Exhibit 10.1

Second Amendment and Restatement Deed

ResMed Limited

Borrower

The Hong Kong and Shanghai Banking Corporation Limited, Sydney Branch

Financier

HSBC Bank Australia Limited

Facility Agent

HSBC Bank Australia Limited

Security Trustee

Execution Version

Clayton Utz

Lawyers

Levels 19-35 No. 1 O’Connell Street Sydney NSW 2000 Australia

PO Box H3 Australia Square Sydney NSW 1215

T +61 2 9353 4000 F +61 2 8220 6700

www.claytonutz.com

Background

Operative provisions

In this deed:

Amended Agreement means the Original Facility Agreement, as amended and restated in the form set out in Schedule 2 (Form of Amended and Restated Facility Agreement).

Original Facility Agreement means the facility agreement dated 8 June 2006, as amended and restated on 30 September 2008 pursuant to the Amendment and Restatement Agreement, and entered into by the Borrower, the Financier, the Facility Agent and the Security Trustee.

Second Effective Date means the date on which the Facility Agent has received the documents and other evidence listed in Schedule 1 in form and substance satisfactory to it.

Second Guarantor Consent Deeds means:

Unless otherwise defined, expressions used in this deed have the meanings given to them in the Amended Agreement.

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This deed is collateral and supplemental to the Amended Agreement and is a Finance Document for the purposes of the Amended Agreement.

Each party acknowledges receiving $10 and other valuable consideration for entering into this deed.

The provisions of clause 3 (Amendments to the Original Facility Agreement) shall be effective only if the Facility Agent has received the documents and other evidence listed in Schedule 1 (Conditions precedent) in form and substance satisfactory to the Facility Agent. The Facility Agent shall notify the Borrower promptly upon being so satisfied.

If the Second Effective Date has not occurred on or before 5.00pm (Sydney time) on 16 October 2009 or such later date as may be agreed between the Facility Agent and the Borrower, this deed shall terminate without the need for notice or any other act and the parties will be released from their respective rights and obligations under this deed. Nothing in this clause 2.2 affects any accrued rights and obligations which any party has against any other party under this deed prior to its termination.

With effect from the Second Effective Date the Original Facility Agreement shall be amended and restated in the form set out in Schedule 2 (Form of Amended and Restated Facility Agreement).

The Borrower must, on or before the execution of this deed, pay to the Facility Agent (for distribution to the Financier) a non-refundable fee of USD 125,000.

The Borrower must indemnify each other party against, and must pay each other party on demand the amount of, all Taxes and reasonable expenses incurred in connection with:

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including reasonable legal expenses and reasonable expenses incurred in engaging consultants.

The Borrower represents and warrants to each Finance Party on the date of this deed and on the Second Effective Date that all information provided by or on behalf of it to the Financier in or in connection with the application to the Financier for the variation of the terms of the Original Facility Agreement as contemplated in this deed is true and accurate in all material respects and is not incomplete or misleading by omitting to state any material fact.

The Borrower confirms and repeats each of the representations and warranties made by it in clause 15.1 of the Amended Agreement for each Finance Party’s benefit as if they were set out in full in this deed with reference to the facts and circumstances subsisting as at the Second Effective Date.

The Borrower unconditionally and irrevocably:

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

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Each party irrevocably:

The Borrower on demand by a Finance Party and at the expense of the Borrower will promptly do all further acts and execute and deliver all further documents as the Finance Party reasonably requires to perfect the rights and powers afforded, created, or intended to be afforded or created, by this deed or any other Finance Document.

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

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Executed as a deed.

Borrower

Financier

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Facility Agent

Security Trustee

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Schedule 1 – Conditions precedent

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Schedule 2 – Form of Amended and Restated Facility Agreement

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Syndicated facility agreement

dated 8 June 2006, as amended and restated on 30 September 2008 and on the Second Effective Date

ResMed Limited

Borrower

Each person listed in Schedule 1

Original Financier

HSBC Bank Australia Limited

Facility Agent

HSBC Bank Australia Limited

Security Trustee

Clayton Utz

Lawyers

Levels 19-35 No. 1 O’Connell Street Sydney NSW 2000 Australia

PO Box H3 Australia Square Sydney NSW 1215

T +61 2 9353 4000 F +61 2 8220 6700

www.claytonutz.com

Contents

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Syndicated facility agreement dated 8 June 2006 as amended and restated on 30 September 2008 and on                      2009

Background

At the request of the Borrower, the Financiers have agreed to provide financial accommodation to the Borrower in accordance with this agreement.

Operative provisions

In this agreement:

Accepted Accounting Practices means the accounting practices and standards generally accepted in the United States of America.

Accounts means a statement of income, balance sheet and a statement of cash flow together with any statements, reports (including any directors’ and auditors’ reports) and notes attached to or intended to be read with any of them.

Additional Guarantor means a person who enters into a guarantee and indemnity pursuant to clause 16.5 or clause 17.2.

Advance means a Tranche A Advance, a Tranche B Advance, a Tranche C Advance or a Tranche D Advance.

Agency Fee Letter means the letter dated on or about 8 June 2006 from the Facility Agent and the Security Trustee to the Borrower, as accepted by the Borrower, setting out the fees payable by the Borrower to the Facility Agent and the Security Trustee for their own account in connection with the Finance Documents.

Agreement for the Purchase of Debts means the document entitled “Agreement for the Purchase of Debts” between ResMed EPN Ltd and HSBC Invoice Finance (UK) Ltd (or for invoices up to 30 June 2009, the “Agreement for the Purchase of Debts” between ResMed (UK) Limited and HSBC Invoice Finance (UK) Ltd).

Alternative Currency means any currency, other than US Dollars.

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Amendment and Restatement Agreement means the document entitled “Amendment and Restatement Agreement” dated 30 September 2008 between the Borrower, each Original Financier, the Facility Agent and the Security Trustee.

Australian Dollars or AUD means the lawful currency for the time being of the Commonwealth of Australia.

Authorisation means:

Authorised Officer in relation to any Obligor means a person appointed as an authorised officer of that Obligor for the purposes of the Finance Documents by a resolution of the board of directors of that Obligor and in respect of whom the Facility Agent has received a certificate signed by a director of that Obligor setting out that person’s name, position and signature and confirming the appointment, provided the Facility Agent has not received notice of revocation of that appointment.

Availability Period means the Tranche A Availability Period, the Tranche B Availability Period, the Tranche C Availability Period or the Tranche D Availability Period.

Base Rate means:

BBSY Base Rate for any period means the rate expressed as a percentage per annum (rounded upwards if necessary to 4 decimal places) which is:

Bill has the meaning given to “bill of exchange” in the Bills of Exchange Act 1909 (Commonwealth), but does not include a cheque or payment order, and any reference to the drawing, acceptance, indorsement or other dealing of or with a Bill refers to a drawing, acceptance, indorsement or other dealing within the meaning of that Act.

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Business Day means a day (other than a Saturday or Sunday) on which banks are open for business generally in Sydney and London.

Commitment in relation to a Financier means that Financier’s Tranche A Commitment, Tranche B Commitment, Tranche C Commitment and Tranche D Commitment.

Constitution means the replaceable rules, constitution or combination of both as those terms are used in section 134 of the Corporations Act or, in the case of Obligors incorporated outside Australia, the relevant constitutional documents of that Obligor.

Controller means, in relation to a person’s property:

Corporations Act means the Corporations Act 2001 (Cth).

Current Assets means the aggregate value of the current tangible assets of the Group on a consolidated basis determined in accordance with Accepted Accounting Practices.

Deed of Variation means the Deed of Variation relating to the Resmed Loan Agreement dated 8 June 2006 between the Borrower and ResMed SAS.

Default Interest Period means, for an Unpaid Sum, a period of 30 days (or any other period the Facility Agent selects) beginning on the day on which the amount falls due, or on the last day of another Default Interest Period for that Unpaid Sum.

Default Rate means, for any day in a Default Interest Period, the applicable Prescribed Rate for that Default Interest Period plus 2%.

Distribution means:

Drawdown Date means the date on which an Advance is made.

Drawdown Notice means a notice given under clause 4 in the form of Schedule 4.

EBITDA means, for any period, the Operating Profit for that period before taking into account Gross Interest payable or receivable by the members of the Group, Tax on income and profits payable by the members of the Group, depreciation and amortisation in respect of fixed assets, real property, and plant and equipment, intangibles and exceptional and extraordinary items (and, in the case of an operating loss, it shall be expressed as a negative amount), but excluding stock-based compensation costs and/or costs arising from employee share schemes, in each case, determined in accordance with, and by reference to, the relevant financial statements delivered to the Facility Agent and Accepted Accounting Practices including, without limitation, FASB Statement No. 123 (Accounting for Stock-Based Compensation).

Effective Date has the same meaning given to that term in the Amendment and Restatement Agreement.

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Encumbrance means a mortgage, charge, pledge, lien, encumbrance, security interest, title retention, preferential right, trust arrangement, contractual right of set-off or any other security agreement or arrangement in favour of any person.

Equivalent means, in relation to an amount specified in a particular currency (the “first amount”), the net amount of any other currency which the Facility Agent determines can be purchased with the first amount in the Australian foreign exchange market at or about 11.00 am on the day on which the calculation falls to be made for spot delivery.

Euro or EUR means the single currency of European Participating Member States, and, in respect of all payments to be made under this agreement in Euros, immediately available, freely transferable funds.

Euro Amount means, in relation to an Advance, the amount of that Advance in Euros specified in the relevant Drawdown Notice.

Eurolibor means, for an Interest Period:

on the Reuters monitor system page “LIBOR 01” or any page which replaces that page; or

are offered to the Facility Agent by any two Reference Banks, in the interbank market selected by it, at or about 11.00 am (local time in the place of that market) 2 Business Days in the place of that market before the first day of that Interest Period.

European Participating Member States means any member state of the European Union that adopts or has adopted the Euro as its lawful currency in accordance with legislation of the European Community relating to the Economic and Monetary Union.

Event of Default has the meaning given in clause 18.1.

Event of Insolvency means:

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Excluded Taxes means any Taxes imposed by any jurisdiction on the overall net income of a Finance Party as a consequence of the Finance Party being a resident of or organised or doing business in that jurisdiction.

Facilities means the Tranche A Facility, the Tranche B Facility, the Tranche C Facility and the Tranche D Facility.

Facility Agent means HSBC Bank Australia Limited, or if HSBC Bank Australia Limited has been replaced, the successor appointed under clause 21.22.

Facility Office in respect of a Financier means the address of that Financier specified in Schedule 1 or in the Substitution Certificate or other document by which it became a party to or acquired rights under this agreement or, subject to clause 25.5(b), any other address as notified by that Financier to the Facility Agent (by not less than 5 Business Days’ notice) as the address through which it will perform its obligations under this agreement.

FASB means the Financial Accounting Standards Board in the United States of America.

Fee Letters means the Agency Fee Letter and the Upfront Fee Letter.

Final Termination Date means 8 June 2011.

Finance Documents means:

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Finance Party means any Financier, the Facility Agent, the Security Trustee, any Hedge Counterparty and the Working Capital Financiers.

Financial Liability means an obligation (whether present or future, actual or contingent) to pay or deliver any money or commodity under or in respect of any financial accommodation including under or in respect of any:

and any guarantee (including any guarantee and indemnity, indemnity, letter of credit, performance bond, acceptance or endorsement) of any Financial Liability of another person. It does not include any extended payment terms for the supply of goods and services entered into by the Borrower in the ordinary course of its ordinary business.

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Financial Ratio means (individually and collectively) the ratios and covenants set out in clause 17.

Financial Year means each 12 month period ending on any 30 June.

Financier means:

provided that on:

that Financier will cease to be a Financier.

Gearing Ratio means, in respect of any Twelve-Month Period, the ratio of Total Debt to EBITDA during that period.

Government Authority means any government or any governmental or semi governmental entity, authority, agency, commission, corporation or body (including those constituted or formed under any Statute), local government authority, administrative or judicial body or tribunal or stock exchange.

Gross Interest means, for any period, the aggregate amount of interest, amounts in the nature of interest and other fees of, or associated with, Total Debt that has been paid, incurred or accrued due for payment by the Group during that period calculated in accordance with Accepted Accounting Practices.

Group means the Parent and its Subsidiaries.

Group Company means any member of the Group.

GST means any goods and services tax, consumption tax, value added tax or any similar tax, impost or duty.

GST Liability has the meaning given in clause 24.2.

Guarantees means the International Guarantee, the US Guarantee and all other guarantees required to be entered into pursuant to clause 16.5 and clause 17.2.

Guarantor means an Original Guarantor and an Additional Guarantor.

Guarantor Consent Deeds has the same meaning as in the Amendment and Restatement Agreement.

Hedge Agreement means the 2002 ISDA Master Agreement dated 16 August 2006 and entered into between The HongKong and Shanghai Banking Corporation Limited and the Borrower (including all transactions and confirmations entered into under it) and any other interest rate hedge agreement or other hedge agreement (including any master agreement, any schedule thereto and any transaction or confirmation under it) entered into by the Borrower with a Hedge Counterparty in relation to hedging arrangements under or related to this agreement.

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Hedge Counterparty means The HongKong and Shanghai Banking Corporation Limited and any other entity nominated by the Facility Agent.

HSBC Entities means HSBC Bank plc, its Subsidiaries and affiliates.

Insolvency Provision means any law relating to insolvency, sequestration, liquidation, winding up or bankruptcy (including any law relating to the avoidance of conveyances in fraud of creditors or of preferences and any law under which a liquidator or trustee in bankruptcy may set aside or avoid transactions) and any provision of any agreement, arrangement or scheme, formal or informal, relating to the administration of any of the assets of any person.

Intercompany Loans means:

to the Borrower.

Interest Coverage Ratio means, in respect of a Twelve-Month Period, the ratio of EBITDA to Gross Interest during that Twelve-Month Period.

Interest Period means, in relation to an Advance, each period determined in accordance with clauses 7.1 and 7.2 and, in relation to an Unpaid Sum, each period determined in accordance with clause 8.1.

Interest Period Quotation Date means two Business Days before the first day of an Interest Period.

International Guarantee means the guarantee and indemnity dated 8 June 2006 between the Borrower, ResMed SAS, ResMed GmbH & Co. KG, ResMed (UK) Limited, Take Air Medical Handels-GmbH and the Security Trustee as amended on or about the Effective Date pursuant to the Guarantor Consent Deed in relation to the International Guarantee.

Joint Venture means any form of joint venture, whether a company, unincorporated entity, undertaking, association, partnership or other similar entity.

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LIBOR Quotation Date means, in relation to any period for which LIBOR is to be determined, the date on which quotations are customarily provided by leading banks in the London interbank market for deposits in the relevant currency for delivery on the first day of that period.

Majority Financiers means at any time:

whether or not a majority of Financiers by number.

Margin means:

in each case with the Gearing Ratio being calculated by the Facility Agent by reference to the latest Accounts received by the Facility Agent under clause 16.2 prior to the Interest Period Quotation Date. If for any reason the Facility Agent is unable to calculate the Gearing Ratio (including because the Facility Agent has not received the required Accounts) the Margin will be 0.90 per cent per annum for Tranches A and B; 0.80 per cent per annum for Tranche C and 2.50 per cent per annum for Tranche D. The parties agree that any change in the Margin will only take effect from the first day of the next Interest Period and that the Margin may not change within an Interest Period.

Material Adverse Effect means, in respect of a person, a material adverse effect in the reasonable opinion of the Facility Agent on:

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Material Authorisation in relation to an Obligor means any Authorisation required to be obtained by it in accordance with clause 16.1(d).

Net Income means, for any period, the net profit (or losses) after Tax of the Group for such period as determined in accordance with, and by reference to, the relevant financial statements delivered to the Facility Agent and Accepted Accounting Practices.

Net Profit After Tax has the same meaning given to that term under generally accepted accounting principles in Australia consistently applied.

Obligations means all the liabilities and obligations of any Obligor to any Finance Party under or by reason of any Finance Document and includes any liabilities or obligations which:

and irrespective of:

Obligor means (without duplication) the Borrower, each borrower under each Working Capital Agreement, each Guarantor and any other member of the Group which has been required to provide (whether or not it has yet entered into) Security.

Operating Profit means for any period, the operating profit on ordinary activities of the Group determined in accordance with, and by reference to, the relevant financial statements delivered to the Facility Agent and Accepted Accounting Practices.

Original Guarantor means each person listed in Schedule 2.

Original Security means:

Parent means ResMed Inc, a US corporation incorporated in Delaware.

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Permitted Currency means:

Permitted Encumbrances in respect of any Obligor means:

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provided that the aggregate of the amounts secured under the above categories of Permitted Encumbrance will not exceed USD 1,000,000;

Pledge means the French law document titled Pledge Agreement over Financial Instruments Account dated 30 September 2008 and executed by ResMed SAS in favour of HSBC Bank Australia Limited as security agent and others, creating a pledge over ResMed SAS’s shares in SAIME.

Potential Event of Default means any event or circumstance which, with the passage of time or the giving of notice or both, would become an Event of Default.

Power means any right, power, authority, discretion, remedy or privilege.

Prescribed Rate for each Interest Period means the aggregate of the Margin and:

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in each case in relation to that Interest Period.

Previous Facility Agreement means the syndicated facility agreement dated 16 May 2005 between the Borrower and HSBC Bank Australia Limited as initial lender, facility agent and security trustee.

Reference Banks means HSBC Bank plc, Barclays Bank plc and Lloyds TSB Bank plc or any other banks or financial institutions determined by the Facility Agent from time to time in consultation with the Borrower.

Related Body Corporate has the meaning given in section 9 of the Corporations Act, but on the basis that “Subsidiary” for the purposes of that definition has the meaning given in this agreement.

Repayment Date means any date on which the Borrower is required to make a payment under clause 6.1(a) or 6.3.

ResMed Corp. means ResMed Corp., a US corporation incorporated in Minnesota, having its principal office at 14040 Danielson Street, Poway, CA 92064 USA.

ResMed EAP means ResMed EAP, a US corporation incorporated in Delaware.

ResMed EPN Ltd means ResMed EPN Ltd, incorporated in England with company registration number 06863315.

ResMed GmbH & Co. KG means ResMed GmbH & Co. KG, a limited liability company incorporated in Germany having its seat in Martinsried (Municipality of Planegg), registered in the commercial register of the local court of Munich under HRA 85330.

ResMed Holdings Limited means ResMed Holdings Limited ABN 28 003 765 133, whose registered office is at 1 Elizabeth Macarthur Drive, Bella Vista, NSW 2153.

Resmed Loan Agreement means the Intercompany Loan Agreement dated 13 May 2005 between the Borrower (as lender) and ResMed SAS (as borrower).

ResMed Property Trust means the trust constituted pursuant to a deed entitled “The ResMed Property Trust Deed” dated 7 August 1997 and entered into between ResMed Holdings Limited ACN 003 765 133 as trustee and the Borrower as initial unit holder.

ResMed SAS means ResMed SAS, a limited company incorporated under the laws of France with a share capital of EUR46,050,000, whose registered office is at Parc Technologique de Lyon, 292 Allee Jacques Monod, 69791 Saint Priest Cedex, France registered with the Registry of Commerce and Companies of Lyon under single identification number 407 775 170.

ResMed (UK) Limited means ResMed (UK) Limited, incorporated in England with company registration number 02863553, whose registered office is at 96 Milton Park, Abingdon, Oxfordshire, OX14 4RY.

SAIME means SAIME a limited company (société par actions simplifiée) organised and existing under the laws of France, with a share capital of EUR 7,890,000, whose registered office is situated at 25, avenue de l’Etain, 77176 Savigny le Temple, registered with the Registry of Commerce and Companies of Melun under single identification number 451 683 536 RCS Melun.

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Second Amendment and Restatement Deed means the document entitled “Second Amendment and Restatement Deed” dated on or about 25 September 2009 between the Borrower, each Original Financier, the Facility Agent and the Security Trustee.

Second Effective Date has the same meaning given to that term in the Second Amendment and Restatement Deed.

Second Guarantor Consent Deeds has the same meaning given to that term in the Second Amendment and Restatement Deed.

Security means the Original Security and all other Encumbrances held by the Security Trustee at any time for the due satisfaction of the Obligations.

Security Trust Deed means the security trust deed dated 9 May 2006 and entered into between the Borrower and the Security Trustee.

Security Trustee means HSBC Bank Australia Limited, or if HSBC Bank Australia Limited has been replaced, the successor appointed under the Security Trust Deed.

Semi-Annual Date means 30 June and 31 December in each year.

Semi-Annual Period means each six-month period commencing on a Semi-Annual Date and ending on the next Semi-Annual Date.

Statute means any legislation of any Parliament or of any State or Territory of any jurisdiction in force at any time, and any rule, regulation, ordinance, by-law, statutory instrument, order or notice at any time made under that legislation and, in each case, any consolidations, amendments, re-enactments and replacements.

Sterling or GBP means the lawful currency for the time being of the United Kingdom; and, in respect of all payments to be made under this agreement in Sterling, immediately available, freely transferable funds.

Sterling LIBOR, in relation to an Interest Period or any other period, means:

and in all cases, the rate will be established as at 11.00 am on the LIBOR Quotation Date for the offering of deposits in Sterling and for the period requested.

Subsidiary in relation to any person, has the meaning given in the Corporations Act but as if “body corporate” included any person and for the purposes of which any beneficial interests will be deemed shares. A reference to a subsidiary in relation to the Borrower also includes the Resmed Property Trust.

Substitution Certificate means a certificate substantially in the form of Schedule 5 completed and entered into in accordance with clause 25.4, and a reference to “substitutes” will be construed as references to a person becoming party to this agreement under any Substitution Certificate.

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Take Air Medical Handels-GmbH means Take Air Medical Handels-GmbH a limited liability company (Gesellschaft mit beschränkter Haftung) incorporated under the laws of Germany, registered with the commercial register of the Local Court of Achim in Germany under HRB 5506, dated 17 May 2005.

Tangible Net Worth means, in respect of the Group (on a consolidated basis) at any time, the aggregate of tangible fixed assets and Current Assets at that time less all current liabilities and all long term liabilities (including, without limitation, contingent liabilities) at that time.

Tax means all taxes, levies, imposts, deductions, charges and withholdings assessed, imposed, collected, or withheld under any legislation and, in each case, all interest, fines, penalties, charges, fees or other amounts in respect of them.

Total Commitments means the aggregate of the Total Tranche A Commitments, the Total Tranche B Commitments, the Total Tranche C Commitments and the Total Tranche D Commitments.

Total Debt means, for a period, in respect of the Group, the aggregate principal amount of all Financial Liabilities to entities outside the Group which is interest bearing (including but not limited to, interest on convertible notes, redeemable preference shares and any amounts payable in relation to any finance lease which is treated as interest) on a consolidated basis, but excluding the Intercompany Loans.

Total Tranche A Commitments means, at any time, the aggregate of the Tranche A Commitments at that time.

Total Tranche B Commitments means, at any time, the aggregate of the Tranche B Commitments at that time.

Total Tranche C Commitments means, at any time, the aggregate of the Tranche C Commitments at that time.

Total Tranche D Commitments means, at any time, the aggregate of the Tranche D Commitments at that time.

Tranche A Advance means any loan under the Tranche A Facility or, where the context requires, the principal amount of that loan outstanding.

Tranche A Availability Period means the period from and including the date of this agreement to the close of business on 30 June 2006.

Tranche A Commitment in relation to a Financier means the amount set out against that Financier’s name in Schedule 1 as its Tranche A Commitment or in the Substitution Certificate or other document by which it became a party to or acquired rights under this agreement, in any case as reduced or increased by substitution or transfer under clause 25 and any Substitution Certificate to which the Financier is a party, to the extent not cancelled or reduced under this agreement.

Tranche A Facility means the EUR 37,750,000 term loan facility made available under this agreement as referred to in clause 2.1(a).

Tranche A Facility Reduction Date means each date for reduction of the Tranche A Commitment and the Total Commitments under clause 5.5 and (if necessary) repayment of the Tranche A Advances under clause 6.1.

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Tranche A Termination Date means the earlier of:

Tranche B Advance means any loan under the Tranche B Facility or, where the context requires, the principal amount of that loan outstanding.

Tranche B Availability Period means the period from and including the date of this agreement to the close of business on the Business Day prior to the Final Termination Date.

Tranche B Commitment in relation to a Financier means the amount set out against that Financier’s name in Schedule 1 as its Tranche B Commitment or in the Substitution Certificate or other document by which it became a party to or acquired rights under this agreement, in any case as reduced or increased by substitution or transfer under clause 25 and any Substitution Certificate to which the Financier is a party, to the extent not cancelled or reduced under this agreement.

Tranche B Facility means the USD 15,000,000 term loan facility made available under this agreement as referred to in clause 2.1(b).

Tranche B Termination Date means the earlier of:

Tranche C Advance means any loan under the Tranche C Facility or, where the context requires, the principal amount of that loan outstanding.

Tranche C Availability Period means the period from and including the date of this agreement to the close of business on 30 June 2006.

Tranche C Commitment in relation to a Financier means the amount set out against the Financier’s name in Schedule 1 as its Tranche C Commitment or in the Substitution Certificate or other document by which it became a party to or acquired rights under this agreement, in any case as reduced or increased by substitution or transfer under clause 25 and any Substitution Certificate to which the Financier is a party, to the extent not cancelled or reduced under this agreement.

Tranche C Facility means the USD 30,000,000 term loan facility made available under this agreement as referred to in clause 2.1(c).

Tranche C Termination Date means the earlier of:

Tranche D Advance means any loan under the Tranche D Facility or, where the context requires, the principal amount of that loan outstanding.

Tranche D Availability Period means the period from the Effective Date to the close of business on the Business Day before the Tranche D Termination Date.

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Tranche D Commitment in relation to a Financier means the amount set out against that Financier’s name in Schedule 1 as its Tranche D Commitment or in the Substitution Certificate or other document by which it became a party to or acquired rights under this agreement, in any case as reduced or increased by substitution or transfer under clause 25 and any Substitution Certificate to which the Financier is a party, to the extent not cancelled or reduced under this agreement.

Tranche D Facility means the USD 50,000,000 term loan facility made available under this agreement as referred to in clause 2.1(d).

Tranche D Termination Date means the earlier of:

Twelve-Month Period means a period of twelve calendar months ending on a Semi-Annual Date.

UBOC Facilities means the facilities provided by Union Bank of California, N.A. and other lenders to ResMed Corp., ResMed EAP Holdings Inc. and Servo Magnetics Inc. pursuant to the UBOC Loan Agreement.

UBOC Loan Agreement means the second amended and restated revolving loan agreement dated 1 March 2006 and entered into between ResMed Corp., ResMed EAP Holdings Inc. and Servo Magnetics Inc. as borrowers, the Parent as guarantor, the lenders named therein and Union Bank of California, N.A. as administrative agent.

UBOC Security means all encumbrances created under or pursuant to the “Collateral Documents”, as defined in the UBOC Loan Agreement as at 8 June 2006, or parallel security documents (if any) under any replacement facility in accordance with clause 16.3(b)(iv).

UK Security means all encumbrances created under or pursuant to the Agreement for the Purchase of Debts as at the Second Effective Date provided they do not secure a principal amount greater than GBP 5,000,000.

Upfront Fee Letter means the letter dated on or about 8 June 2006 from the Facility Agent to the Borrower, as accepted by the Borrower, setting out certain upfront fees payable by the Borrower referred to in clause 10.1.

Unpaid Sum means any sum due and payable by an Obligor under the Finance Documents but unpaid.

US Dollars or USD means the lawful currency of the United States of America; and, in respect of all payments to be made under this agreement in US Dollars, funds which are for same day settlement in the New York Clearing House Interbank Payments System (or such other funds as may at the relevant time be customary for the settlement of international banking transactions denominated in US Dollars).

US Dollar Amount means, in relation to an Advance, the amount of that Advance in US Dollars specified in the relevant Drawdown Notice.

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US Dollar LIBOR, in relation to an Interest Period or any other period, means:

and in all cases, the rate will be established as at 11.00 am on the LIBOR Quotation Date for the offering of deposits in US Dollars and for the period requested.

US Guarantee means the guarantee and indemnity dated 8 June 2006 between the Parent, ResMed Corp., the Borrower and the Security Trustee.

Working Capital Agreements means:

Working Capital Financier means any lender or financier under any Working Capital Agreement.

In this agreement:

and unless the context indicates a contrary intention:

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The expression Obligor refers to each person identified as an Obligor, and the obligations of the Obligors under this agreement bind them, jointly and severally.

The parties agree that, for the purposes of clauses 11, 12, 21, 22 and 23, each reference to Finance Document shall exclude the Working Capital Agreements.

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Subject to the terms of this agreement and in reliance on the representations and warranties set out in clause 15 and in the Security, the Financiers grant to the Borrower the following facilities:

No Financier is obliged to participate in the making of:

The obligations of each Finance Party under the Finance Documents are several. The failure of a Finance Party to perform its obligations under the Finance Documents will not relieve any other Finance Party or any Obligor of any of its respective obligations or responsibilities under the Finance Documents. No Finance Party will be responsible for the obligations of any other Finance Party under any Finance Document.

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The rights of each Finance Party under the Finance Documents are separate and independent rights. Any amount owing under the Finance Documents to any Finance Party by an Obligor constitutes a separate and independent debt which, subject to the terms of the Finance Documents, may be separately enforced by that Finance Party.

The obligations of the Financiers to make the first Advance available to the Borrower under this agreement are subject to the Facility Agent being satisfied that on the first Drawdown Date:

The obligations of the Financiers to make each Advance (including the first Advance) available to the Borrower under this agreement are subject to the Facility Agent being satisfied that both at the date of the relevant Drawdown Notice and at the relevant Drawdown Date:

21

The Facility Agent will be entitled to be satisfied with the form and substance of a document provided to it under clauses 3.1(a) and 3.3(b) if the document appears to the Facility Agent on its face to conform with its description. The Facility Agent will not be liable for any cost, loss, damage or expense suffered or incurred by any person as a result of it being so satisfied.

22

The Borrower may request an Advance by giving a Drawdown Notice to the Facility Agent. Only one Advance may be requested in a Drawdown Notice, unless the Facility Agent otherwise consents.

Each Drawdown Notice will be in the form of Schedule 4 and in each case will specify:

Each Drawdown Notice will be irrevocable and must be:

If a Tranche B Advance or a Tranche C Advance is to be made in an Alternative Currency, the amount to be drawn down will be the Equivalent, as determined by the Facility Agent, in that Alternative Currency of the US Dollar Amount on the second Business Day before the relevant Drawdown Date.

23

Immediately after receipt of a Drawdown Notice which complies with the provisions of this agreement the Facility Agent will notify each Financier of the proposed Advance including the amount of the proposed Advance and the proposed Drawdown Date.

Any part of the Tranche A Commitments not utilised under this agreement before the expiry of the Tranche A Availability Period will be cancelled automatically on the expiry of the Tranche A Availability Period.

Any part of the Tranche B Commitments not utilised under this agreement before the expiry of the Tranche B Availability Period will be cancelled automatically on the expiry of the Tranche B Availability Period.

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Any part of the Tranche C Commitments not utilised under this agreement before the expiry of the Tranche C Availability Period will be cancelled automatically on the expiry of the Tranche C Availability Period.

Any part of the Tranche D Commitments not utilised under this agreement before the expiry of the Tranche D Availability Period will be cancelled automatically on the expiry of the Tranche D Availability Period.

The Tranche A Commitment reduces on each date set out below to the amount appearing beside that date:

25

The Borrower will repay all Tranche D Advances in full on the Tranche D Termination Date.

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The Borrower will pay to the Facility Agent for the account of the Financiers the accrued interest in relation to each Advance on the last day of each Interest Period applicable to that Advance calculated up to that day.

If a liability of the Borrower becomes merged in a judgment or order, the Borrower, as an independent obligation, must pay interest on the amount of that liability, from (and including) the date of the judgment or order until it is paid in full, at the higher of the rate that applies under the judgment or order and the rate calculated in accordance with clause 8.1.

Interest under this clause:

The Borrower agrees to draw Bills in connection with any Advance in the manner required by any Financier whenever requested by a Financier to do so. The discounted value of those Bills when added to the aggregate discounted value of all other Bills drawn under this clause 9.1 for the relevant Financier and which are outstanding at any time may not exceed that Financier’s participation in all Advances which are outstanding at that time.

The Borrower irrevocably and for valuable consideration appoints each Financier (severally) as its attorney to draw Bills in its name or on its behalf under clause 9.1 and agrees to ratify all action taken by any Financier as its attorney under this clause 9.2.

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Each Financier may realise or deal with any bill drawn for it under clause 9.1 as it, in its discretion, determines.

The requirement to draw Bills under clause 9.1 and each appointment under clause 9.2 will cease and be revoked without necessity for notice when all Advances are fully and finally repaid. Nothing in clause 9.1 or 9.2 requires the Borrower, or authorises any Financier as attorney, to draw a Bill which matures after, in the case of Bills drawn in connection with any Tranche A Advance, the Tranche A Termination Date or, in the case of Bills drawn in connection with any Tranche B Advance, the Tranche B Termination Date or, in the case of Bills drawn in connection with any Tranche C Advance, the Tranche C Termination Date or, in the case of Bills drawn in connection with any Tranche D Advance, the Tranche D Termination Date.

On request from the Borrower through the Facility Agent (not more often than once each quarter) each Financier will notify the Borrower through the Facility Agent of the total face value of Bills outstanding at that time under this clause 9 which have been drawn by the Borrower at the request of that Financier under clause 9.1 or drawn by that Financier as attorney under clause 9.2.

If the Borrower discharges any Bill drawn under this clause 9 at its maturity by payment the amount of that payment will be taken to have satisfied, to the extent of the payment, amounts owing to the Financier that prepared the Bill or at whose request the Borrower prepared that Bill.

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The Borrower will pay to the Facility Agent for its own account, and to the Security Trustee for its own account, fees in the amounts and on the dates as specified in the Agency Fee Letter.

All fees payable by the Borrower under this clause 10 are non-refundable and non-rebateable.