RESMED INC — Capital/Financing Update 2012

Jan 26, 2012

26-Jan-2012 15:03 EST

SDI HTM IFV 0C Page 1 of 1

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

January 25, 2012 Date of Report (Date of earliest event reported)

ResMed Inc.

(Exact name of registrant as specified in its charter)

(State of Incorporation)

(Commission File Number)

Delaware 001-15317 98-0152841 (IRS Employer Identification No.)

9001 Spectrum Center Blvd. San Diego, CA 92123 (Address of principal executive offices) (Zip Code)

(858) 836-5000 (Registrant's telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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FORM 8-K (CREDIT AGR		SDI		HTMESS0C

Item 1.01. Entry into a Material Definitive Agreement

On January 25, 2012, we entered into a first amendment to the existing credit agreement between us, as borrower, and lenders, Union Bank, N.A.; HSBC Bank USA, National Association; Commonwealth Bank of Australia and Wells Fargo Bank, N.A. The amendment increases, from $300 million to $400 million, the maximum principal amount that can be borrowed on a revolving basis under the credit agreement, subject to customary conditions.

A copy of the amendment is attached as an exhibit to this report, and the summary above is qualified by reference to the entire amendment.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

10.1 First Amendment to Credit Agreement, dated as of January 25, 2012, among the Company, as Borrower and the Lenders party thereto, including Union Bank, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, HSBC Bank USA, National Association, as Syndication Agent and Union Bank, N.A., HSBC Bank USA, National Association, Commonwealth Bank of Australia and Wells Fargo Bank, N.A.

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FORM 8-K (CREDIT AGR		SDI		HTMESS	0C

SIGNATURES

We have authorized the person whose signature appears below to sign this report on our behalf, in accordance with the Securities Exchange Act of 1934.

RESMED INC.

Date: January 26, 2012 By: /s/ David Pendarvis

Name: David Pendarvis Its: Chief administrative officer, global general counsel and secretary

RESMED INC 288767 EX10_1 1 FORM 8-K (CREDIT AGR 26-Jan-2012 15:04 EST SDI HTM RR Donnelley ProFile WCRperer1dc 1* IFV 0C SERFBU-MWE-XN01 10.10

Page 1 of 1

Exhibit 10.1

FIRST AMENDMENT TO CREDIT AGREEMENT

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

RECITALS

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

NOW, THEREFORE, the parties agree as follows:

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

2. No course of dealing on the part of the Agent Parties, the Lender Parties, or their officers, nor any failure or delay in the exercise of any right under the Loan Documents by any Agent Party or Lender Party, shall operate as a waiver thereof, and any single or partial exercise of any such right shall not preclude any later exercise of any such right. Any Agent Party's or Lender Party's failure at any time to require strict performance by Borrower of any provision of any Loan Document shall not affect any right of Lender Parties and Agent Parties thereafter to demand strict compliance with and performance of such provision.

3. The Credit Agreement, as amended hereby, shall be and remain in full force and effect in accordance with its respective terms and hereby is ratified and confirmed in all respects. Except as expressly set forth herein, the execution, delivery, and performance of this Amendment shall not operate as a waiver of, or as an amendment of, any right, power, or remedy of any Agent Party or Lender Party under the Credit Agreement, as in effect prior to the date hereof. Upon the effectiveness of this Amendment, all references in the Loan Documents to the "Credit Agreement" shall be deemed to refer to the Credit Agreement, as amended by this Amendment.

4. Borrower represents and warrants that the representations and warranties contained in Article V of the Credit Agreement are true and correct in all material respects as of the date of this Amendment (except such representations and warranties which are by their terms expressly limited to an earlier date, in which case the same were true and correct in all material respects as of such earlier date), and that, after giving effect to this Amendment, no Event of Default has occurred and is continuing.

5. As a condition to the effectiveness of this Amendment, Administrative Agent shall have received, in form and substance reasonably satisfactory to Administrative Agent, the following:

(a) this Amendment, duly executed by Borrower;

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

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

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

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

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

(g) such other documents, and completion of such other matters, as Administrative Agent may reasonably deem necessary or appropriate.

1. This Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one instrument.

[Balance of Page Intentionally Left Blank]

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

RESMED INC.

By: /s/ David Pendarvis

Name: David Pendarvis Its: Chief Administrative Officer, Global General

Counsel & Secretary

UNION BANK, N.A., as Administrative Agent

By: /s/ Mark Adelman

Name: Mark Adelman Its: Vice President

UNION BANK, N.A., as a Lender, L/C Issuer and Swing Line Lender

By: /s/ Mark Adelman Name: Mark Adelman Its: Vice President

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

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

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

HSBC BANK USA, National Association, as Syndication Agent

By: /s/ James Colman Name: James Colman Its: Vice President

HSBC BANK USA, National Association, as a Lender

By: /s/ James Colman Name: James Colman Its: Vice President

Lending Office: One HSBC Center, Floor 26 Buffalo, NY 14203 Attn: Mark C Hall Fax: (716) 841-4178

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

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

COMMONWEALTH BANK OF AUSTRALIA, as a Lender

By: /s/ Andrew Ting Name: Andrew Ting Its: VICE PRESIDENT by POA dated 9, July 2008

Lending Office: LVL 22, 201 SUSSEX ST SYDNEY NSW AUSTRALIA Attn: Andrew Ting Fax: +612 9118 4002

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

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

WELLS FARGO BANK, N.A., as a Lender

Page 1 of 1

By: /s/ Joseph R. Bruckart Name: Joseph R. Bruckart Its: Vice President

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

[Signature Page to First Amendment to Credit Agreement]

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FORM 8-K (CREDIT AGR		SDI		HTMESS	0C

SCHEDULE 2.01

COMMITMENTS AND APPLICABLE PERCENTAGES

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