Danaher 2009 Annual Report Download - page 153

(f) Conditions to Effectiveness of Extensions. Notwithstanding the foregoing, the extension of the Maturity Date pursuant to this Section shall not be
effective with respect to any Extending Lender unless:
(i) no Default or Event of Default shall have occurred and be continuing both on and as of the Extension Date and on and as of the Existing
Maturity Date and after giving effect to such extension on the Existing Maturity Date;
(ii) the representations and warranties contained in this Agreement are true and correct both on and as of the Extension Date and on and as of the
Existing Maturity Date and after giving effect to such extension on the Existing Maturity Date, as though made on and as of such date (or, if any such
representation or warranty is expressly stated to have been made as of a specific date, as of such specific date; provided, however, that for these
purposes the reference to the Closing Date in the representation and warranty in Section 5.06(b) shall be deemed to be a reference to the Extension Date or
the Existing Maturity Date, as the case may be);
(iii) both on and as of the Extension Date and on and as of the Existing Maturity Date, since the later of the date of the Audited Financial
Statements and the date of the most recent financial statements delivered pursuant to Section 6.01(a), no event, circumstance or development shall have
occurred that constituted or could reasonably be expected to constitute or have a Material Adverse Effect;
(iv) on the Maturity Date of each Non-Extending Lender not replaced by an Additional Commitment Lender under Section 2.15(d), the Borrowers
shall prepay any Committed Loans outstanding on such date (and pay any additional amounts required pursuant to Section 3.05) to the extent necessary
to keep outstanding Committed Loans ratable with any revised Pro Rata Shares of the respective Lenders effective as of such date; and
(v) both on the Extension Date and on the Existing Maturity Date, the Company shall have delivered a certificate of a Responsible Officer to the
Administrative Agent dated such date certifying as to the foregoing matters as of such date.
(g) Conflicting Provisions. This Section shall supersede any provisions in Section 2.13 or 11.01 to the contrary.
(h) Revised Pro Rata Shares. The Administrative Agent shall deliver to the Lenders copies of each certificate received from the Company pursuant to
Section 2.15(f) in respect of an extension hereunder promptly following receipt thereof. On the Existing Maturity Date the Administrative Agent shall also
notify each Extending Lender and each Additional Commitment Lender of their revised Pro Rata Shares after giving effect to such extension.
 . (a) Request for Increase. Provided there exists no Default or Event of Default, upon notice to the Administrative Agent
(which shall promptly notify the Lenders), the Company may from time to time, request an increase in the Aggregate Commitments by an amount (for all such
requests) not exceeding $1,000,000,000; provided that (i) any such request for an increase shall be in a minimum amount of $250,000,000, and (ii) the
Company may make a maximum of three such requests. At the time of sending such notice, the Company (in consultation with the Administrative Agent)
shall specify the time period within which each Lender is requested to respond (which shall in no event be less than ten Business Days from the date of
delivery of such notice to the Lenders).
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Credit Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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