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