duplication with Section 7.02(d)), One
Hundred Million Dollars ($100,000,000) in the aggregate amount outstanding at any time; and Indebtedness of Borrower or any Subsidiary to any other Subsidiary; 
 (f) Indebtedness of any non-U.S. Subsidiary to or from any other non-U.S. Subsidiary; 
 (g) Subject to the limitation set forth in Section 6.12(c), if applicable, Indebtedness incurred in connection with any Permitted Acquisition or to finance the purchase or construction of real
property used in the business of any Loan Party; 
 (h) in the case of a Subsidiary, Indebtedness of such
Subsidiary existing at the time of consummation of a Permitted Acquisition pursuant to which such Person becomes a Subsidiary or (ii) Indebtedness secured by assets acquired in connection with any Permitted Acquisition or the purchase of real
property used in the business of any Loan Party, provided that such Indebtedness was not incurred in contemplation of the acquisition referred to in clause (i) or such Permitted Acquisition or purchase referred to in clause (ii), as the case
may be; 
 (i) other Indebtedness in an aggregate amount not exceeding Twenty Five Million Dollars ($25,000,000)
outstanding at any time; and 
 (j) Investments permitted by Section 7.02. 

  
 67 









 7.04 Fundamental Changes. Merge, dissolve, liquidate, consolidate with
or into another Person, or Dispose (other than as permitted pursuant to Section 7.05) of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor
of any Person (other than (x) as otherwise permitted pursuant to Sections 7.02 and 7.05 and (y) in connection with a Permitted Acquisition), except that, so long as no Default exists or would result therefrom: 

(a) any Subsidiary may merge with (i) Borrower, provided that Borrower shall be the continuing or surviving
Person, or (ii) any one or more other Subsidiaries, provided that when any wholly-owned Subsidiary is merging with another Subsidiary, the wholly-owned Subsidiary shall be the continuing or surviving Person, and, provided further that if
a Guarantor is merging with another Subsidiary, the Guarantor shall be the surviving Person; 
 (b) any
Subsidiary may Dispose of all or substantially all of its assets (upon voluntary liquidation or otherwise) to Borrower or to another Subsidiary; provided that if the transferor in such a transaction is a wholly-owned Subsidiary, then the
transferee must either be Borrower or a wholly-owned Subsidiary, and, provided further that if the transferor of such assets is a Guarantor, the transferee must either be Borrower or a Guarantor; 

(c) Borrower may cause ResMed Assembly US Inc. to be merged, consolidated or dissolved, in Borrower’s good faith
business judgment; and 
 (d) any Loan Party or any Subsidiary thereof may Dispose of all or substantially all of
the assets of any one or more of its Subsidiaries (upon voluntary liquidation or otherwise); provided that (i) the assets subject to such Disposition are less than 5% percent of the total assets of Borrower and its Subsidiaries on a
consolidated basis and (ii) the EBITDA of such Subsidiary is less than 5% percent of the EBITDA of Borrower and its Subsidiaries on a consolidated basis. 
 7.05 Dispositions. Make any Disposition, except: 
 (a) Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; 

(b) Dispositions of inventory in the ordinary course of business; 

(c) Dispositions of equipment or real property to the extent that (i) such property is exchanged for credit against
the purchase price of similar replacement property or (ii) the proceeds of such Disposition are reasonably promptly applied to the purchase price of such replacement property; 

(d) Dispositions of property by any Subsidiary to Borrower or to a wholly-owned Subsidiary; provided that if the
transferor of such property is a Guarantor, the transferee thereof must either be Borrower or a Guarantor; 
 (e)
Dispositions permitted by Section 7.04; 

  
 68 









 (f) Dispositions of Borrower’s Capital Stock; and 

(g) other Dispositions not otherwise permitted herein, not to exceed Ten Million Dollars ($10,000,000) in the
aggregate during any fiscal year. 
 provided, however, that any Disposition pursuant to clauses (a) through (f) shall
be for fair market value. 
 7.06 Restricted Payments. Declare or make, directly or indirectly, any
Restricted Payment, except that: 
 (a) each Subsidiary may make Restricted Payments to Borrower, Guarantors and
any other Person that owns an Equity Interest in such Subsidiary, ratably according to their respective holdings of the type of Equity Interest in respect of which such Restricted Payment is being made; 

(b) Borrower and each Subsidiary may declare and make dividend payments or other distributions payable solely in the
common stock or other common Equity Interests of such Person; and 
 (c) Borrower and each Subsidiary may
purchase, redeem or otherwise acquire Equity Interests issued by it with the proceeds received from the substantially concurrent issue of new shares of its common stock or other common Equity Interests; provided that, no Default or Event of Default
shall have occurred and be continuing at the time of any action described in this clause (c) or would result therefrom. 

7.07 Change in Nature of Business. Engage in any material line of business substantially different from those lines
of business conducted by Borrower and its Subsidiaries on the date hereof or any business substantially related or incidental thereto. 
 7.08 Transactions with Affiliates. Enter into any transaction of any kind with any Affiliate of Borrower, whether or not in the ordinary course of business, other than on fair and
reasonable terms substantially as favorable to Borrower or such Subsidiary as would be obtainable by Borrower or such Subsidiary at the time in a comparable arm’s length transaction with a Person other than an Affiliate, provided that the
foregoing restriction shall not apply to (a) transactions between or among Borrower and any Guarantor or between and among Guarantors and (b) transactions expressly permitted by this Agreement. 

7.09 No Further Negative Pledge. Except with respect to (a) specific property encumbered to secure payment of
particular Indebtedness or to be sold pursuant to an executed agreement with respect to an asset sale, (b) enforceable provisions in leases prohibiting assignment or encumbrance of the applicable leasehold interest, (c) agreements granting
Liens permitted by this Agreement, (d) agreements in effect on the Closing Date, (e) provisions in joint venture agreements and other similar agreements entered into in the ordinary course of business and not otherwise prohibited under
this Agreement, (f) any agreement in effect at the time the Person becomes a Subsidiary so long as such agreement was not entered into in contemplation of the Person becoming a Subsidiary, (g) customary provisions restricting assignment of
any agreement entered into in the ordinary course of business, (h) Borrower’s Capital Stock and (i)

  
 69 









 
any agreement amending, refinancing or replacing any of the foregoing (so long as any such restrictions are not materially more restrictive, taken as a whole, than those contained in the
agreement so amended, refinanced or replaced), neither Borrower nor any of its Subsidiaries shall enter into any agreement prohibiting the creation or assumption of any Lien upon any of its properties or assets, whether now owned or hereafter
acquired to secure the Obligations. 
 7.10 Use of Proceeds. Use the proceeds of any Credit Extension,
whether directly or indirectly, and whether immediately, incidentally or ultimately, to purchase or carry margin stock (within the meaning of Regulation U of the FRB) or to extend credit to others for the purpose of purchasing or carrying
margin stock or to refund indebtedness originally incurred for such purpose (in each case, other than in connection with Permitted Stock Repurchases). 
 Notwithstanding anything in this Article VII or elsewhere in this Agreement to the contrary, Borrower and its Subsidiaries may make Permitted Acquisitions and Restricted Payments (including Permitted
Stock Repurchases) as long as (x) Borrower, on a consolidated basis, maintains a Funded Debt to EBITDA Ratio of less than 1.00 to 1.00, before and after giving effect to Permitted Acquisitions and Restricted Payments made pursuant to this
paragraph, (y) no Event of Default shall have occurred and be continuing at the time of any Permitted Acquisitions and Restricted Payments made pursuant to this paragraph or would result therefrom, and (z) Borrower and its Subsidiaries
shall maintain a combination of borrowing availability hereunder plus unrestricted cash and cash equivalents of at least One Hundred Million Dollars ($100,000,000) immediately after giving effect to such Permitted Acquisitions and/or Restricted
Payments; provided, however that, in the event that Borrower’s consolidated Funded Debt to EBITDA Ratio is equal to, or greater than 1.00 to 1.00 prior to, and after giving effect to such Permitted Acquisitions and/or Restricted Payments on a
pro forma basis, the aggregate value and/or amount of Permitted Acquisitions and/or Restricted Payments made pursuant to this proviso shall not exceed Three Hundred Million Dollars ($300,000,000) during any fiscal year (inclusive of Permitted
Acquisitions and Restricted Payments made during Borrower’s fiscal year that were not previously restricted) as long as: (i) no Event of Default shall have occurred and be continuing at the time of any Permitted Acquisitions and Restricted
Payments or would result therefrom, and (ii) Borrower and its Subsidiaries shall maintain a combination of borrowing availability hereunder plus unrestricted cash and cash equivalents of at least One Hundred Million Dollars ($100,000,000)
immediately after giving effect to such Permitted Acquisitions and/or Restricted Payments. 
 ARTICLE VIII

 EVENTS OF DEFAULT AND REMEDIES 
 8.01 Events of Default. Any of the following shall constitute an Event of Default: 
 (a) Non-Payment. Borrower or any other Loan Party fails to pay (i) when and as required to be paid herein, any amount of principal of any Loan or any L/C Obligation, or
(ii) within three (3) days after the same becomes due, any interest on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii) within five (5) days after the same becomes due, any other amount payable hereunder
or under any other Loan Document; or 

  
 70 









 (b) Specific Covenants. Borrower fails to perform or observe
any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.10, 6.11, 6.12 or 6.13 or Article VII, or any Guarantor fails to perform or observe any term, covenant or agreement (after taking into account any
applicable grace periods) contained in the Guaranty; or 
 (c) Other Defaults. Any Loan Party fails
to perform or observe any other covenant or agreement (not specified in subsection (a) or (b) above) contained in any Loan Document on its part to be performed or observed and such failure continues for thirty (30) days or any default
or Event of Default occurs under any other Loan Document; or 
 (d) Representations and Warranties.
Any representation, warranty, certification or statement of fact made or deemed made by or on behalf of Borrower or any other Loan Party herein, in any other Loan Document, or in any document delivered in connection herewith or therewith shall be
incorrect or misleading in any material respect when made or deemed made; or 
 (e) Cross-Default.
(i) Borrower, any Loan Party or any Significant Subsidiary (A) fails to make any payment when due (whether by scheduled maturity, required prepayment, acceleration, demand, or otherwise) in respect of any Indebtedness or Guarantee (other
than Indebtedness hereunder and Indebtedness under Swap Contracts) having an aggregate principal amount (including undrawn committed or available amounts and including amounts owing to all creditors under any combined or syndicated credit
arrangement) of more than the Threshold Amount, or (B) fails to observe or perform any other agreement or condition relating to any such Indebtedness or Guarantee, having an aggregate principal amount (including undrawn committed or available
amounts and including amounts owing to all creditors under any combined or syndicated credit arrangement) of more than the Threshold Amount, or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event
occurs, the effect of which default or other event is to cause, or to permit the holder or holders of such Indebtedness or the beneficiary or beneficiaries of such Guarantee (or a trustee or agent on behalf of such holder or holders or beneficiary
or beneficiaries) to cause, with the giving of notice if required, such Indebtedness to be demanded or to become due or to be repurchased, prepaid, defeased or redeemed (automatically or otherwise), or an offer to repurchase, prepay, defease or
redeem such Indebtedness to be made, prior to its stated maturity, or such Guarantee to become payable or cash collateral in respect thereof to be demanded; or (ii) there occurs under any Swap Contract an Early Termination Date (as defined in
such Swap Contract) resulting from (A) any event of default under such Swap Contract as to which Borrower, any Loan Party or any Significant Subsidiary is the Defaulting Party (as defined in such Swap Contract) or (B) any Termination Event
(as so defined) under such Swap Contract as to which Borrower, any Loan Party or any Significant Subsidiary is an Affected Party (as so defined) and, in either event, the Swap Termination Value owed by Borrower, any such Loan Party or any such
Significant Subsidiary as a result thereof is greater than the Threshold Amount; or 

  
 71 









 (f) Insolvency Proceedings, Etc. Any Loan Party or any of its
Significant Subsidiaries institutes or consents to the institution of any proceeding under any Debtor Relief Law, or makes an assignment for the benefit of creditors; or applies for or consents to the appointment of any receiver, trustee, custodian,
conservator, liquidator, rehabilitator or similar officer for it or for all or any material part of its property; or any receiver, trustee, custodian, conservator, liquidator, rehabilitator or similar officer is appointed without the application or
consent of such Person and the appointment continues undischarged or unstayed for forty-five (45) calendar days; or any proceeding under any Debtor Relief Law relating to any such Person or to all or any material part of its property is
instituted without the consent of such Person and continues undismissed or unstayed for forty-five (45) calendar days, or an order for relief is entered in any such proceeding; or 

(g) Inability to Pay Debts; Attachment. (i) Borrower or any other Loan Party or any Significant
Subsidiary becomes unable or admits in writing its inability or fails generally to pay its debts as they become due, or (ii) any writ or warrant of attachment or execution or similar process is issued or levied against all or any material part
of the property of any such Person and is not released, vacated or fully bonded within thirty (30) days after its issue or levy; or 
 (h) Judgments. There is entered against Borrower, any other Loan Party or any Significant Subsidiary (i) one or more final judgments or orders for the payment of money in an aggregate
amount (as to all such judgments or orders) exceeding the Threshold Amount (to the extent not covered by independent third-party insurance as to which the insurer does not dispute coverage), or (ii) any one or more non-monetary final judgments
that have, or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and, in either case, (A) enforcement proceedings are commenced by any creditor upon such judgment or order, or (B) there is a
period often (10) consecutive days during which a stay of enforcement of such judgment, by reason of a pending appeal or otherwise, is not in effect; or 
 (i) ERISA. (i) An ERISA Event occurs with respect to a Pension Plan or Multiemployer Plan which has resulted or could reasonably be expected to result in liability of Borrower under
Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC in an aggregate amount in excess of the Threshold Amount, or (ii) Borrower or any ERISA Affiliate fails to pay when due, after the expiration of any applicable grace
period, any installment payment with respect to its withdrawal liability under Section 4201 of ERISA under a Multiemployer Plan in an aggregate amount in excess of the Threshold Amount; or 

(j) Invalidity of Loan Documents. Any Loan Document or any provision thereof, at any time after its
execution and delivery and for any reason other than as expressly permitted hereunder or thereunder or the satisfaction in full of all the Obligations, ceases to be in full force and effect; or any Loan Party or any other Person contests in any
manner the validity or enforceability of any Loan Document or any provision thereof; or any Loan Party denies that it has any or further liability or obligation under any Loan Document, or purports to revoke, terminate or rescind any Loan Document
or any provision thereof; or 

  
 72 









 (k) Change of Control. There occurs any Change of Control with
respect to Borrower and/or any Guarantor and/or ResMed Limited and/or ResMed Holdings Ltd/LLC and/or ResMed EAP Holdings LLC.; or 
 (l) Material Adverse Effect. There occurs any event or circumstance that has a Material Adverse Effect. 
 8.02 Remedies Upon Event of Default. If any Event of Default occurs and is continuing, Agent shall, at the request of, or may, with the consent of, the Required Lenders, take any or
all of the following actions: 
 (a) declare the commitment of each Lender to make Loans and any obligation of
the L/C Issuer to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be terminated; 
 (b) declare the unpaid principal amount of all outstanding Loans, all interest accrued and unpaid thereon, and all other amounts owing or payable hereunder or under any other Loan Document to be
immediately due and payable, without presentment, demand, protest or other notice of any kind, all of which are hereby expressly waived by Borrower; 
 (c) require that Borrower Cash Collateralize the L/C Obligations (in an amount equal to the then Outstanding Amount thereof); and 

(d) exercise on behalf of itself, the Lenders and the L/C Issuer all rights and remedies available to it, the Lenders
and the L/C Issuer under the Loan Documents; 
 provided, however, that upon the occurrence of an actual or deemed entry of
an order for relief with respect to Borrower under the Bankruptcy Code of the United States, the obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit Extensions shall automatically terminate, the
unpaid principal amount of all outstanding Loans and all interest and other amounts as aforesaid shall automatically become due and payable, and the obligation of Borrower to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of Agent or any Lender. 
 8.03 Application of
Funds. After the exercise of remedies provided for in Section 8.02 (or after the Loans have automatically become immediately due and payable and the L/C Obligations have automatically been required to be Cash Collateralized
as set forth in the proviso to Section 8.02), any amounts received on account of the Obligations shall be applied by Agent in the following order: 
 First, to payment of that portion of the Obligations constituting fees, indemnities, expenses and other amounts (including fees, charges and disbursements of counsel to Agent (including fees and
time charges for attorneys who may be employees of Agent) and amounts payable under Article III) payable to Agent in its capacity as such; 

  
 73 









 Second, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal, interest and L/C Fees) payable to Lenders and the L/C Issuer (including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer (including fees and time charges
for attorneys who may be employees of any Lender or the L/C Issuer) and amounts payable under Article III), ratably among them in proportion to the respective amounts described in this clause Second payable to them; 

Third, to payment of that portion of the Obligations constituting accrued and unpaid L/C Fees and interest on the Loans,
L/C Borrowings and other Obligations, ratably among Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Third payable to them; 

Fourth, to payment of that portion of the Obligations constituting unpaid principal of the Loans and L/C Borrowings, ratably
among Lenders and the L/C Issuer in proportion to the respective amounts described in this clause Fourth held by them; 
 Fifth, to Agent for the account of the L/C Issuer, to Cash Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters of Credit; and 

Last, the balance, if any, after all of the Obligations have been indefeasibly paid in full, to Borrower or as otherwise required
by Law. 
 Subject to Section 2.03(c), amounts used to Cash Collateralize the aggregate undrawn amount of Letters of Credit
pursuant to clause Fifth above shall be applied to satisfy drawings under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral after all Letters of Credit have either been fully drawn or expired, such
remaining amount shall be applied to the other Obligations, if any, in the order set forth above. 
 ARTICLE IX

 ADMINISTRATIVE AGENT 
 9.01 Appointment and Authorization of Administrative Agent. (a) Each of the Lenders and the L/C issuer hereby irrevocably appoints Union Bank, N.A. to act on its behalf as
Administrative Agent hereunder and under the other Loan Documents and authorizes Agent to take such actions on its behalf and to exercise such powers as are delegated to Agent by the terms hereof and thereof, together with such actions and powers as
are reasonably incidental thereto. The provisions of this Article are solely for the benefit of Agent, the Lenders and the L/C Issuer, and neither Borrower nor any other Loan Party shall have rights as a third party beneficiary of any of such
provisions. 
 (b) Agent shall also act as the “collateral agent” under the Loan Documents, and each of
the Lenders and the L/C Issuer hereby irrevocably appoints and authorizes Agent to act as the agent of such Lender and the L/C Issuer for purposes of acquiring, holding and enforcing any and all Liens on Collateral granted by any of the
Loan Parties to secure any of the Obligations, together with such powers and discretion as are reasonably incidental thereto. In this connection, Agent, as “collateral agent” and any co-agents, sub-agents and attorneys-in-fact appointed by
Agent pursuant to Section 9.05 

  
 74 









 
or otherwise for purposes of holding or enforcing any Lien on the Collateral (or any portion thereof) granted under the Collateral Documents, or for exercising any rights and remedies thereunder
at the direction of Agent), shall be entitled to the benefits of all provisions of this Article IX and Article X, as though such co-agents, sub-agents and attorneys-in-fact were the “collateral agent” under the Loan Documents as
if set forth in full herein with respect thereto. 
 9.02 Rights as a Lender. The Person serving as Agent
hereunder shall have the same rights and powers in its capacity as a Lender as any other Lender and may exercise the same as though it were not Agent and the term “Lender” or “Lenders” shall, unless otherwise expressly indicated
or unless the context otherwise requires, include the Person serving as Agent hereunder in its individual capacity. Such Person and its Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other advisory
capacity for and generally engage in any kind of business with Borrower or any Subsidiary or other Affiliate thereof as if such Person were not Agent hereunder and without any duty to account therefor to Lenders. 

9.03 Exculpatory Provisions. Agent shall not have any duties or obligations except those expressly set forth herein
and in the other Loan Documents. Without limiting the generality of the foregoing, Agent: 
 (a) shall not be
subject to any fiduciary or other implied duties, regardless of whether a Default has occurred and is continuing; 
 (b) shall not have any duty to take any discretionary action or exercise any discretionary powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan Documents that
Agent is required to exercise as directed in writing by the Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided for herein or in the other Loan Documents), provided that Agent shall not be required to
take any action that, in its opinion or the opinion of its counsel, may expose Agent to liability or that is contrary to any Loan Document or applicable Law; and 

(c) shall not, except as expressly set forth herein and in the other Loan Documents, have any duty to disclose, and shall
not be liable for the failure to disclose, any information relating to Borrower or any of its Affiliates that is communicated to or obtained by the Person serving as Agent or any of its Affiliates in any capacity. 

(d) Agent shall not be liable for any action taken or not taken by it (i) with the consent or at the request of the
Required Lenders (or such other number or percentage of the Lenders as shall be necessary, or as Agent shall believe in good faith shall be necessary, under the circumstances as provided in Sections 8.02 and 10.01) or (ii) in the
absence of its own gross negligence or willful misconduct. Agent shall be deemed not to have knowledge of any Default unless and until written notice describing such Default is given to Agent by Borrower, a Lender or the L/C Issuer. Agent shall
not be responsible for or have any duty to ascertain or inquire into (i) any statement, warranty or representation made in or in connection with this Agreement or any other Loan Document, (ii) the contents of any certificate, report or
other document delivered 

  
 75 









 
hereunder or thereunder or in connection herewith or therewith, (iii) the performance or observance of any of the covenants, agreements or other terms or conditions set forth herein or
therein or the occurrence of any Default, (iv) the validity, enforceability, effectiveness or genuineness of this Agreement, any other Loan Document or any other agreement, instrument or document or (v) the satisfaction of any condition
set forth in Article IV or elsewhere herein, other than to confirm receipt of items expressly required to be delivered to Agent. 
 9.04 Reliance by Administrative Agent. Agent shall be entitled to rely upon, and shall not incur any liability for relying upon, any notice, request, certificate, consent, statement,
instrument, document or other writing (including any electronic message, Internet or intranet website posting or other distribution) believed by it to be genuine and to have been signed, sent or otherwise authenticated by the proper Person. Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been made by the proper Person, and shall not incur any liability for relying thereon. In determining compliance with any condition hereunder to the making
of a Loan, or the issuance of a Letter of Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, Agent may presume that such condition is satisfactory to such Lender or the L/C Issuer unless Agent
shall have received notice to the contrary from such Lender or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. Agent may consult with legal counsel (who may be counsel for Borrower), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not taken by it in accordance with the advice of any such counsel, accountants or experts. 

9.05 Delegation of Duties. Agent may perform any and all of its duties and exercise its rights and powers hereunder or
under any other Loan Document by or through any one or more sub agents appointed by Agent. Agent and any such sub agent may perform any and all of its duties and exercise its rights and powers by or through their respective Related Parties. The
exculpatory provisions of this Article shall apply to any such sub agent and to the Related Parties of Agent and any such sub agent, and shall apply to their respective activities in connection with the syndication of the credit facilities provided
for herein as well as activities as Agent. 
 9.06 Resignation of Agent. Agent may at any time give notice of its
resignation to Lenders, the L/C Issuer and Borrower. Upon receipt of any such notice of resignation, the Required Lenders shall have the right, in consultation with Borrower, to appoint a successor, which shall be a bank with an office in the
United States, or an Affiliate of any such bank with an office in the United States. If no such successor shall have been so appointed by the Required Lenders and shall have accepted such appointment within thirty (30) days after the retiring
Agent gives notice of its resignation, then the retiring Agent may on behalf of Lenders and the L/C Issuer, appoint a successor Agent meeting the qualifications set forth above; provided that if Agent shall notify Borrower and the
Lenders that no qualifying Person has accepted such appointment, then such resignation shall nonetheless become effective in accordance with such notice and (1) the retiring Agent shall be discharged from its duties and obligations hereunder
and under the other Loan Documents (except that in the case of any collateral security held by Agent on behalf of the Lenders or the L/C Issuer under any of the Loan Documents, the retiring Agent shall continue to hold such collateral security
until such time as a successor Agent is appointed) and (2) all payments, communications and determinations provided to be made by, to 

  
 76 









 
or through Agent shall instead be made by or to each Lender and the L/C Issuer directly, until such time as the Required Lenders appoint a successor Agent as provided for above in this
Section. Upon the acceptance of a successor’s appointment as Agent hereunder, such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring (or retired) Agent, and the retiring Agent
shall be discharged from all of its duties and obligations hereunder or under the other Loan Documents (if not already discharged therefrom as provided above in this Section). The fees payable by Borrower to a successor Agent shall be the same as
those payable to its predecessor unless otherwise agreed between Borrower and such successor. After the retiring Agent’s resignation hereunder and under the other Loan Documents, the provisions of this Article and Section 10.04 shall
continue in effect for the benefit of such retiring Agent, its sub agents and their respective Related Parties in respect of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent was acting as Administrative
Agent. 
 Any resignation by Union Bank, N.A. as Agent pursuant to this Section shall also constitute its resignation as
L/C Issuer and Swing Line Lender. Upon the acceptance of a successor’s appointment as Agent hereunder, (a) such successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring
L/C Issuer and Swing Line Lender, (b) the retiring L/C Issuer and Swing Line Lender shall be discharged from all of their respective duties and obligations hereunder or under the other Loan Documents, and (c) the successor
L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements satisfactory to the retiring L/C Issuer to effectively assume the obligations
of the retiring L/C Issuer with respect to such Letters of Credit. 
 9.07 Non-Reliance on Agent and Other
Lenders. Each Lender and the L/C Issuer acknowledges that it has, independently and without reliance upon Agent or any other Lender or any of their Related Parties and based on such documents and information as it has deemed
appropriate, made its own credit analysis and decision to enter into this Agreement. Each Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon Agent or any other Lender or any of their Related
Parties and based on such documents and information as it shall from time to time deem appropriate, continue to make its own decisions in taking or not taking action under or based upon this Agreement, any other Loan Document or any related
agreement or any document furnished hereunder or thereunder. 
 9.08 No Other Duties, Etc. Anything herein to the
contrary notwithstanding, no Lender holding a Title listed on the cover page hereof shall have any powers, duties or responsibilities under this Agreement or any of the other Loan Documents, except in its capacity, as applicable, as Agent, a Lender
or the L/C Issuer hereunder. 
 9.09 Administrative Agent May File Proofs of Claim. In case of the pendency
of any proceeding under any Debtor Relief Law or any other judicial proceeding relative to any Loan Party, Agent (irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable as herein expressed or by
declaration or otherwise and irrespective of whether Agent shall have made any demand on Borrower) shall be entitled and empowered, by intervention in such proceeding or otherwise: 

  
 77 









 (a) to file and prove a claim for the whole amount of the principal and
interest owing and unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid and to file such other documents as may be necessary or advisable in order to have the claims of Lenders, the L/C Issuer
and Agent (including any claim for the reasonable compensation, expenses, disbursements and advances of Lenders, the L/C Issuer and Agent and their respective agents and counsel and all other amounts due Lenders, the L/C Issuer and Agent
under Sections 2.03(i) and (j), 2.09 and 10.04) allowed in such judicial proceeding; and 
 (b) to
collect and receive any monies or other property payable or deliverable on any such claims and to distribute the same; 
 and any custodian,
receiver, assignee, trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such payments to Agent and, in the event that Agent shall consent to
the making of such payments directly to Lenders and the L/C Issuer, to pay to Agent any amount due for the reasonable compensation, expenses, disbursements and advances of Agent and its agents and counsel, and any other amounts due Agent under
Sections 2.09 and 10.04. Nothing contained herein shall be deemed to authorize Agent to authorize or consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization, arrangement, adjustment or composition
affecting the Obligations or the rights of any Lender or the L/C Issuer or to authorize Agent to vote in respect of the claim of any Lender or the L/C Issuer in any such proceeding. 

9.10 Guaranty Matters. Each Lender and the L/C Issuer hereby irrevocably authorizes Agent, at its option and in its
discretion, to release any Guarantor from its obligations under the Guaranty if such Person ceases to be a Subsidiary as a result of a transaction permitted hereunder. Upon request by Agent at any time, each Lender and the L/C Issuer will
confirm in writing Agent’s authority to release any Guarantor from its obligations under the Guaranty pursuant to this Section 9.10. 
 9.11 Collateral Matters. 
 (a) Each Lender and the
L/C Issuer hereby irrevocably authorizes and directs Agent to enter into the Collateral Documents for the benefit of such Lender and the L/C Issuer. Each Lender and the L/C Issuer hereby agrees, and each holder of any Note by the
acceptance thereof will be deemed to agree, that, except as otherwise set forth in Section 10.01, any action taken by the Required Lenders, in accordance with the provisions of this Agreement or the Collateral Documents, and the exercise by the
Required Lenders of the powers set forth herein or therein, together with such other powers as are reasonably incidental thereto, shall be authorized and binding upon all of Lenders and the L/C Issuer. Agent is hereby authorized (but not
obligated) on behalf of all of Lenders and the L/C Issuer, without the necessity of any notice to or further consent from any Lender or the L/C Issuer from time to time prior to, an Event of Default, to take any action with respect to any
Collateral or Collateral Documents which may be necessary to perfect and maintain perfected the Liens upon the Collateral granted pursuant to the Collateral Documents. 

  
 78 









 (b) Each Lender and the L/C issuer hereby irrevocably authorize Agent,
at its option and in its discretion, 
 (i) to release any Lien on any property granted to or held by Agent under
any Loan Document (A) upon termination of the Aggregate Commitments and payment in full of all Obligations (other than contingent indemnification obligations) and the expiration or termination of all Letters of Credit (other than Letters of
Credit as to which other arrangements satisfactory to Agent and the L/C Issuer shall have been made), (B) that is disposed of or to be disposed of as part of or in connection with any transfer permitted hereunder or under any other Loan
Document, (C) subject to Section 10.01, if approved, authorized or ratified in writing by the Required Lenders, or (D) in connection with any foreclosure sale or other disposition of Collateral after the occurrence of an Event of
Default; and 
 (ii) to subordinate any Lien on any property granted to or held by Agent under any Loan Document
to the holder of any Lien on such property that is permitted by this Agreement or any other Loan Document. 
 Upon request by
Agent at any time, each Lender and the L/C Issuer will confirm in writing Agent’s authority to release or subordinate its interest in particular types or items of Collateral pursuant to this Section 9.11. 

(c) Subject to (b) above, Agent shall (and is hereby irrevocably authorized by each Lender and the L/C Issuer,
to execute such documents as may be necessary to evidence the release or subordination of the Liens granted to Agent for the benefit of Agent and Lenders and the L/C Issuer herein or pursuant hereto upon the applicable Collateral; provided that
(i) Agent shall not be required to execute any such document on terms which, in Agent’s opinion, would expose Agent to or create any liability or entail any consequence other than the release or subordination of such Liens without recourse
or warranty and (ii) such release or subordination shall not in any manner discharge, affect or impair the Obligations or any Liens upon (or obligations of Borrower or any other Loan Party in respect of) all interests retained by Borrower or
any other Loan Party, including the proceeds of the sale, all of which shall continue to constitute part of the Collateral. In the event of any sale or transfer of Collateral, or any foreclosure with respect to any of the Collateral, Agent shall be
authorized to deduct all expenses reasonably incurred by Agent from the proceeds of any such sale, transfer or foreclosure. 
 (d) Agent shall have no obligation whatsoever to any Lender, the L/C Issuer or any other Person to assure that the Collateral exists or is owned by Borrower or any other Loan Party or is cared for,
protected or insured or that the Liens granted to Agent herein or in any of the Collateral Documents or pursuant hereto or thereto have been properly or sufficiently or lawfully created, perfected, protected or enforced or are entitled to any
particular priority, or to exercise or to continue exercising at all or in any manner or under any duty of care, disclosure or fidelity any of the rights, authorities and powers granted or available to Agent in this Section 9.11 or in any of
the Collateral Documents, it being understood and agreed that in respect of the Collateral, or any act, omission or event related thereto, Agent may act in any manner it may deem appropriate, in its sole discretion, given Agent’s own interest
in the Collateral as one of Lenders and that Agent shall have no duty or liability whatsoever to Lenders or the L/C Issuer. 

  
 79 









 (e) Each Lender and the L/C Issuer hereby appoints each other Lender as
agent for the purpose of perfecting Lenders’ and the L/C Issuer’s security interest in assets which, in accordance with Article 9 of the UCC can be perfected only by possession. Should any Lender or the L/C Issuer (other
than Agent) obtain possession of any such Collateral, such Lender or the L/C Issuer shall notify Agent thereof, and, promptly upon Agent’s request therefor shall deliver such Collateral to Agent or in accordance with Agent’s
instructions. 
 ARTICLE X 
 MISCELLANEOUS 
 10.01 Amendments, Etc. No amendment or
waiver of any provision of this Agreement or any other Loan Document, and no consent to any departure by Borrower or any other Loan Party therefrom, shall be effective unless in writing signed by the Required Lenders and Borrower or the applicable
Loan Party, as the case may be, and acknowledged by Agent, and each such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given; provided, however, that no such amendment, waiver
or consent shall: 
 (a) waive any condition set forth in Section 4.01(a) without the written consent of
each Lender; provided, however, in the sole discretion of Agent, only a waiver by Agent shall be required with respect to immaterial matters or items specified in Section 4.01(a)(iii) or (iv) with respect to which Borrower
has given assurances satisfactory to Agent that such items shall be delivered promptly following the Closing Date; 
 (b) extend or increase the Commitment of any Lender (or reinstate any Commitment terminated pursuant to Section 8.02) without the written consent of such Lender; 

(c) postpone any date fixed by this Agreement or any other Loan Document for any payment (excluding mandatory prepayments)
of principal, interest, fees or other amounts due to Lenders (or any of them) hereunder or under any other Loan Document without the written consent of each Lender directly affected thereby; 

(d) reduce the principal of, or the rate of interest specified herein on, any Loan or L/C Borrowing, or (subject to
clause (iv) of the second proviso to this Section 10.01) any fees or other amounts payable hereunder or under any other Loan Document, without the written consent of each Lender directly affected thereby; provided, however,
that only the consent of the Required Lenders shall be necessary (i) to amend the definition of “Default Rate” or to waive any obligation of Borrower to pay interest or L/C Fees at the Default Rate or (ii) to amend any
financial covenant hereunder (or any defined term used therein) even if the effect of such amendment would be to reduce the rate of interest on any Loan or L/C Borrowing or to reduce any fee payable hereunder; 

  
 80 









 (e) change Section 2.13 or Section 8.03 in a manner that would
alter the pro rata sharing of payments required thereby without the written consent of each Lender; 
 (f) change
any provision of this Section or the definition of “Required Lenders” or any other provision hereof specifying the number or percentage of Lenders required to amend, waive or otherwise modify any rights hereunder or make any determination
or grant any consent hereunder, without the written consent of each Lender; or 
 (g) release any Guarantor from
the Guaranty, except in accordance with the terms of any Loan Document, or release the Liens on all or substantially all of the Collateral in any transaction or series of related transactions (it being understood that releases of Collateral in
connection with a Disposition permitted under Section 7.05 (or as otherwise permitted under the definition of “Disposition”), do not involve substantially all of the Collateral and shall not require the consent of any of the Lenders),
without the written consent of each Lender; 
 and, provided further, that (i) no amendment, waiver or consent shall, unless
in writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of Credit issued or to be issued by it;
(ii) no amendment, waiver or consent shall, unless in writing and signed by Swing Line Lender in addition to the Lenders required above, affect the rights or duties of Swing Line Lender under this Agreement; (iii) no amendment, waiver or
consent shall, unless in writing and signed by Agent in addition to the Lenders required above, affect the rights or duties of Agent under this Agreement or any other Loan Document; and (iv) the Agent Fee Letter may be amended, or rights or
privileges thereunder waived, in a writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent hereunder, except
that the Commitment of such Lender may not be increased or extended without the consent of such Lender. 
 10.02 Notices;
Effectiveness; Electronic Communications. 
 (a) Notices Generally. Except in the
case of notices and other communications expressly permitted to be given by telephone (and except as provided in subsection (b) below), all notices and other communications provided for herein shall be in writing and shall be delivered by hand
or overnight courier service, mailed by certified or registered mail or sent by facsimile as follows, and all notices and other communications expressly permitted hereunder to be given by telephone shall be made to the applicable telephone number,
as follows: 
 (i) if to Borrower, Agent, the L/C Issuer or Swing Line Lender, to the address, facsimile
number, electronic mail address or telephone number specified for such Person on Schedule 10.02 ; and 

(ii) if to any other Lender, to the address, facsimile number, electronic mail address or telephone number specified on
its signature page hereto. 

  
 81 









 Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall be
deemed to have been given when received; notices sent by facsimile shall be deemed to have been given when sent (except that, if not given during normal business hours for the recipient, shall be deemed to have been given at the opening of business
on the next business day for the recipient). Notices delivered through electronic communications to the extent provided in subsection (b) below, shall be effective as provided in such subsection (b). 

(b) Electronic Communications. Notices and other communications to Lenders and the L/C Issuer hereunder
may be delivered or furnished by electronic communication (including e-mail and Internet or intranet websites) pursuant to procedures approved by Agent, provided that the foregoing shall not apply to notices to any Lender or the L/C Issuer
pursuant to Article II if such Lender or the L/C Issuer, as applicable has notified the Agent that it is incapable of receiving notices under such Article by electronic communication. Agent or Borrower may, in its discretion, agree to
accept notices and other communications to it hereunder by electronic communications pursuant to procedures approved by it, provided that approval of such procedures may be limited to particular notices or communications. Unless Agent otherwise
prescribes, (i) notices and other communications sent to an e-mail address shall be deemed received upon the sender’s receipt of an acknowledgement from the intended recipient (such as by the “return receipt requested” function,
as available, return e-mail or other written acknowledgement), provided that if such notice or other communication is not sent during the normal business hours of the recipient, such notice or communication shall be deemed to have been sent
at the opening of business on the next business day for the recipient, and (ii) notices or communications posted to an Internet or intranet website shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address
as described in the foregoing clause (i) of notification that such notice or communication is available and identifying the website address therefor. 
 (c) The Platform. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE.” THE AGENT PARTIES (AS DEFINED BELOW) DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF BORROWER
MATERIALS OR THE ADEQUACY OF THE PLATFORM, AND EXPRESSLY DISCLAIM LIABILITY FOR ERRORS IN OR OMISSIONS FROM BORROWER MATERIALS. NO WARRANTY OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS OR FREEDOM FROM VIRUSES OR OTHER CODE DEFECTS, IS MADE BY ANY AGENT PARTY IN CONNECTION WITH BORROWER MATERIALS OR THE PLATFORM. In no event shall Agent or any of its Related Parties
(collectively, the “Agent Parties”) have any liability to Borrower, any Lender, the L/C Issuer or any other Person for losses, claims, damages, liabilities or expenses of any kind (whether in tort, contract or otherwise)
arising out of Borrower’s or Agent’s transmission of Borrower Materials through the Internet, except to the extent that such losses, claims, damages, liabilities or expenses are determined by a court of competent jurisdiction by a final
and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Agent Party; provided, however, that in no event shall any Agent Party have any liability to Borrower, any Lender, the L/C Issuer
or any other Person for indirect, special, incidental, consequential or punitive damages (as opposed to direct or actual damages). 

  
 82 









 (d) Change of Address, Etc. Each of Borrower, Agent, the
L/C Issuer and Swing Line Lender may change its address, facsimile or telephone number for notices and other communications hereunder by notice to the other parties hereto. Each other Lender may change its address, facsimile or telephone number
for notices and other communications hereunder by notice to Borrower, Agent, the L/C Issuer and Swing Line Lender. In addition, each Lender agrees to notify Agent from time to time to ensure that Agent has on record (i) an effective
address, contact name, telephone number, facsimile number and electronic mail address to which notices and other communications may be sent and (ii) accurate wire instructions for such Lender. Furthermore, each Public Lender agrees to cause at
least one individual at or on behalf of such Public Lender to at all times have selected the “Private Side Information” or similar designation on the content declaration screen of the Platform in order to enable such Public Lender or its
delegate, in accordance with such Public Lender’s compliance procedures and applicable Law, including United States Federal and state securities Laws, to make reference to Borrower Materials that are not made available through the “Public
Side Information” portion of the Platform and that may contain material non-public information with respect to Borrower or its securities for purposes of United States Federal or state securities laws. 

(e) Reliance by Agent, L/C Issuer and Lenders. Agent, the L/C Issuer and Lenders shall be entitled
to reasonably rely and act upon any notices (including telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or (ii) the terms thereof, as understood by the recipient, varied from any confirmation thereof. Borrower shall indemnify Agent, the L/C Issuer, each
Lender and the Related Parties of each of them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on each notice purportedly given by or on behalf of Borrower. All telephonic notices to and other telephonic
communications with Agent may be recorded by Agent, and each of the parties hereto hereby consents to such recording. 
 10.03
No Waiver; Cumulative Remedies: Enforcement. No failure by any Lender, the L/C Issuer or Agent to exercise, and no delay by any such Person in exercising, any right, remedy, power or privilege hereunder shall operate as a
waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. The rights, remedies, powers
and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided by law. 

Notwithstanding anything to the contrary contained herein or in any other Loan Document, the authority to enforce rights and remedies
hereunder and under the other Loan Documents against the Loan Parties or any of them shall be vested exclusively in, and all actions and proceedings at law in connection with such enforcement shall be instituted and maintained exclusively by, Agent
in accordance with Section 8.02 for the benefit of all Lenders and the 

  
 83 









 
L/C Issuer; provided, however, that the foregoing shall not prohibit (a) Agent from exercising on its own behalf the rights and remedies that inure to its benefit (solely
in its capacity as Agent) hereunder and under the other Loan Documents, (b) the L/C Issuer or the Swing Line Lender from exercising the rights and remedies that inure to its benefit (solely in its capacity as L/C Issuer or Swing Line
Lender, as the case may be) hereunder and under the other Loan Documents, (c) any Lender from exercising setoff rights in accordance with Section 10.08 (subject to the terms of Section 2.13), or (d) any Lender from filing proofs
of claim or appearing and filing pleadings on its own behalf during the pendency of a proceeding relative to any Loan Party under any Debtor Relief Law; and provided, further, that if at any time there is no Person acting as Agent hereunder and
under the other Loan Documents, then (i) the Required Lenders shall have the rights otherwise ascribed to Agent pursuant to Section 8.02 and (ii) in addition to the matters set forth in clauses (b), (c) and (d) of the
preceding proviso and subject to Section 2.13, any Lender may, with the consent of the Required Lenders, enforce any rights and remedies available to it and as authorized by the Required Lenders. 

10.04 Expenses; Indemnity; Damage Waiver. 

(a) Costs and Expenses. Borrower shall pay (i) all reasonable and documented out of pocket expenses
incurred by Agent and its Affiliates (including the reasonable fees, charges and disbursements of counsel for Agent), in connection with the syndication of the credit facilities provided for herein, the preparation, negotiation, execution, delivery
and administration of this Agreement and the other Loan Documents or any amendments, modifications or waivers of the provisions hereof or thereof (whether or not the transactions contemplated hereby or thereby shall be consummated) (subject to any
limitation previously agreed in writing), (ii) all reasonable and documented out of pocket expenses incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any Letter of Credit or any demand for payment
thereunder and (iii) all documented out of pocket expenses incurred by Agent, any Lender or the L/C Issuer (including the fees, charges and disbursements of any counsel for Agent, any Lender or the L/C Issuer), and shall pay all reasonable and
customary fees and time charges for attorneys who may be employees of Agent, any Lender or the L/C Issuer, in connection with the enforcement or protection of its rights (A) in connection with this Agreement and the other Loan Documents,
including its rights under this Section, or (B) in connection with the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses incurred during any workout, restructuring or negotiations in respect of such
Loans or Letters of Credit. 
 (b) Indemnification by Borrower. Borrower shall indemnify Agent,
each Lender and the L/C Issuer, and each Related Party of any of the foregoing Persons (each such Person being called an “Indemnitee”) against, and hold each Indemnitee harmless from, any and all losses, claims, damages,
liabilities, penalties and related expenses (other than Taxes or Other Taxes which shall only be indemnified by Borrower to the extent provided in Section 3.01(c)), including the fees, charges and disbursements of any counsel for any
Indemnitee), and shall indemnify and hold harmless each Indemnitee from all reasonable and customary fees and time charges and disbursements for attorneys who may be employees of any Indemnitee, incurred by any Indemnitee or asserted against any
Indemnitee by any third party or by Borrower or any other Loan Party arising 

  
 84 









 
out of, in connection with, or as a result of (i) the execution or delivery of this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or thereby, the
performance by the parties hereto of their respective obligations hereunder or thereunder, or the consummation of the transactions contemplated hereby or thereby, or, in the case of Agent and its Related Parties only, the administration of this
Agreement and the other Loan Documents (including in respect of any matters addressed in Section 3.01), (ii) any Loan or Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the L/C Issuer to
honor a demand for payment under a Letter of Credit if the documents presented in connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by Borrower or any of its Subsidiaries, or any Environmental Liability related in any way to Borrower or any of its Subsidiaries, or (iv) any actual or prospective claim, litigation,
investigation or proceeding relating to any of the foregoing, whether based on contract, tort or any other theory, whether brought by a third party or by Borrower or any other Loan Party, and regardless of whether any Indemnitee is a party thereto
in all cases, whether or not caused by or arising, in whole or in part, out of the comparative, contributory or sole negligence of the indemnitee; provided that such indemnity shall not, as to any Indemnitee, be available to the extent that
such losses, claims, damages, liabilities or related expenses (x) are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from the gross negligence or willful misconduct of such Indemnitee or
(y) result from a claim brought by Borrower or any other Loan Party against an Indemnitee for breach in bad faith of such Indemnitee’s obligations hereunder or under any other Loan Document, if Borrower or such other Loan Party has
obtained a final and nonappealable judgment in its favor on such claim as determined by a court of competent jurisdiction. Borrower shall not be liable to any Indemnitee for any special, indirect, consequential or punitive damages arising out of, in
connection with, or as a result of the transactions contemplated hereby asserted by an Indemnitee against Borrower or any other Loan Party; provided that the foregoing limitation shall not be deemed to impair or affect the obligations of Borrower
under the preceding provisions of this subsection. If any claim, demand, action or cause of action is asserted against any Indemnitee, such Indemnitee shall promptly notify Borrower, but the failure to so promptly notify Borrower shall not affect
Borrower’s obligations under this subsection. Such Indemnitee may (and shall, if requested by Borrower in writing) contest the validity, applicability and amount of such claim, demand, action or cause of action. 

(c) Reimbursement by Lenders. To the extent that Borrower for any reason fails to indefeasibly pay any
amount required under subsection (a) or (b) of this Section to be paid by it to Agent, the L/C Issuer or any Related Party of any of the foregoing, each Lender severally agrees to pay to Agent, the L/C Issuer or such Related
Party, as the case may be, such Lender’s Applicable Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment is sought) of such unpaid amount, provided that the unreimbursed expense or
indemnified loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted against Agent or the L/C Issuer in its capacity as such, or against any Related Party of any of the foregoing acting for Agent or
L/C Issuer in connection with such capacity. The obligations of the Lenders under this subsection (c) are subject to the provisions of Section 2.12(d). 

  
 85 









 (d) Waiver of Consequential Damages, Etc. To the fullest
extent permitted by applicable law, Borrower shall not assert, and hereby waives, any claim against any Indemnitee, on any theory of liability, for special, indirect, consequential or punitive damages (as opposed to direct or actual damages) arising
out of, in connection with, or as a result of, this Agreement, any other Loan Document or any agreement or instrument contemplated hereby, the transactions contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds
thereof. No Indemnitee referred to in subsection (b) above shall be liable for any damages arising from the use by unintended recipients of any information or other materials distributed to such unintended recipients by such Indemnitee through
telecommunications, electronic or other information transmission systems in connection with this Agreement or the other Loan Documents or the transactions contemplated hereby or thereby other than for direct or actual damages resulting from the
gross negligence or willful misconduct of such Indemnitee as determined by a final and nonappealable judgment of a court of competent jurisdiction. 
 (e) Payments. All amounts due under this Section shall be payable not later than ten (10) Business Days after demand therefor. 

(f) Survival. The agreements in this Section shall survive the resignation of Agent, the
L/C Issuer and the Swing Line Lender, the replacement of any Lender, the termination of the Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations. 

10.05 Payments Set Aside. To the extent that any payment by or on behalf of Borrower is made to Agent, the
L/C Issuer or any Lender, or to the extent Agent, the L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such setoff or any part thereof is subsequently invalidated, declared to be fraudulent or
preferential, set aside or required (including pursuant to any settlement entered into by Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any other party, in connection with any proceeding under
any Debtor Relief Law or otherwise, then (a) to the extent of such recovery, the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such
setoff had not occurred, and (b) each Lender and the L/C Issuer severally agrees to pay to Agent upon demand its applicable share (without duplication) of any amount so recovered from or repaid by Agent, plus interest thereon from the date
of such demand to the date such payment is made at a rate per annum equal to the Federal Funds Rate from time to time in effect. The obligations of the Lenders and the L/C Issuer under clause (b) of the preceding sentence shall survive the
payment in full of the Obligations and the termination of this Agreement. 

  
 86 









 10.06 Successors and Assigns. 

(a) Successors and Assigns Generally. The provisions of this Agreement shall be binding upon and inure to
the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that neither Borrower nor any other Loan Party may assign or otherwise transfer any of its rights or obligations hereunder without the prior
written consent of Agent, the L/C Issuer and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an assignee in accordance with the provisions of subsection (b) of this
Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this
Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective
successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of Agent, the L/C Issuer and the Lenders) any
legal or equitable right, remedy or claim under or by reason of this Agreement. 
 (b) Assignments by
Lenders. Any Lender may at any time assign to one or more assignees all or a portion of its rights and obligations under this Agreement (including all or a portion of its Commitment and the Loans (including for purposes of this
subsection (b), participations in L/C Obligations and in Swing Line Loans) at the time owing to it); provided that any such assignment shall be subject to the following conditions: 

(i) Minimum Amounts. 

(A) in the case of an assignment of the entire remaining amount of the assigning Lender’s Commitment and the Loans
at the time owing to it or in the case of an assignment to a Lender or an Affiliate of a Lender no minimum amount need be assigned; and 
 (B) in any case not described in subsection (b)(i)(A) of this Section, the aggregate amount of the Commitment (which for this purpose includes Loans outstanding thereunder) or, if the Commitment is
not then in effect, the principal outstanding balance of the Loans of the assigning Lender subject to each such assignment, determined as of the date the Assignment and Assumption with respect to such assignment is delivered to Agent or, if
“Trade Date” is specified in the Assignment and Assumption, as of the Trade Date, shall not be less than Five Million Dollars ($5,000,000) unless each of Agent and, so long as no Event of Default has occurred and is continuing,
Borrower otherwise consents (each such consent not to be unreasonably withheld or delayed); provided, however, that concurrent assignments to members of an Assignee Group and concurrent assignments from members of an Assignee Group to
a single Eligible Assignee (or to an Eligible Assignee and members of its Assignee Group) will be treated as a single assignment for purposes of determining whether such minimum amount has been met; 

  
 87 









 (ii) Proportionate Amounts. Each partial assignment shall be
made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement with respect to the Loans or the Commitment assigned, except that this clause (ii) shall not apply to the Swing Line
Lender’s rights and obligations in respect of Swing Line Loans; 
 (iii) Required Consents. No
consent shall be required for any assignment except to the extent required by subsection (b)(i)(B) of this Section and, in addition: 
 (A) the consent of Borrower (such consent not to be unreasonably withheld or delayed) shall be required unless (1) an Event of Default has occurred and is continuing at the time of such assignment or
(2) such assignment is to a Lender or an Affiliate of a Lender; 
 (B) the consent of Agent (such consent
not to be unreasonably withheld or delayed) shall be required for assignments in respect of any Commitment if such assignment is to a Person that is not a Lender, or an Affiliate of such Lender. 

(C) the consent of the L/C Issuer (such consent not to be unreasonably withheld or delayed) shall be required for
any assignment that increases the obligation of the assignee to participate in exposure under one or more Letters of Credit (whether or not then outstanding); and 

(D) the consent of the Swing Line Lender (such consent not to be unreasonably withheld or delayed) shall be required for
any assignment in respect of any Commitment. 
 (iv) Assignment and Assumption. The parties to each
assignment shall execute and deliver to Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of Three Thousand Five Hundred Dollars ($3,500); provided, however, that the Agent may, in
its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. 
 (v)
No Assignment to Borrower. No such assignment shall be made to Borrower or any of Borrower’s Affiliates or Subsidiaries. 
 (vi) No Assignment to Natural Persons. No such assignment shall be made to a natural person. 
 Subject to acceptance and recording thereof by Agent pursuant to subsection (c) of this Section, from and after the effective date specified in each Assignment and Assumption, the assignee thereunder
shall be a party to this Agreement and, to the extent of the interest assigned by such Assignment and Assumption, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the
interest assigned by such Assignment and Assumption, be released from its obligations under this Agreement (and, in the case of an Assignment and Assumption covering all of the assigning Lender’s rights and obligations under this Agreement,
such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.01, 3.04, 3.05, and 10.04 with respect to facts and 

  
 88 









 
circumstances occurring prior to the effective date of such assignment. Upon request, Borrower (at its expense) shall execute and deliver a Note to the assignee Lender. Any assignment or transfer
by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with
subsection (d) of this Section. 
 (c) Register. Agent, acting solely for this purpose as an
agent of Borrower, shall maintain at Administrative Agent’s Office a copy of each Assignment and Assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal
amounts of the Loans and L/C Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive, and Borrower, Agent and the Lenders may treat each
Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The Register shall be available for inspection by Borrower and any Lender,
at any reasonable time and from time to time upon reasonable prior notice. 
 (d) Participations.
Any Lender may at any time, without the consent of, or notice to, Borrower or Agent, sell participations to any Person (other than a natural person or Borrower or any of Borrower’s Affiliates or Subsidiaries) (each, a
“Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender’s participations in
L/C Obligations and/or Swing Line Loans) owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto
for the performance of such obligations and (iii) Borrower, Agent, the L/C Issuer and the Lenders shall continue to deal solely and directly with such Lender in connection with such Lender’s rights and obligations under this
Agreement. Any agreement or instrument pursuant to which a Lender sells such a participation shall provide that such Lender shall retain the sole right to enforce this Agreement and to approve any amendment, modification or waiver of any provision
of this Agreement; provided that such agreement or instrument may provide that such Lender will not, without the consent of the Participant, agree to any amendment, waiver or other modification described in the first proviso to
Section 10.01 that affects such Participant. Subject to subsection (e) of this Section, Borrower agrees that each Participant shall be entitled to the benefits of Sections 3.01, 3.04 and 3.05 to the same extent as if it were a
Lender and had acquired its interest by assignment pursuant to subsection (b) of this Section. To the extent permitted by law, each Participant also shall be entitled to the benefits of Section 10.08 as though it were a Lender, provided
such Participant agrees to be subject to Section 2.13 as though it were a Lender. 
 (e) Limitations
upon Participant Rights. A Participant shall not be entitled to receive any greater payment under Section 3.01 or 3.04 than the applicable Lender would have been entitled to receive with respect to the participation sold to such
Participant, unless the sale of the participation to such Participant is made with Borrower’s prior written consent. A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the benefits of Section 3.01
unless Borrower is notified of the participation sold to such Participant and such Participant agrees, for the benefit of Borrower, to comply with Section 3.01(e) as though it were a Lender. 

  
 89 









 (f) Certain Pledges. Any Lender may at any time pledge or
assign a security interest in all or any portion of its rights under this Agreement (including under its Note, if any) to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank;
provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto. 

(g) Deemed Consent of Borrower. If the consent of Borrower to an assignment to an assignee is required
hereunder (including a consent to an assignment which does not meet the minimum assignment threshold specified in Section 10.06(b)(i)(B)), Borrower shall be deemed to have given its consent ten (10) calendar days after the date notice
thereof has been delivered to Borrower by the assigning Lender (through Agent) unless such consent is expressly refused by Borrower prior to such tenth calendar day. 

(h) Resignation as L/C Issuer or Swing Line Lender. Notwithstanding anything to the contrary contained
herein, if at any time Union Bank, N.A. assigns all of its Commitment and Loans pursuant to subsection (b) above, Union Bank, N.A. may, (i) upon thirty (30) days’ notice to Borrower and the Lenders, resign as
L/C Issuer and/or (ii) upon thirty (30) days’ notice to Borrower, resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line Lender, Borrower shall be entitled to appoint from among Lenders
a successor L/C Issuer or Swing Line Lender hereunder; provided, however, that no failure by Borrower to appoint any such successor shall affect the resignation of Union Bank, N.A. as L/C Issuer or Swing Line Lender, as
the case may be. If Union Bank, N.A. resigns as L/C Issuer, it shall retain all the rights, powers, privileges and duties of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the effective date of its
resignation as L/C Issuer and all L/C Obligations with respect thereto (including the right to require the Lenders to make Base Rate Committed Loans or fund risk participations in Unreimbursed Amounts pursuant to Section 2.03(c)). If
Union Bank, N.A. resigns as Swing Line Lender, it shall retain all the rights of Swing Line Lender provided for hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of such resignation, including the
right to require the Lenders to make Base Rate Committed Loans or fund risk participations in outstanding Swing Line Loans pursuant to Section 2.04(c). Upon the appointment of a successor L/C Issuer and/or Swing Line Lender, (a) such
successor shall succeed to and become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer or Swing Line Lender, as the case may be, and (b) the successor L/C Issuer shall issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such succession or make other arrangements reasonably satisfactory to Union Bank, N.A. to effectively assume the obligations of Union Bank, N.A. with respect to
such Letters of Credit. 

  
 90 









 10.07 Treatment of Certain Information; Confidentiality. Each of Agent,
Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as defined below), except that Information may be disclosed (a) to its Affiliates and to its and its Affiliates’ respective partners, directors,
officers, employees, agents, trustees, advisors and representatives (it being understood that the Persons to whom such disclosure is made will be informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b) to the extent requested by any regulatory authority, purporting to have jurisdiction over it (including any self-regulatory authority), (c) to the extent required by applicable laws or regulations or by any subpoena or
similar legal process, (d) to any other party hereto, (e) in connection with the exercise of any remedies hereunder or under any other Loan Document or any action or proceeding relating to this Agreement or any other Loan Document or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing provisions substantially the same as those of this Section, to (i) any assignee of or Participant in, or any prospective assignee of or Participant in,
any of its rights or obligations under this Agreement, or (ii) any actual or prospective counterparty (or its advisors) to any swap or derivative transaction relating to Borrower and its obligations, (g) with the consent of Borrower or
(h) to the extent such Information (x) becomes publicly available other than as a result of a breach of this Section or (y) becomes available to Agent, any Lender, the L/C Issuer or any of their respective Affiliates on a
nonconfidential basis from a source other than Borrower. For purposes of this Section, “Information” means all information received from Borrower or any Subsidiary relating to Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to Agent, any Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by Borrower or any Subsidiary, provided that, in the case of information received from
Borrower or any Subsidiary after the date hereof, such information is clearly identified at the time of delivery as confidential. Any Person required to maintain the confidentiality of Information as provided in this Section shall be considered
to have complied with its obligation to do so if such Person has exercised the same degree of care to maintain the confidentiality of such Information as such Person would accord to its own confidential information. Each of Agent, the Lenders and
the L/C Issuer acknowledges that (A) the Information may include material non-public information concerning Borrower or a Subsidiary, as the case may be, (B) it has developed compliance procedures regarding the use of material
non-public information and (C) it will handle such material non-public information in accordance with applicable Law, including Federal and state securities Laws. 
 10.08 Right of Setoff. If an Event of Default shall have occurred and be continuing, each Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at
any time and from time to time, to the fullest extent permitted by applicable law, to set off and apply any and all deposits (general or special, time or demand, provisional or final, in whatever currency) at any time held and other obligations (in
whatever currency) at any time owing by such Lender, the L/C Issuer or any such Affiliate to or for the credit or the account of Borrower or any other Loan Party against any and all of the obligations of Borrower or such Loan Party now or
hereafter existing under this Agreement or any other Loan Document to such Lender or the L/C Issuer or any such Affiliate, irrespective of whether or not such Lender or the L/C Issuer shall have made any demand under this Agreement or any
other Loan Document and although such obligations of Borrower or such Loan Party may be contingent or unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the branch or office holding such deposit or
obligated on such indebtedness. The rights of each Lender, the L/C Issuer and 

  
 91 









 
their respective Affiliates under this Section are in addition to other rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their respective
Affiliates may have. Each Lender and the L/C Issuer agrees to notify Borrower and Agent promptly after any such setoff and application, provided that the failure to give such notice shall not affect the validity of such setoff and
application. 
 10.09 Interest Rate Limitation. Notwithstanding anything to the contrary contained in any
Loan Document, the interest paid or agreed to be paid under the Loan Documents shall not exceed the maximum rate of non-usurious interest permitted by applicable Law (the “Maximum Rate”). If Agent or any Lender shall receive
interest in an amount that exceeds the Maximum Rate, the excess interest shall be applied to the principal of the Loans or, if it exceeds such unpaid principal, refunded to Borrower. In determining whether the interest contracted for, charged, or
received by Agent or a Lender exceeds the Maximum Rate, such Person may, to the extent permitted by applicable Law, (a) characterize any payment that is not principal as an expense, fee, or premium rather than interest, (b) exclude
voluntary prepayments and the effects thereof, and (c) amortize, prorate, allocate, and spread in equal or unequal parts the total amount of interest throughout the contemplated term of the Obligations hereunder. 

10.10 Counterparts; Integration; Effectiveness. This Agreement may be executed in counterparts (and by different
parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. This Agreement and the other Loan Documents constitute the entire contract among the
parties relating to the subject matter hereof and supersede any and all previous agreements and understandings, oral or written, relating to the subject matter hereof. Except as provided in Section 4.01, this Agreement shall become effective
when it shall have been executed by Agent and when Agent shall have received counterparts hereof that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an executed counterpart of a signature page of this
Agreement by telecopy or other electronic imaging means shall be effective as delivery of a manually executed counterpart of this Agreement. 
 10.11 Survival of Representations and Warranties. All representations and warranties made hereunder and in any other Loan Document or other document delivered pursuant hereto or
thereto or in connection herewith or therewith shall survive the execution and delivery hereof and thereof. Such representations and warranties have been or will be relied upon by Agent and each Lender, regardless of any investigation made by Agent
or any Lender or on their behalf and notwithstanding that Agent or any Lender may have had notice or knowledge of any Default at the time of any Credit Extension, and shall continue in full force and effect as long as any Loan or any other
Obligation hereunder shall remain unpaid or unsatisfied or any Letter of Credit shall remain outstanding. 
 10.12
Severability. If any provision of this Agreement or the other Loan Documents is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Agreement and
the other Loan Documents shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

  
 92 









 10.13 Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS, UNLESS EXPRESSLY STATED OTHERWISE THEREIN,
SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 

(b) SUBMISSION TO JURISDICTION. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY SUBMITS,
FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN SAN DIEGO COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY
THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN
RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH
ACTION OR PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT, ANY LENDER
OR THE L/C ISSUER MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT AGAINST BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

(c) WAIVER OF VENUE. BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE
FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN
PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT.


  
 93 









 (d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS
TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 10.02. NOTHING IN THIS AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

10.14 Disputes; Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, IN CONNECTION WITH ANY CLAIM, CAUSE OF ACTION,
PROCEEDING OR OTHER DISPUTE CONCERNING THE LOAN DOCUMENTS (EACH A “CLAIM”), THE PARTIES TO THIS AGREEMENT EXPRESSLY, INTENTIONALLY, AND DELIBERATELY WAIVE ANY RIGHT EACH MAY OTHERWISE HAVE TO TRIAL BY JURY. IN THE EVENT THAT THE WAIVER OF
JURY TRIAL SET FORTH IN THE PREVIOUS SENTENCE IS NOT ENFORCEABLE UNDER THE LAW APPLICABLE TO THIS AGREEMENT, THE PARTIES TO THIS AGREEMENT AGREE THAT ANY CLAIM, INCLUDING ANY QUESTION OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF
ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE STATE LAW APPLICABLE TO THIS AGREEMENT. THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON
A REFEREE, THE COURT SHALL APPOINT THE REFEREE. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS PARAGRAPH SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR
OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY, UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF
THIS PARAGRAPH. THE PARTIES ACKNOWLEDGE THAT IF A REFEREE IS SELECTED TO DETERMINE THE CLAIMS, THEN THE CLAIMS WILL NOT BE DECIDED BY A JURY. 
 10.15 No Advisory or Fiduciary Responsibility. In connection with all aspects of each transaction contemplated hereby (including in connection with any amendment, waiver or other
modification hereof or of any other Loan Document), Borrower and each other Loan Party acknowledges and agrees and acknowledges its Affiliates’ understanding that that: (i) (A) the services regarding this Agreement provided by Agent
are arm’s-length commercial transactions between Borrower, each other Loan Party and their respective Affiliates, on the one hand, and Agent, on the other hand, (B) each of Borrower and the other Loan Parties have consulted their own
legal, accounting, regulatory and tax advisors to the extent they have deemed appropriate, and (C) Borrower and each other Loan Party is capable of evaluating and understanding, and understands and accepts, the terms, risks and conditions of
the transactions contemplated hereby and by the other Loan Documents; (ii) (A) Agent is and has been acting solely as a principal and, except as expressly agreed in writing by the relevant parties, has not been, is not, and will not be
acting as an advisor, agent or fiduciary, for Borrower, any other Loan Party, or any of their respective Affiliates, or any other Person and (B) Agent does not have any obligation to Borrower, any other Loan Party or any of their Affiliates
with respect to the transaction contemplated hereby except those obligations expressly set forth herein and in the other Loan Documents; and (iii) Agent and its Affiliates may be engaged in a broad range of transactions


  
 94 









 
that involve interests that differ from those of Borrower, the other Loan Parties and their respective Affiliates, and Agent has no obligation to disclose any of such interests to Borrower, any
other Loan Party of any of their respective Affiliates. To the fullest extent permitted by law, each of Borrower and the other Loan Parties hereby waive and release, any claims that it may have against Agent with respect to any breach or alleged
breach of agency or fiduciary duty in connection with any aspect of any transaction contemplated hereby. 
 10.16
Electronic Execution of Assignments and Certain Other Documents. The words “execution,” “signed,” “signature,” and words of like import in any Assignment and Assumption or in any amendment or other
modification hereof (including waivers and consents) shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed
signature or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic
Signatures and Records Act, or any other similar state laws based on the Uniform Electronic Transactions Act. 
 10.17
USA PATRIOT Act Notice. Each Lender that is subject to the Act (as hereinafter defined) and Agent (for itself and not on behalf of any Lender) hereby notifies Borrower that pursuant to the requirements of the USA PATRIOT Act
(Title III of Pub. L. 107-56 (signed into law October 26, 2001)) (the “Act”), it is required to obtain, verify and record information that identifies Borrower, which information includes the name and address of
Borrower and other information that will allow such Lender or Agent, as applicable, to identify Borrower in accordance with the Act. Borrower shall, promptly following a request by Agent or any Lender, provide all documentation and other information
that Agent or such Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Act. 

10.18 Time of the Essence. Time is of the essence of the Loan Documents. 

[Balance of Page Intentionally Left Blank] 

  
 95 









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

			
	RESMED INC.
		
	By:	 	 /s/ David Pendarvis

		 	Name: David Pendarvis
		 	Its: Secretary, General Counsel, SVP
	
	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” Street, 4th Floor, S-420
	San Diego, California 92101-4407
	 Attn:
	 	    Mark Adelman
	 Fax: 
	 	    (619) 230-3766


 [Signature Page to Credit Agreement] 

[Continued on Next Page] 







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

			
	 HSBC BANK USA, National Association,
 as Syndication Agent

		
	By:	 	 /s/ James C. Colman

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

		
	By:	 	 /s/ James C. Colman

		 	Name: James C. Colman
		 	Its: Vice President
	
	Lending Office:
	One HSBC Center, Floor 26
	Buffalo, NY 14203
	 Attn:
	 	    Ranjith Jangam
	 Fax: 
	 	    (917) 229-0974



[Signature Page to Credit Agreement] 
 [Continued on Next Page] 







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

			
	COMMONWEALTH BANK OF
	AUSTRALIA, as a Lender
		
	By:	 	 Bruce Begbie

		 	Name: Senior Vice President
		 	Its: Power of Attorney 3/12/2003
	
	Lending Office:
	Level 21, 201 Sussex Street,
	NSW 2000 Australia
	Attn:    Bruce Begbie
	Fax:       +61 2 9118 4003


 [Signature Page to Credit Agreement] 

[Continued on Next Page] 







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

			
	WELLS FARGO BANK, N.A., as a
	Lender
		
	By:	 	 /s/ Thomas V. Wornham

		 	Name: Thomas V. Wornham
		 	Its: Executive Vice President
		
	By:	 	 /s/ Joseph R. Bruckart

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


 [Signature Page to Credit Agreement] 







 SCHEDULE 1.01 

EXISTING LETTERS OF CREDIT 
 NONE. 







 SCHEDULE 2.01 

COMMITMENTS AND 
 APPLICABLE PERCENTAGES 
  

									
	 Lender
	  	Commitment	 	  	Applicable Percentage	 
			
	 UNION BANK, N.A.
	  	$	80,000,000	  	  	 	26.6666666	% 
	 HSBC BANK USA, N.A.
	  	$	80,000,000	  	  	 	26.6666666	% 
	 COMMONWEALTH BANK OF AUSTRALIA
	  	$	70,000,000	  	  	 	23.333333	% 
	 WELLS FARGO BANK, N.A.
	  	$	70,000,000	  	  	 	23.333333	% 
			
	 Total
	  	$	300,000,000	  	  	 	100.000000000	% 








 SCHEDULE 5.06 

LITIGATION 
 Beginning
September 2004, we began receiving tax assessment notices for the audit of one of our German subsidiaries by the German tax authorities for the years 1996 through 1998. Certain aspects of these assessment notices are being contested and appealed to
the German tax authority office. As the outcome of the appeal cannot be predicted with certainty, any tax issues resolved in a manner not consistent with our expectations may require us to adjust our provision for income tax in the period of
resolution. 
 In February 2007, the University of Sydney commenced legal action in the Federal Court of Australia against us, claiming breach
of a license agreement and infringement of certain intellectual property. The claim has been amended to include an allegation of breach of confidentiality. The university is seeking various types of relief, including an injunction against
manufacturing, supplying, offering for sale, selling or exporting certain mask devices, payment of license fees, damages or an account of profits, interest, costs and declaration of a constructive trust over and assignment of certain intellectual
property. In October 2007, we filed a defense denying the university’s claim, as well as a cross-claim against the university seeking an order for rectification of the contract and alleging the university violated the Australian Trade Practices
Act. 







 SCHEDULE 5.09 

ENVIRONMENTAL MATTERS 

NONE. 







 SCHEDULE 5.13 

SUBSIDIARIES AND 
 OTHER EQUITY INVESTMENTS 
  

	Part (a).	Subsidiaries. 

 Please see attached chart.

  

	Part (b).	Other Equity Investments. 

 In addition to
those entities listed in response to Part (a), please note the following: 
  

			
	Corporation or Entity	  	Description of Borrower’s Equity Investment
		
	Biancamed Ltd.	  	USD 1,748,700 investment in 10% combined ownership of common and preferred stock in technology development company in Ireland
	SileoMed Inc.	  	USD 500,000 investment in 8% common stock for alternative therapy developer in United States
	Sova Pharmaceuticals Inc.	  	USD 255,250 investment in 6% common and preferred stock, with options, in alternative therapy developer in United States








 SCHEDULE 7.01 

EXISTING LIENS 
 Liens on
receivables up to GBP 5,000,000 if drawn against invoices in connection with the Prepayment Facility between ResMed EPN Limited and HSBC Invoice Finance UK Limited. 
 Liens on cash holdings of ResMed Limited up to EUR 1,333,000 in connection with letters of credit issued by HSBC Australia Bank Limited in favor of ABN Amro Bank NV. 







 SCHEDULE 7.02 

EXISTING INVESTMENTS 

Please see response to Schedule 5.13, incorporated herein by reference. 







 SCHEDULE 7.03 

EXISTING INDEBTEDNESS 

Credit Programs 
  

					
	 ResMed Entity
	 	 Provider
	 	 Description of Obligation

			
	ResMed Corp.	 	American Express	 	Corporate Employee Credit Card Program with USD 6,000,000 maximum aggregate limit
			
	ResMed Corp.	 	Wells Fargo Bank	 	Corporate Purchasing Card Program with USD 2,500,000 maximum aggregate limit
			
	ResMed Limited	 	MasterCard	 	Corporate Employee Credit Card Program with AUD 1,000,000 maximum aggregate limit

 Product Leasing Programs 
  

					
	 Name of Guarantor
	 	 Beneficiary
	 	 Description of Obligation

			
	ResMed Corp.	 	Wells Fargo Financial Leasing	 	Full recourse of unpaid balances in event of leasing defaults. Total amounts internally capped at USD 10,000,000.
			
	ResMed Corp.	 	LCA Bank Corporation/Lease Corporation of America	 	Partial recourse of unpaid balances in event of leasing defaults. Total amount available subject to recourse is 7% of total leasing and volume internally capped at USD
10,000,000.

 Letters of Credit and Prepayment Facility 

 

									
	 Issuing Lender
	 	 Account Party
	 	 Beneficiary
	 	 Amount Available and
Currency
	 	 Expiration

					
	HSBC Invoice Finance UK Limited	 	ResMed EPN Ltd.	 	Various UK customers	 	Prepayment facility with lien on receivables if drawn against invoices GBP 5,000,000	 	Annually renewable (subject to 3 month termination clause)
					
	HSBC Australia Bank Limited	 	ResMed Limited	 	ABN Amro Bank NV	 	EUR 1,330,000 for ABN Amro with lien on cash holdings. Annually renewable.	 	Annually renewable








 SCHEDULE 10.02 

ADMINISTRATIVE AGENT’S OFFICE, 
 CERTAIN ADDRESSES FOR NOTICES 
 RESMED INC. 

9001 Spectrum Center Blvd. 
 San Diego,
California 92123 
 Attention: David Pendarvis 
 Tel: (858) 836-5983 
 Fax: (858) 836-5517 

Electronic Mail: david.pendarvis@resmed.com 

Website Address: www.resmed.com 

U.S. Taxpayer Identification Number: 98-0152841 
 ADMINISTRATIVE AGENT: 
 Administrative Agent’s Office 

(for payments and Requests for Credit Extensions): 
 UNION BANK, N.A. 
 San Diego Commercial Banking Office 

530 “B” Street, 4th Floor, S-420 
 San Diego, California 92101-4407 

	Attn:	Mark Adelman 


	Fax:	(619) 230-3766 


	Tel:	(619) 230-3516 

 Electronic Mail:
mark.adelman@unionbank.com 
 Account No.: 77070196431 
 Ref: Resmed Inc. 
 ABA# 122 000 496 
 Other Notices as Administrative Agent: 
 UNION BANK, N.A. 

San Diego Commercial Banking Office 

530 “B” Street, 4th Floor, S-420 
 San Diego, California 92101-4407 

	Attn:	Mark Adelman 


	Fax:	(619) 230-3766 


	Tel:	(619) 230-3516 

 Electronic Mail:
mark.adelman@unionbank.com 

  
 1 








 L/C ISSUER: 
 UNION BANK, N.A. 
 San Diego Commercial Banking Office 

530 “B” Street, 4th Floor, S-420 
 San Diego, California 92101-4407 

	Attn:	Mark Adelman 


	Fax:	(619) 230-3766 


	Tel:	(619) 230-3516 

 Electronic Mail:
mark.adelman@unionbank.com 
 SWING LINE LENDER: 
 UNION BANK, N.A. 
 San Diego Commercial Banking Office 

530 “B” Street, 4th Floor, S-420 
 San Diego, California 92101-4407 

	Attn:	Mark Adelman 


	Fax:	(619) 230-3766 


	Tel:	(619) 230-3516 

 Electronic Mail:
mark.adelman@unionbank.com 
 Account No.: 77070196431 
 Ref: Resmed Inc. 
 ABA# 122 000 496 

  
 2 









 SCHEDULE 10.02 (Cont’d) 

 

 CERTAIN ADDRESSES FOR NOTICES 

 

			
	HSBC Bank USA, National Association:	 	
		
	HSBC Bank USA, National Association	 	HSBC Bank USA, National Association
	One HSBC Center, Floor 26	 	660 S, Figueroa St, Suite 800
	Buffalo, NY 14203	 	Los Angeles, CA 90017
	Attn:     Ranjith Jangam	 	Attn:     James C Colman, Vice President
	Fax:      (917) 229-0974	 	Fax:      (213) 553-8056
	Tel:      (716) 841-1930	 	Tel:      (213) 553-8014
		 	 Electronic Mail: 

james.c.colman@us.hsbc.com

		 	
	Account No.: 001940503	 	
	Ref: ResMed	 	
	ABA# 021001088	 	


  
 3 









 SCHEDULE 10.02 (Cont’d) 

 

 CERTAIN ADDRESSES FOR NOTICES 

 

			
	COMMONWEALTH BANK OF AUSTRALIA:	 	
		
	COMMONWEALTH BANK OF AUSTRALIA	 	COMMONWEALTH BANK OF AUSTRALIA
	Lvl 9, 101 George Street	 	Level 21, 201 Sussex Street,
	Parramatta, NSW 2150	 	NSW 2000 Australia
	Attn:     Manager	 	Attn:     Bruce Begbie, Senior Vice President
	Fax:      1300 857 262	 	Fax:      61 2 9118 4003
	Tel:      1800 115 891	 	Tel:      61 2 9118 4140
	Electronic Mail: CorpLend@cba.com.au	 	Electronic Mail: bruce.begbie@cba.com.au
	Account No.: 8033013931	 	
	Ref: RESMED OBU	 	
	ABA# 021000018	 	


  
 4 









 SCHEDULE 10.02 (Cont’d)  

 

 CERTAIN ADDRESSES FOR NOTICES 

 

			
	WELLS FARGO BANK, N.A.:	 	
		
	WELLS FARGO BANK, N.A.	 	WELLS FARGO BANK, N.A.
	1700 Lincoln St, 5th Floor	 	Wells Fargo Commercial Banking Group
	Denver, CO 80203	 	401 B Street, Suite 2201
		 	San Diego, CA 92101
	Attn:     Marlene Rieb	 	Attn:     Joseph R. Bruckart
	Fax:      (303) 863-2729	 	Fax:      (619) 669-3020
	Tel:      (303) 863-5163	 	Tel:      (619) 669-3091
	Electronic Mail: denlclnsvmembersydication@wellsfargo.com	 	Electronic Mail: Joseph.R.Bruckart@wellsfargo.com
	Account No.: 00029690050720	 	
	Ref: RESMED	 	
	ABA# 121000248	 	


  
 5 








 EXHIBIT A 

FORM OF COMMITTED LOAN NOTICE 
 Date:             ,          

 

	To:	UNION BANK, N.A., as Agent 

 Ladies and
Gentlemen: 
 Reference is made to that certain Credit Agreement, dated as of February 10, 2011 (as amended, restated,
extended, supplemented or otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among RESMED INC., a Delaware corporation (the
“Borrower”), the Lenders from time to time party thereto, and Union Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The undersigned hereby requests (select one): 
  

			
	A Borrowing of Committed Loans	 	A conversion or continuation of Committed Loans

  

	 	1.	On
                                         
                                         
                   (a Business Day). 

  

	 	2.	In the amount of
$                                         
                                 . 


 

	 	3.	Comprised of
                                         
                                         
. 

         [Type of Committed Loan requested] 

 

	 	4.	For Eurodollar Rate Loans: with an Interest Period of              months. 


The Committed Borrowing, if any, requested herein complies with the provisos to the first sentence of Section 2.01 of the Agreement.

  

			
	RESMED INC.
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  




  
 A-1









 EXHIBIT B 

FORM OF SWING LINE LOAN NOTICE 
 Date:             ,          

 

	To:	UNION BANK, N.A., as Swing Line Lender 


	 	UNION BANK, N.A., as Administrative Agent 


Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of February 10, 2011 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among RESMED INC., a Delaware corporation (the “Borrower”), the Lenders from time to
time party thereto, and Union Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The
undersigned hereby requests a Swing Line Loan: 
  

	 	1.	On
                                         
                                         
                   (a Business Day). 

  

	 	2.	In the amount of
$                                         
                                 . 


The Swing Line Borrowing requested herein complies with the requirements of the provisos to the first sentence of
Section 2.04(a) of the Agreement. 
  

			
	RESMED INC.
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  




  
 B-1









 EXHIBIT C  

FORM OF NOTE 
  

			
	 $         
	 	                    


FOR VALUE RECEIVED, the undersigned (“Borrower”), hereby promises to pay to
                     or registered assigns (“Lender”), in accordance with the provisions of the Agreement (as hereinafter
defined), the principal amount of each Loan from time to time made by the Lender to Borrower under that certain Credit Agreement, dated as of February 10, 2011 (as amended, restated, extended, supplemented or otherwise modified in writing from
time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among Borrower, the Lenders from time to time party thereto, and Union Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line
Lender. 
 Borrower promises to pay interest on the unpaid principal amount of each Loan from the date of such Loan until such
principal amount is paid in full, at such interest rates and at such times as provided in the Agreement. Except as otherwise provided in Section 2.04(f) of the Agreement with respect to Swing Line Loans, all payments of principal and interest
shall be made to Agent for the account of the Lender in Dollars in immediately available funds at the Administrative Agent’s Office. If any amount is not paid in full when due hereunder, such unpaid amount shall bear interest, to be paid upon
demand, from the due date thereof until the date of actual payment (and before as well as after judgment) computed at the per annum rate set forth in the Agreement. 
 This Note is one of the Notes referred to in the Agreement, is entitled to the benefits thereof and may be prepaid in whole or in part subject to the terms and conditions provided therein. This Note is
also entitled to the benefits of the Guaranty and is secured by the Collateral. Upon the occurrence and continuation of one or more of the Events of Default specified in the Agreement, all amounts then remaining unpaid on this Note shall become, or
may be declared to be, immediately due and payable all as provided in the Agreement. Loans made by the Lender shall be evidenced by one or more loan accounts or records maintained by the Lender in the ordinary course of business. The Lender may also
attach schedules to this Note and endorse thereon the date, amount and maturity of its Loans and payments with respect thereto. 

Borrower, for itself, its successors and assigns, hereby waives diligence, presentment, protest and demand and notice of protest, demand,
dishonor and non payment of this Note. 

  
 C-1









 THIS NOTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
CALIFORNIA. 
  

			
	RESMED INC.
		
	 By:
	 	  




			
	 Name:
	 	  




			
	 Title:
	 	  




  
 C-2









 LOANS AND PAYMENTS WITH RESPECT THERETO 

 

													
	Date	 	Type of
Loan Made	 	Amount
of Loan
Made	  	End of
Interest
Period	  	Amount of
Principal
or Interest
Paid This
Date	  	Outstanding
Principal
Balance This
Date	  	Notation
Made By
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    
							
	
                    

	 	                    	 	                    	  	                    	  	                    	  	                    	  	                    


  
 C-3









 EXHIBIT D  

FORM OF COMPLIANCE CERTIFICATE 
 Financial Statement Date:             ,          

 

	To:	UNION BANK, N.A., as Administrative Agent 


Ladies and Gentlemen: 

Reference is made to that certain Credit Agreement, dated as of February 10, 2011 (as amended, restated, extended, supplemented or
otherwise modified in writing from time to time, the “Agreement”; the terms defined therein being used herein as therein defined), among RESMED INC., a Delaware corporation (“Borrower”), the Lenders from time to
time party thereto, and Union Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 The
undersigned Responsible Officer hereby certifies as of the date hereof that he/she is the
                                         
        of Borrower, and that, as such, he/she is authorized to execute and deliver this Certificate to Agent on the behalf of Borrower, and that: 

[Use following paragraph 1 for fiscal year-end financial statements] 

1. Borrower has delivered the year end audited financial statements required by Section 6.01(a) of the Agreement for the fiscal year
of Borrower ended as of the above date, together with the report and opinion of an independent certified public accountant required by such section. 
 [Use following paragraph 1 for fiscal quarter-end financial statements] 
 1. Borrower has delivered the unaudited financial statements required by Section 6.01(b) of the Agreement for the fiscal quarter of Borrower ended as of the above date. Such financial statements
fairly present in all material respects the financial condition, results of operations and cash flows of Borrower and its Subsidiaries in accordance with GAAP as at such date and for such period, subject only to normal year end audit adjustments and
the absence of footnotes. 
 2. The undersigned has reviewed and is familiar with the terms of the Agreement and has made, or
has caused to be made under his/her supervision, a detailed review of the transactions and condition (financial or otherwise) of Borrower during the accounting period covered by such financial statements. 

3. A review of the activities of Borrower during such fiscal period has been made under the supervision of the undersigned with a view to
determining whether during such fiscal period Borrower performed and observed all its Obligations under the Loan Documents, and 

[select one:] 

  
 D-1









 [to the best knowledge of the undersigned during such fiscal period, Borrower performed
and observed in all material respects each covenant and condition of the Loan Documents applicable to it, and no Default has occurred and is continuing.] 
 —or— 
 [to the best knowledge of the undersigned, during such fiscal
period, the following covenants or conditions have not been performed or observed in all material respects and the following is a list of each such Default and its nature and status:] 

4. The representations and warranties of Borrower contained in Article V of the Agreement, and/or any representations and warranties
of Borrower or any other Loan Party that are contained in any document furnished at any time under or in connection with the Loan Documents, are true and correct in all material respects on and as of the date hereof, except to the extent that such
representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects as of such earlier date, and except that for purposes of this Compliance Certificate, the representations and
warranties contained in subsections (a) and (b) of Section 5.05 of the Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the
Agreement, including the statements in connection with which this Compliance Certificate is delivered. 
 5. Set forth on
Annex I attached here to is a description of all Permitted Stock Repurchases and Permitted Acquisitions undertaken during the period covered by this Certificate. 
 6. The financial covenant analyses and information set forth on Schedule 1 attached hereto are true and accurate in all material respects on and as of the date of this Certificate. 

IN WITNESS WHEREOF, the undersigned has executed this Certificate as of
                    ,             . 

 

			
	RESMED INC.



			
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  




  
 D-2









 For the Quarter/Year ended
                                 (“Statement Date”) 

SCHEDULE 1 

to the Compliance Certificate 
 ($ in 000’s) 
  

									
	I.	  	Section 6.12(a) – Funded Debt to EBITDA Ratio:	  	
				
		  	A.	  	Funded Debt	  	
					
		  		  	1.	  	all Indebtedness (please explain on attachment)*	  	$            
					
		  		  	2.	  	Total Funded Debt (Line I.A.1.):	  	$            
				
		  	B.	  	EBITDA	  	
					
		  		  	1.	  	net income:	  	$            
					
		  		  	2.	  	less income or plus loss from discontinued operations and extraordinary items:	  	$            
					
		  		  	3.	  	plus income taxes:	  	$            
					
		  		  	4.	  	plus Interest Expense:	  	$            
					
		  		  	5.	  	plus depreciation, depletion and amortization:	  	$            
					
		  		  	6.	  	EBITDA from Permitted Acquisitions (if any):	  	$            
					
		  		  	7.	  	Total EBITDA:	  	$            
				
		  	C.	  	Ratio (Line I.A.2 ÷ Line I.B.7):	  	             to 1.00
			
		  	Maximum permitted:	  	2.25 to 1.00
		
	 *  excluding obligations to purchase, redeem, retire, defease or otherwise make any payment in respect of
any Equity Interest in any Person
	  	
			
	II.	  	Section 6.12(b) – Interest Coverage Ratio:	  	
				
		  	A.	  	EBITDA (Insert amount from Line I.B.6)	  	$            
				
		  	B.	  	Interest expense:	  	$            
				
		  	C.	  	Ratio (Line II.A ÷ Line II.B):	  	             to 1.00
			
		  	Minimum Required:	  	5.00 to 1.00


  
 D-3










									
	III.	  	Section 6.12(c) – Capital Expenditures:	  			
				
		  	A.	  	Obligations incurred (including capital leases) for fixed assets during fiscal year to date:	  	 	$            	  
				
		  	B.	  	Maximum permitted capital expenditures/year:	  	 	$120,000,000	  
				
		  	C.	  	Excess (deficient) or covenant compliance (Line III.A. – III.B):	  	 	$            	  

  

  
 D-4









 For the Quarter/Year ended
                             (“Statement Date”) 

ANNEX I 
 To Compliance Certificate 
 Permitted Stock Repurchases 

[Please describe, if any] 

Permitted Acquisitions 

[Please describe, if any] 

  
 D-5









 EXHIBIT E  

FORM OF 

ASSIGNMENT AND ASSUMPTION 
 This Assignment and Assumption (this “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [the][each] Assignor
identified in item 1 below ([the][each, an] “Assignor”) and [the][each] Assignee identified in item 2 below ([the][each, an] “Assignee”). [It is understood and agreed that the rights and obligations of [the
Assignors][the Assignees] hereunder are several and not joint.]. Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (the “Credit Agreement”), receipt of a
copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth
herein in full. 
 For an agreed consideration, [the][each] Assignor hereby irrevocably sells and assigns to [the Assignee][the
respective Assignees], and [the][each] Assignee hereby irrevocably purchases and assumes from [the Assignor][the respective Assignors], subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective
Date inserted by Agent as contemplated below (i) all of [the Assignor’s][the respective Assignors’] rights and obligations in [its capacity as a Lender][their respective capacities as Lenders] under the Credit Agreement and any other
documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of [the Assignor][the respective Assignors] under the respective
facilities identified below (including, without limitation, the Letters of Credit and Swing Line Loans included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and
any other right of [the Assignor (in its capacity as a Lender)][the respective Assignors (in their respective capacities as Lenders)] against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other
documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including, but not limited to, contract claims, tort claims, malpractice claims, statutory
claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned by [the][any] Assignor to [the][any] Assignee pursuant to
clauses (i) and (ii) above being referred to herein collectively as, [the][an] “Assigned Interest”). Each such sale and assignment is without recourse to [the][any] Assignor and, except as expressly provided in this
Assignment and Assumption, without representation or warranty by [the][any] Assignor. 
 1. Assignor[s]:
                                         
        
 2. Assignee[s]:
                                         
        for each Assignee, indicate Affiliate of [identify Lender]] 
 3.
Borrower(s): RESMED INC., a Delaware corporation (“Borrower”). 

  
 E-1









 4. Administrative Agent: Union Bank, N.A., as the administrative agent under the Credit
Agreement. 
 5. Credit Agreement: Credit Agreement, dated as of February 10, 2011, among Borrower, the Lenders from time
to time party thereto, and Union Bank, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. 
 6. Assigned
Interest[s]: 
  

													
	Assignor[s]	 	Assignee[s]	 	 Facility
 Assigned
	 	 Aggregate
 Amount of
Commitment/
 Loans for all

Lenders
	 	 Amount of
Commitment/
 Loans Assigned
	 	 Percentage
 Assigned of
Commitment/
 Loans
	 	 CUSIP
 No.

							
		 		 	        	 	$            	 	$            	 	    %	 	        
							
		 		 	        	 	$            	 	$            	 	    %	 	        
							
		 		 	        	 	$            	 	$            	 	    %	 	        
							
		 		 	        	 	$            	 	$            	 	    %	 	        

 7. Trade Date:                     ] 

Effective Date:             , 20     [TO BE INSERTED BY
ADMINISTRATIVE AGENT AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER THEREFOR.] 
 The terms set forth in
this Assignment and Assumption are hereby agreed to: 
  

			
	ASSIGNOR
	[NAME OF ASSIGNOR]
		
	By:	 	  

	Title:	 	  

	
	ASSIGNEE
	[NAME OF ASSIGNEE]
		
	By:	 	  

	Title:	 	  




  
 E-2










			
	 [Consented to and] Accepted:

 

	UNION BANK, N.A., as Administrative
	Agent
		
	By:	 	  

	Title:	 	  

	
	[Consented to:]
		
	By:	 	  

	Title:	 	  



  
 E-3









 ANNEX 1 TO ASSIGNMENT AND ASSUMPTION 

STANDARD TERMS AND CONDITIONS FOR 
 ASSIGNMENT AND ASSUMPTION 
 1. Representations and Warranties. 

1.1 Assignor. [The][Each] Assignor (a) represents and warrants that (i) it is the legal and beneficial owner of [the][the
relevant] Assigned Interest, (ii) [the][such] Assigned Interest is free and clear of any lien, encumbrance or other adverse claim and (iii) it has full power and authority, and has taken all action necessary, to execute and deliver this
Assignment and Assumption and to consummate the transactions contemplated hereby; and (b) assumes no responsibility with respect to (i) any statements, warranties or representations made in or in connection with the Credit Agreement or any
other Loan Document, (ii) the execution, legality, validity, enforceability, genuineness, sufficiency or value of the Loan Documents or any collateral thereunder, (iii) the financial condition of Borrower, any of its Subsidiaries or
Affiliates or any other Person obligated in respect of any Loan Document or (iv) the performance or observance by Borrower, any of its Subsidiaries or Affiliates or any other Person of any of their respective obligations under any Loan
Document. 
 1.2 Assignee. [The][Each] Assignee (a) represents and warrants that (i) it has full power and
authority, and has taken all action necessary, to execute and deliver this Assignment and Assumption and to consummate the transactions contemplated hereby and to become a Lender under the Credit Agreement, (ii) it meets all the requirements to
be an assignee under Section 10.06(b)(iii), (v) and (vi) of the Credit Agreement (subject to such consents, if any, as may be required under Section 10.06(b)(iii) of the Credit Agreement), (iii) from and after the Effective
Date, it shall be bound by the provisions of the Credit Agreement as a Lender thereunder and, to the extent of [the][the relevant] Assigned Interest, shall have the obligations of a Lender thereunder, (iv) it is sophisticated with respect to
decisions to acquire assets of the type represented by [the][such] Assigned Interest and either it, or the Person exercising discretion in making its decision to acquire [the][such] Assigned Interest, is experienced in acquiring assets of such type,
(v) it has received a copy of the Credit Agreement, and has received or has been accorded the opportunity to receive copies of the most recent financial statements delivered pursuant to Section [__] thereof, as applicable, and such other
documents and information as it deems appropriate to make its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest, (vi) it has independently and without reliance upon Agent
or any other Lender and based on such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Assignment and Assumption and to purchase [the][such] Assigned Interest and (vii) if it
is a Foreign Lender, attached hereto is any documentation required to be delivered by it pursuant to the terms of the Credit Agreement, duly completed and executed by [the][such] Assignee; and (b) agrees that (i) it will, independently and
without reliance upon Agent, [the][any] Assignor or any other Lender, and based on such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Loan
Documents, and (ii) it will perform in accordance with their terms all of the obligations which by the terms of the Loan Documents are required to be performed by it as a Lender. 

  
 E-4









 2. Payments. From and after the Effective Date, Agent shall make all payments in
respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignor for amounts which have accrued to but excluding the Effective Date and to [the][the relevant] Assignee for
amounts which have accrued from and after the Effective Date. 
 3. General Provisions. This Assignment and Assumption
shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns. This Assignment and Assumption may be executed in any number of counterparts, which together shall constitute one instrument.
Delivery of an executed counterpart of a signature page of this Assignment and Assumption by telecopy shall be effective as delivery of a manually executed counterpart of this Assignment and Assumption. This Assignment and Assumption shall be
governed by, and construed in accordance with, the law of the State of California, without reference to its choice of law rules. 

  
 E-5









 EXHIBIT F 

FORM OF 

NEW LENDER ADDENDUM 
 NEW LENDER ADDENDUM (this “New Lender Addendum”), dated             , 20    , to that certain
Credit Agreement, dated as of February 10, 2011, by and between RESMED INC., as borrower (the “Borrower”), each Lender from time to time party thereto, and UNION BANK, N.A., as administrative agent, Swing Line Lender and
L/C Issuer (as further amended, modified or supplemented from time to time, the “Credit Agreement”). Capitalized terms used herein and not defined shall have the meanings given to them in the Credit Agreement. 

RECITALS 

A. The Credit Agreement provides that a lender not originally party to the Credit Agreement may become a Lender thereunder in connection
with an increase of the Commitment by executing a New Lender Addendum and delivering it to the Administrative Agent and Borrower. 
 B. The undersigned (the “New Lender”) desires to become a New Lender and, accordingly, agrees with the parties hereto as follows: 

1. The New Lender represents and warrants as follows: 
 a. The New Lender has full power and authority, and has taken all action necessary, to execute and deliver this New Lender Addendum and any and all other documents required to be executed by it in
connection with this New Lender Addendum and to fulfill its obligations under, and to consummate the transactions contemplated by this New Lender Addendum, and no governmental authorizations or other authorizations are required in connection
herewith; 
 b. The New Lender has independently and without reliance upon the Administrative Agent or any Lender and based on
such documents and information as the New Lender has deemed appropriate, made its own credit analysis and decision to enter into this New Lender Addendum. The New Lender will, independently and without reliance upon the Administrative Agent or any
Lender, and based upon such documents and information as it shall deem appropriate at the time, continue to make its own credit decisions in taking or not taking action under the Credit Agreement; 

c. The New Lender has received copies of the Credit Agreement together with copies of the financial statements referred to therein and
such other documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this New Lender Addendum; 
 d. The New Lender is an Eligible Assignee; 

  
 F-1









 e. The New Lender will perform in accordance with their respective terms all of the
obligations which, by the terms of the Credit Agreement, are required to be performed by it as a Lender; and 
 f. This New
Lender Addendum constitutes the legal, valid and binding obligation of the New Lender. 
 2. The New Lender hereby appoints and
authorizes the Administrative Agent to exercise such powers as are delegated to it under the Credit Agreement and by the other Loan Documents. 
 3. As of the Effective Date (as defined below), (i) the New Lender shall have a Commitment amount equal to              Dollars
($        ), (ii) a Commitment Percentage of     % and (iii) its pro rata participation amount in the outstanding Letters of Credit shall be Dollars
($        ), in each case after giving effect to the Lenders and other New Lenders, if any, participating in such increase of Commitment as of the Effective Date. 

4. The effective date for this New Lender Addendum shall be
            (the “Effective Date”). As of the Effective Date, (i) the New Lender shall be a party to the Credit Agreement and shall have the rights and
obligations of a Lender thereunder and under the other Loan Documents as if the New Lender had been an original party to the Credit Agreement, including an obligation to maintain confidentiality of information pursuant to Section 10.07 of the
Credit Agreement. 
 5. This New Lender Addendum and the rights and obligations of the parties under this New Lender Addendum
shall be governed by, and construed and interpreted in accordance with, the law of the State of California (without reference to its choice of law rules). 

  
 F-2









 IN WITNESS WHEREOF, the undersigned has caused this New Lender Addendum to be executed and
delivered by a duly authorized officer on the date first above written. 
 Accepted and Agreed this      day of
                . 
  

			
	[NEW LENDER]
		
	By:	 	  




			
	Name:	 	  




			
	Title:	 	  

	
	Address for Notices:
	  

	  

	  




 

			
	Telephone No.:	 	  

	Telecopier No.:	 	  




			
	Attention:	 	  

	
	Eurodollar Lending Office
	Address:
	
	  

	  

	  




 

			
	Consented to this      day of
                .
	  
 RESMED INC.,

as Borrower

		
	By:	 	  



			
	Name:	 	  



			
	Title:	 	  



  
 F-3










			
	UNION BANK, N.A.,
	as Administrative Agent
		
	By:	 	  



			
	Name:	 	  



			
	Title:	 	  

	
	 UNION BANK, N.A.,
 as Issuing Lender

		
	By:	 	  



			
	Name:	 	  



			
	Title:	 	  



  
 F-4









 PLEDGE AND SECURITY AGREEMENT 

THIS PLEDGE AND SECURITY AGREEMENT (“Pledge Agreement”) is made as of February 10, 2011 by and between
RESMED INC. (“Pledgor”) and UNION BANK, N.A. (in its capacity as Administrative Agent, “Agent”). 
 Recitals 
 This Pledge Agreement is entered into concurrently with that
certain Credit Agreement among Pledgor, each lender from time to time party thereto (collectively, “Lenders” and individually, a “Lender”), and Agent as Administrative Agent for Lenders, Swing Line Lender and L/C
Issuer (the “Credit Agreement”), dated as of even date herewith, pursuant to which Lenders have agreed to make certain advances of money and to extend certain financial accommodations to Borrower (collectively, the
“Loans”), subject to the terms and conditions set forth therein. Capitalized terms used in this Pledge Agreement but not otherwise defined herein shall have the meanings given them in the Credit Agreement. 

B. Pledgor is the sole registered and beneficial owner of the outstanding shares of stock and/or membership interests as set forth in
more detail on Exhibit A hereto (the “Pledged Securities”). 
 C. In consideration of the agreement of Lenders
to make the Loans to Pledgor under the Credit Agreement, Pledgor is willing to pledge and grant to Agent a security interest in all of the Pledged Securities. 
 NOW, THEREFORE, to induce Agent and Lenders to enter into the Credit Agreement, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and
intending to be legally bound, Pledgor hereby represents, warrants, covenants and agrees as follows: 
 1. Pledge of
Securities. 
 (a) Pledgor hereby pledges, assigns and delivers to Agent and grants to Agent a security interest in the
Pledged Securities, together with all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash
proceeds of the foregoing (all hereinafter called the “Pledged Collateral”), as security for the prompt performance of all of the Obligations, as defined in the Credit Agreement. Notwithstanding anything herein to the contrary, for
the avoidance of doubt, “Pledged Securities” and “Pledged Collateral” shall not include more than 65% of the outstanding membership interests of ResMed EAP Holdings LLC. 

(b) The term “Pledged Collateral” shall also include any securities, instruments or distributions of any kind issuable, issued
or received by any Pledgor upon conversion of, in respect of, or in exchange for any other Pledged Collateral, including, but not limited to, those arising from a stock dividend, stock split, reclassification, reorganization, merger, consolidation,
sale of assets or other exchange of securities or any dividends or other distributions of any kind upon or with respect to the Pledged Collateral. 

  
 1 








 (c) The certificate or certificates for the securities included in the Pledged Collateral,
accompanied by an instrument of assignment duly executed in blank by Pledgor, have been, or will be immediately upon execution and delivery hereof by Pledgor, delivered by Pledgor to Agent. Upon the occurrence and during the continuance of an Event
of Default hereunder, Agent may effect the transfer of any securities included in the Pledged Collateral into the name of Agent and cause new certificates representing such securities to be issued in the name of Agent. Pledgor will execute and
deliver such documents, and take or cause to be taken such actions, as Agent may reasonably request to perfect or continue the perfection of Agent’s security interest in the Pledged Collateral. 

2. Representations, Warranties and Covenants. Pledgor represents and warrants to and covenants with Agent that: 

(a) The Pledged Collateral is owned by Pledgor, free and clear of any security interests, liens or encumbrances; 

(b) Pledgor has full power and authority to create a first lien on the Pledged Collateral in favor of Agent and no disability or
contractual obligation exists which would prohibit Pledgor from pledging such Pledged Collateral pursuant to this Pledge Agreement, and Pledgor will not assign, create or permit to exist any claim to, lien or encumbrance upon, or security interest
in any of the Pledged Collateral; 
 2.2 There are no subscriptions, warrants or other options exercisable with respect to the
Pledged Collateral; 
 2.3 The Pledged Collateral has been duly authorized and validly issued, and is fully paid and
non-assessable; and 
 2.4 The Pledged Collateral is not the subject of any present or threatened suit, action, arbitration,
administrative or other proceeding, and no Pledgor knows of any reasonable grounds for the institution of any such proceedings. 

All the above representations and warranties shall survive the making of this Pledge Agreement. 

3. Voting Prior to Demand. Unless an Event of Default (as defined below) shall have occurred and be continuing, Pledgor shall be
entitled to exercise any voting rights with respect to the Pledged Collateral and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken
which would be inconsistent with any of the terms of this Pledge Agreement or which would constitute or create any violation of any such terms. All such rights of Pledgor to vote and give consents, waiver and ratifications shall upon written notice
to Pledgor cease in case such an Event of Default hereunder shall occur and be continuing. 

  
 2 








 4. Events of Default. Each of the following shall constitute an event of default
(“Event of Default”) hereunder: 
 (a) The occurrence of an event of default under the Credit Agreement; or

 (b) The breach of any material provision of this Pledge Agreement by Pledgor or the failure by Pledgor to observe or perform
any of the material provisions of this Pledge Agreement. 
 5. Agent’s Remedies Upon an Event of Default.

 (a) Upon the occurrence and during the continuance of an Event of Default, Agent shall have the right to exercise all such
rights as a secured party under the Uniform Commercial Code of the State of California, as in effect from time to time, as it, in its sole judgment, shall deem necessary or appropriate, including the right to sell all or any part of the Pledged
Collateral at one or more public or private sales upon ten (10) days’ written notice to Pledgor, and any such sale or sales may be made for cash, upon credit, or for future delivery, and in connection therewith, Agent may grant options,
provided that any such terms or options shall, in the best judgment of Agent, be extended only in order to obtain the best possible price. 
 (b) Pledgor recognizes that Agent may be unable to effect a public sale of all or a part of the Pledged Collateral by reason of certain prohibitions contained in the Securities Act of 1933, as amended
(“Act”), so that Agent may be compelled to resort to one or more private sales to a restricted group of purchasers who will be obliged to agree, among other things, to acquire the Pledged Collateral for their own account, for
investment and without a view to the distribution or resale thereof. Pledgor understands that private sales so made may be at prices and on other terms less favorable to the seller than if the Pledged Collateral were sold at public sales, and agrees
that Agent has no obligation to delay the sale of any of the Pledged Collateral for the period of time necessary (even if Agent would agree), to register such securities for sale under the Act. Pledgor agrees that private sales made under the
foregoing circumstances shall be deemed to have been made in a commercially reasonable manner. 
 (c) After the sale of any of
the Pledged Collateral, Agent may deduct all reasonable legal and other expenses and attorney’s fees for preserving, collecting, selling and delivering the Pledged Collateral and for enforcing its rights with respect to the Obligations, and
shall apply the residue of the proceeds to the Obligations in such manner as Agent in its reasonable discretion shall determine, and shall pay the balance, if any to Pledgor. 
 6. Amendment of Loan Documents. Pledgor authorizes Agent without notice or demand and without affecting its liability hereunder, from time to time to (a) renew, extend, or otherwise change the
terms of the Loan Documents, as defined in the Credit Agreement, or any part thereof; (b) take and hold security for the payment of the Loan Documents, and exchange, enforce, waive and release any such security; and (c) apply such security
and direct the order or manner of sale thereof as Agent in its sole discretion may determine. 

  
 3 








 7. Indemnification. Pledgor agrees to defend, indemnify and hold harmless Agent and
its officers, employees, and agents against: (a) all obligations, demands, claims, and liabilities claimed or asserted by any other party in connection with the transactions contemplated by this Pledge Agreement, and (b) all losses or
expenses in any way suffered, incurred, or paid by Agent as a result of or in any way arising out of, following, or consequential to transactions between Agent and Pledgor, under this Pledge Agreement (including without limitation attorneys’
fees and expenses), except for obligations, demands, claims, liabilities, losses and Agent expenses caused by Agent’s gross negligence or willful misconduct. 
 8. Notices. Unless otherwise provided in this Pledge Agreement, all notices or demands by any party relating to this Pledge Agreement or any other agreement entered into in connection herewith
shall be in writing and (except for financial statements and other informational documents which may be sent by first-class mail, postage prepaid) shall be personally delivered or sent by certified mail, postage prepaid, return receipt requested, or
by prepaid telefacsimile to Pledgor or to Agent, as the case may be, at its addresses set forth below. Such notice shall be deemed effective three (3) days after deposit if sent by first class mail, upon actual receipt if personally delivered
or sent by certified mail, or upon confirmed transmission if sent via telefacsimile. 
  

			
	 If to Pledgor:
	  	 RESMED INC.
 9001 Spectrum
Center Blvd.
 San Diego, California 92123
 Attn: David Pendarvis
 FAX: (858) 836-5517



 

					
	If to Agent:	  	 UNION BANK, N.A.

San Diego Commercial Banking Office
 530
“B” Street, 4th Floor, S-420
 San Diego, California 92101-4407

		  	 Attn:
 Fax:
	  	 Mark Adelman
 (619)
230-3766


 The parties hereto may change the address at which they are to receive notices hereunder, by notice
in writing in the foregoing manner given to the other. 
 9. Governing Law; Jurisdiction; Etc. 

(a) GOVERNING LAW. THIS PLEDGE AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAW OF THE STATE
OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 
 (b) SUBMISSION TO JURISDICTION. PLEDGOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN
SAN DIEGO COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING ARISING OUT OF OR 

  
 4 








 
RELATING TO THIS PLEDGE AGREEMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH
ACTION OR PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING
SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS PLEDGE AGREEMENT OR IN ANY OTHER LOAN DOCUMENT SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO
BRING ANY ACTION OR PROCEEDING RELATING TO THIS PLEDGE AGREEMENT AGAINST PLEDGOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 
 (c) WAIVER OF VENUE. PLEDGOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY
ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS PLEDGE AGREEMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE
DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 
 (d) SERVICE OF
PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION 8. NOTHING IN THIS PLEDGE AGREEMENT WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY
APPLICABLE LAW. 
 10. DISPUTES; WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, IN CONNECTION WITH ANY CLAIM,
CAUSE OF ACTION, PROCEEDING OR OTHER DISPUTE CONCERNING THE LOAN DOCUMENTS (EACH A “CLAIM”), THE PARTIES HERETO EXPRESSLY, INTENTIONALLY, AND DELIBERATELY WAIVE ANY RIGHT EACH MAY OTHERWISE HAVE TO TRIAL BY JURY. IN THE EVENT THAT
THE WAIVER OF JURY TRIAL SET FORTH IN THE PREVIOUS SENTENCE IS NOT ENFORCEABLE UNDER THE LAW APPLICABLE TO THIS PLEDGE AGREEMENT, THE PARTIES TO THIS PLEDGE AGREEMENT AGREE THAT ANY CLAIM, INCLUDING ANY QUESTION OF LAW OR FACT RELATING THERETO,
SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY JUDICIAL REFERENCE PURSUANT TO THE STATE LAW APPLICABLE TO THIS PLEDGE AGREEMENT. THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE
EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE COURT SHALL APPOINT THE REFEREE. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS PARAGRAPH SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE SELF-HELP
REMEDIES, FORECLOSE AGAINST 

  
 5 








 
COLLATERAL OR OBTAIN PROVISIONAL REMEDIES. THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY, UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES
RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS PARAGRAPH. THE PARTIES ACKNOWLEDGE THAT IF A REFEREE IS SELECTED TO DETERMINE THE CLAIMS, THEN THE CLAIMS WILL NOT BE DECIDED BY A JURY. 

11. GENERAL PROVISIONS. 
 (a) This Pledge Agreement may not be amended or modified except by a written instrument signed by Agent and Pledgor. 
 (b) This Pledge Agreement and the agreements and instruments executed in connection therewith constitute the entire agreement between Agent and Pledgor with respect to the subject matter hereof and
supersede all prior agreements, understandings, offers and negotiations, oral or written. 
 (c) This Pledge Agreement may be
executed in two or more counterparts, of which shall be deemed an original, but all of which shall together constitute one and the same document. 
 [Balance of Page Intentionally Left Blank] 

  
 6 








 IN WITNESS WHEREOF, the parties hereto have caused this Pledge and Security Agreement to be
executed as of the date first above written. 
  

			
	Pledgor:
	
	RESMED INC.
	
	By:/s/ David Pendarvis
		 	Name: David Pendarvis
		 	Its: Secretary, General Counsel, SVP
	
	Agent:
	
	UNION BANK, N.A.
	
	By:                          
                                         
              
		 	Name:                             
                                         

		 	Its:                             
                                         
      


 [Signature Page to Pledge and Security
Agreement] 







 EXHIBIT A 
 The Pledged Collateral includes: 
  

									
	 Issuing Company
	  	 Beneficial Owner
	  	Number of
Shares/Interests
Pledged	  	Certificate
No.	  	Percentage of
all Outstanding
Shares/Interests
Pledged
	 ResMed Corp.
	  	ResMed Inc.	  	1,000,000	  	2	  	 99.9%
	 ResMed Assembly US Inc.
	  	ResMed Inc.	  	1,000	  	1	  	  100%
	 ResMed Motor Technologies Inc.
	  	ResMed Inc.	  	100	  	N/A	  	  100%
	 ResMed EAP Holdings LLC
	  	ResMed Inc.	  	650	  	N/A	  	    65%








 UNCONDITIONAL GUARANTY 

THIS UNCONDITIONAL GUARANTY (“Guaranty”) is entered into as of February 10, 2011, by each of the undersigned
(each a “Guarantor”), in favor of UNION BANK, N.A. (and its subsidiaries and affiliates), in its capacity as Administrative Agent (“Agent”). 

Recitals 

A. This Guaranty is entered into concurrently with that certain Credit Agreement among ResMed Inc., a Delaware corporation
(“Borrower”), each lender from time to time party thereto (collectively, “Lenders” and individually, a “Lender”), and Agent as Administrative Agent for Lenders, Swing Line Lender and L/C Issuer (the
“Credit Agreement”), dated as of even date herewith, pursuant to which Lenders have agreed to make certain advances of money and to extend certain financial accommodations to Borrower (collectively, the “Loans”),
subject to the terms and conditions set forth therein. Capitalized terms used in this Guaranty but not otherwise defined herein shall have the meanings given them in the Credit Agreement. 

B. In consideration of the agreement of Lenders to make the Loans to Borrower under the Credit Agreement, Guarantor is willing to
guaranty the full payment and performance by Borrower of all of its Obligations thereunder, all as further set forth herein. 

C. Guarantor is a Subsidiary of Borrower and will obtain substantial direct and indirect benefit from the Loans made by Lenders to
Borrower under the Credit Agreement. 
 NOW, THEREFORE, to induce Agent and Lenders to enter into the Credit Agreement,
and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, and intending to be legally bound, Guarantor hereby represents, warrants, covenants and agrees as follows: 

1. Obligations Guarantied. Guarantor unconditionally guaranties and promises (a) to pay to Agent, in lawful United States money, all
Obligations to Agent of Borrower when due, whether at stated maturity, upon acceleration or otherwise, and at all times thereafter; and (b) to perform all undertakings of Borrower in connection with the Obligations. 

2. Separate Obligations. Guarantor’s obligations under this Guaranty are independent of Borrower’s Obligations and separate actions may
be brought against each Guarantor (whether action is brought against Borrower or whether Borrower is joined in the action). 
 3. Continuing
Nature/Revocation/Reinstatement. This Guaranty is in addition to any other guaranties of the Obligations, is continuing and covers all Obligations, including those arising under successive transactions which continue or increase the Obligations
from time to time, renew all or part of the Obligations after they have been satisfied, or create new Obligations. Revocation by one or more signers of this Guaranty or any other guarantors of the Obligations shall not (a) affect the
obligations under this Guaranty of any non-revoking Guarantors, (b) apply to Obligations outstanding when Agent receives written notice of revocation, or to any extensions, renewals, readvances, modifications, amendments or replacements of such
Obligations, or (c) apply to Obligations, arising after Agent receives such notice of revocation, which are created pursuant to a commitment existing at the time of the revocation, whether or not there exists an unsatisfied condition to such
commitment or Agent has another defense to its performance. All of Agent’s rights pursuant to this Guaranty continue 

  
 Page 1









 
with respect to amounts previously paid to Agent on account of any Obligations which are thereafter restored or returned by Agent, whether in an insolvency proceeding of Borrower or for any other
reason, all as though such amounts had not been paid to Agent; and Guarantor’s liability under this Guaranty (and all its terms and provisions) shall be reinstated and revived, notwithstanding any surrender or cancellation of this Guaranty.
Agent, at its sole discretion, may determine whether any amount paid to it must be restored or returned; provided, however, that if Agent elects to contest any claim for return or restoration, Guarantor agrees to indemnify and hold Agent harmless
from and against all costs and expenses, including reasonable attorneys’ fees, expended or incurred by Agent in connection with such contest. If an Event of Default has occurred under the Credit Agreement, at Agent’s election,
Guarantor’s obligations under this Guaranty shall immediately and without notice or demand become due and payable, whether or not then otherwise due and payable. 
 4. Authorization. Guarantor authorizes Agent, without notice and without affecting Guarantor’s liability under this Guaranty, from time to time, whether before or after any revocation of this
Guaranty, to (a) renew, compromise, extend, accelerate, release, subordinate, waive, amend and restate, or otherwise amend or change, the interest rate, time or place for payment or any other terms of all or any part of the Obligations;
(b) accept delinquent or partial payments on the Obligations; (c) take or not take security or other credit support for this Guaranty or for all or any part of the Obligations, and exchange, enforce, waive, release, subordinate, fail to
enforce or perfect, sell, or otherwise dispose of any such security or credit support; (d) apply proceeds of any such security or credit support and direct the order or manner of its sale or enforcement as Agent, at its sole discretion, may
determine; and (e) release or substitute Borrower or any guarantor or other person or entity liable on the Obligations. 
 5. Waivers.
To the maximum extent permitted by law, Guarantor waives (a) all rights to require Agent to proceed against Borrower, or any other guarantor, or proceed against, enforce or exhaust any security for the Obligations or to marshal assets or to
pursue any other remedy in Agent’s power whatsoever; (b) all defenses arising by reason of any disability or other defense of Borrower, the cessation for any reason of the liability of Borrower, any defense that any other indemnity,
guaranty or security was to be obtained, any claim that Agent has made Guarantor’s obligations more burdensome or more burdensome than Borrower’s obligations, and the use of any proceeds of the Obligations other than as intended or
understood by Agent or Guarantor; (c) all presentments, demands for performance, notices of nonperformance, protests, notices of dishonor, notices of acceptance of this Guaranty and of the existence or creation of new or additional Obligations,
and all other notices or demands to which Guarantor might otherwise be entitled; (d) all conditions precedent to the effectiveness of this Guaranty; (e) all rights to file a claim in connection with the Obligations in an Insolvency
Proceeding filed by or against Borrower; (f) all rights to require Agent to enforce any of its remedies; and (g) until the Obligations are satisfied or fully paid with such payment not subject to return: (i) all rights of subrogation,
contribution, indemnification or reimbursement, (ii) all rights of recourse to any assets or property of Borrower, or to any collateral or credit support for the Obligations, (iii) all rights to participate in or benefit from any security
or credit support Agent may have or acquire, (iv) all rights, remedies and defenses Guarantor may have or acquire against Borrower and (v) the benefits of California Civil Code sections 2809, 2810, 2819, 2845, 2847, 2848, 2849, 2850, 2899
and 3433.. Guarantor understands that if Agent forecloses by trustee’s sale on a deed of trust securing any of the Obligations, Guarantor would then have a defense preventing Agent from thereafter enforcing Guarantor’s liability for the
unpaid balance of the secured Obligations. This defense arises because the trustee’s sale would eliminate Guarantor’s right of subrogation, and therefore Guarantor would be unable to obtain reimbursement from Borrower. Guarantor
specifically waives this defense and all rights and defenses that Guarantor may have because the Obligations are secured by real property. 

  
 Page 2









 
This means, among other things: (a) Agent may collect from Guarantor without first foreclosing on any real or personal property collateral pledged by Borrower; and (b) if Agent
forecloses on any real property collateral pledged by Borrower: (i) the amount of the Obligations may be reduced only by the price for which the collateral is sold at the foreclosure sale, even if the collateral is worth more than the sale
price; and (ii) Agent may collect from Guarantor even if Agent, by foreclosing on the real property collateral, has destroyed any right Guarantor may have to collect from Borrower. This is an unconditional and irrevocable waiver of any rights
and defenses Guarantor may have because the Obligations are secured by real property. These rights and defenses include, but are not limited to, any rights or defenses based upon Section 580a, 580b, 580d or 726 of the California Code of Civil
Procedure or similar laws in other states. 
 6. Guarantor to Keep Informed. Guarantor warrants having established with Borrower adequate
means of obtaining, on an ongoing basis, such information as Guarantor may require concerning all matters bearing on the risk of nonpayment or nonperformance of the Obligations. Guarantor assumes sole, continuing responsibility for obtaining such
information from sources other than from Agent. Agent has no duty to provide any information to Guarantor until Agent receives Guarantor’s written request for specific information in Agent’s possession and Borrower has authorized Agent to
disclose such information to Guarantor. 
 7. Subordination. All obligations of Borrower to Guarantor which presently or in the future
may exist (“Guarantor’s Claims”) are hereby subordinated to the Obligations. At Agent’s request, Upon the occurrence and during the continuation of an Event of Default Guarantor’s Claims will be enforced and
performance thereon received by Guarantor only as a trustee for Agent, and Guarantor will promptly pay over to Agent all proceeds recovered for application to the Obligations without reducing or affecting Guarantor’s liability under other
provisions of this Guaranty. 
 8. Reserved. 
 9. Authorization. Agent need not inquire into or verify the powers of Borrower or authority of those acting or purporting to act on behalf of Borrower, and this Guaranty shall be enforceable with
respect to any Obligations Agent grants or creates in reliance on the purported exercise of such powers or authority. 
 10. Assignments.
Without notice to Guarantor, Agent may assign the Obligations and this Guaranty, in whole or in part, and may disclose to any prospective or actual purchaser of all or part of the Obligations any and all information Agent has or acquires
concerning Guarantor, this Guaranty and any security for this Guaranty. 
 11. Multiple Guarantors/Borrowers. When there is more than one
Borrower named herein or when this Guaranty is executed by more than one Guarantor, then the words “Borrower” and “Guarantor”, respectively, shall mean all and any one or more of them, and their respective
successors and assigns, including debtors-in-possession and bankruptcy trustees; words used herein in the singular shall be considered to have been used in the plural where the context and construction so requires in order to refer to more than one
Borrower or Guarantor, as the case may be. 
 12. Integration/Severability/Amendments. This Guaranty is intended by Guarantor and Agent
as the complete, final expression of their agreement concerning its subject matter. It supersedes all prior understandings or agreements with respect thereto and may be changed only by a writing signed by Guarantor and Agent. No course of dealing,
or parole or extrinsic evidence shall be used to modify or 

  
 Page 3









 
supplement the express terms of this Guaranty. If any provision of this Guaranty is found to be illegal, invalid or unenforceable, such provision shall be enforced to the maximum extent
permitted, but if fully unenforceable, such provision shall be severable, and this Guaranty shall be construed as if such provision had never been a part of this Guaranty, and the remaining provisions shall continue in full force and effect.

 13. Joint and Several. If more than one Guarantor signs this Guaranty, the obligations of each under this Guaranty are joint and
several, and independent of the Obligations and of the obligations of any other person or entity. A separate action or actions may be brought and prosecuted against any one or more guarantors, whether action is brought against Borrower or other
guarantors of the Obligations, and whether Borrower or others are joined in any such action. 
 14. Notice. Any notice, including notice
of revocation, given by any party under this Guaranty shall be effective only upon its receipt by the other party and only if (a) given in writing and (b) personally delivered or sent by United States mail, postage prepaid, and addressed
to (x) in the case of Agent, the address set forth for Agent in the Credit Agreement and (y) in the case of Guarantor, the address set forth next to Guarantor’s signature below. Guarantor and Agent may change the place to which
notices, requests, and other communications are to be sent to them by giving written notice of such change to the other. 
 15. Governing
Law; Jurisdiction; Etc. 
 (a) GOVERNING LAW. THIS GUARANTY SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF CALIFORNIA, WITHOUT REGARD TO THE PRINCIPLES THEREOF REGARDING CONFLICTS OF LAWS, AND ANY APPLICABLE LAWS OF THE UNITED STATES OF AMERICA. 

(b) SUBMISSION TO JURISDICTION. GUARANTOR IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA SITTING IN SAN DIEGO COUNTY AND OF THE UNITED STATES DISTRICT COURT OF THE SOUTHERN DISTRICT OF CALIFORNIA, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR PROCEEDING
ARISING OUT OF OR RELATING TO THIS GUARANTY OR ANY OTHER LOAN DOCUMENT, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR
PROCEEDING MAY BE HEARD AND DETERMINED IN SUCH CALIFORNIA STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS GUARANTY SHALL AFFECT ANY RIGHT THAT AGENT MAY OTHERWISE HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS
GUARANTY AGAINST GUARANTOR OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION. 

  
 Page 4









 (c) WAIVER OF VENUE. GUARANTOR IRREVOCABLY AND UNCONDITIONALLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY IN ANY COURT REFERRED TO IN PARAGRAPH (B) OF THIS SECTION. EACH
OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION OR PROCEEDING IN ANY SUCH COURT. 

(d) SERVICE OF PROCESS. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS IN THE MANNER PROVIDED FOR NOTICES IN SECTION
14. NOTHING IN THIS GUARANTY WILL AFFECT THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW. 

16. DISPUTES; WAIVER OF JURY TRIAL. TO THE EXTENT PERMITTED BY LAW, IN CONNECTION WITH ANY CLAIM, CAUSE OF ACTION, PROCEEDING OR OTHER
DISPUTE CONCERNING THIS GUARANTY (EACH A “CLAIM”), THE PARTIES HERETO EXPRESSLY, INTENTIONALLY, AND DELIBERATELY WAIVE ANY RIGHT EACH MAY OTHERWISE HAVE TO TRIAL BY JURY. IN THE EVENT THAT THE WAIVER OF JURY TRIAL SET FORTH IN THE
PREVIOUS SENTENCE IS NOT ENFORCEABLE UNDER THE LAW APPLICABLE TO THIS GUARANTY, THE PARTIES TO THIS GUARANTY AGREE THAT ANY CLAIM, INCLUDING ANY QUESTION OF LAW OR FACT RELATING THERETO, SHALL, AT THE WRITTEN REQUEST OF ANY PARTY, BE DETERMINED BY
JUDICIAL REFERENCE PURSUANT TO THE STATE LAW APPLICABLE TO THIS GUARANTY. THE PARTIES SHALL SELECT A SINGLE NEUTRAL REFEREE, WHO SHALL BE A RETIRED STATE OR FEDERAL JUDGE. IN THE EVENT THAT THE PARTIES CANNOT AGREE UPON A REFEREE, THE COURT SHALL
APPOINT THE REFEREE. THE REFEREE SHALL REPORT A STATEMENT OF DECISION TO THE COURT. NOTHING IN THIS PARAGRAPH SHALL LIMIT THE RIGHT OF ANY PARTY AT ANY TIME TO EXERCISE SELF-HELP REMEDIES, FORECLOSE AGAINST COLLATERAL OR OBTAIN PROVISIONAL REMEDIES.
THE PARTIES SHALL BEAR THE FEES AND EXPENSES OF THE REFEREE EQUALLY, UNLESS THE REFEREE ORDERS OTHERWISE. THE REFEREE SHALL ALSO DETERMINE ALL ISSUES RELATING TO THE APPLICABILITY, INTERPRETATION, AND ENFORCEABILITY OF THIS PARAGRAPH. THE PARTIES
ACKNOWLEDGE THAT IF A REFEREE IS SELECTED TO DETERMINE THE CLAIMS, THEN THE CLAIMS WILL NOT BE DECIDED BY A JURY. 
 [Balance
of Page Intentionally Left Blank] 

  
 Page 5









 Executed as of the date first set forth above. Guarantor acknowledges having received a copy
of this Guaranty and having made each waiver contained in this Guaranty with full knowledge of its consequences. 
 GUARANTORS: 

 

							
	RESMED CORP.                         
                           	  	ADDRESS:	  	
9001 Spectrum Center Blvd.                   
                             
 San Diego, CA 92123



					
			
	 By:
	 	/s/ David Pendarvis	 	


							
	Name:	 	David Pendarvis	 		 	


									
	 Title:
	 	Secretary	 		 		 	

  

							
	RESMED ASSEMBLY US INC.                     
       	  	ADDRESS:	  	
9001 Spectrum Center Blvd.                   
                             
 San Diego, CA 92123



					
			
	 By:
	 	/s/ David Pendarvis	 	


							
	Name:	 	David Pendarvis	 		 	


							
	 Title:
	 	Secretary	 		 	

  

							
	RESMED MOTOR TECHNOLOGIES INC.	  	ADDRESS:	  	
9540 De Soto Ave.                    
                                         
   
 Chatsworth, CA 91311



					
			
	 By:
	 	/s/ David Pendarvis	 	


							
	Name:	 	David Pendarvis	 		 	


							
	 Title:
	 	Secretary	 		 	

 [Signature Page to Unconditional Guaranty]