Danaher 2009 Annual Report Download - page 152

(f) The Company may from time to time, upon not less than 5 Business Days’ notice from the Company to the Administrative Agent (or such shorter
period as may be agreed by the Administrative Agent in its sole discretion), terminate a Designated Borrower’s status as such, provided that there are no
outstanding Loans payable by such Designated Borrower, or other amounts payable by such Designated Borrower on account of any Loans made to it, as of
the effective date of such termination. The Administrative Agent will promptly notify the Company and the Lenders of any such termination of a Designated
Borrower.
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(a) Requests for Extension. The Company may, by notice to the Administrative Agent (who shall promptly notify the Lenders) not earlier than 45 days
and not later than 35 days prior to the Extension Date, request that each Lender extend such Lender’s Maturity Date then in effect (the “ Existing Maturity
Date”) for an additional one year from the Existing Maturity Date.
(b) Lender Elections to Extend. Each Lender, acting in its sole and individual discretion, shall, by notice to the Administrative Agent given not later than
the date (the “Notice Date”) that is 10 days after receipt of notice of a maturity date extension request, advise the Administrative Agent whether such Lender
agrees to such extension (each Lender agreeing to such extension being an “ Extending Lender”). Each Lender that determines not to so extend its Maturity Date
(a “Non-Extending Lender”) shall notify the Administrative Agent of such fact promptly after such determination (but in any event no later than the Notice
Date). Any Lender that does not advise the Administrative Agent that it is an Extending Lender on or before the Notice Date shall be deemed to be a Non-
Extending Lender. The election of any Extending Lender to agree to such extension shall not obligate any Non-Extending Lender to so agree (and the Maturity
Date for each Non-Extending Lender will not be changed by this Section 2.15).
(c) Notification by Administrative Agent . The Administrative Agent shall notify the Company of each Lender’s determination under this Section no later
than the date 15 days prior to the Extension Date (or, if such date is not a Business Day, on the next preceding Business Day).
(d) Additional Commitment Lenders. The Company shall have the right on or before the Extension Date to replace each Non-Extending Lender with, and
add as “Lenders” under this Agreement in place thereof, one or more Eligible Assignees (each, an “ Additional Commitment Lender”) as provided in
Section 11.16, each of which Additional Commitment Lenders shall have entered into an Assignment and Assumption with one or more Non-Extending
Lenders pursuant to which such Additional Commitment Lender shall, effective as of the Extension Date, undertake all or a portion of the Commitment of
such Non-Extending Lender (and, if any such Additional Commitment Lender is already a Lender, its Commitment shall be in addition to any other
Commitment of such Lender hereunder on such date).
(e) Minimum Extension Requirement. If (and only if) at least the Required Lenders have agreed so to extend their Maturity Date, then, effective as of the
Extension Date, the Maturity Date of each Extending Lender and of each Additional Commitment Lender shall be extended to the date falling one year after the
Existing Maturity Date (except that, if such date is not a Business Day, such Maturity Date as so extended shall be the next preceding Business Day) and each
Additional Commitment Lender shall thereupon become a “Lender” for all purposes of this Agreement.
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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