On February 27, 2009, ResMed Inc., and our wholly-owned subsidiaries, ResMed Corp., ResMed EAP Holdings Inc. and ResMed Motor Technologies Inc., entered into a Third Amendment to the March 1, 2006 Second Amended and Restated Revolving Loan Agreement with Union Bank of California, N.A.

In the Third Amendment, we agreed to certain changes in the loan agreement to maintain the revolving commitment at $65 million, which would have otherwise been reduced to $55 million as of March 1, 2009. The loan agreement was also amended to revise our obligation to maintain certain financial covenants. The minimum fixed charge coverage ratio was revised to exclude capital expenditures related to construction of our new headquarters building. The requirement that ResMed Corp. and ResMed Motor Technologies Inc. maintain minimum earnings before interest, taxes, depreciation and amortization, or EBITDA, was increased to $15 million. Finally, the requirement that we meet certain minimum liquidity was eliminated.

A copy of the Third Amendment is attached as Exhibit 10.1 to this report, and the summary above is qualified by reference to the entire document.

(d) Exhibits

Exhibits:      Description of Document

  10.1         Third Amendment to Second Amended and Restated Revolving Loan
               Agreement dated as of February 27, 2009