Danaher 2009 Annual Report Download - page 232

EXHIBIT F
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Date: ,
To: Bank of America, N.A., as Administrative Agent
Ladies and Gentlemen:
This Designated Borrower Request and Assumption Agreement is made and delivered pursuant to Section 2.14 of that certain Credit Agreement, dated as of
July 23, 2003 (as amended, restated, extended, supplemented or otherwise modified in writing from time to time, the “ Credit Agreement”), among Danaher
Corporation, a Delaware corporation (the “ Company”), the Designated Borrowers from time to time party thereto, the Lenders from time to time party thereto,
and Bank of America, N.A., as Administrative Agent and Swing Line Lender, and reference is made thereto for full particulars of the matters described
therein. All capitalized terms used in this Designated Borrower Request and Assumption Agreement and not otherwise defined herein shall have the meanings
assigned to them in the Credit Agreement.
Each of (the “Designated Borrower”) and the Company hereby confirms, represents and warrants to the Administrative Agent and the
Lenders that the Designated Borrower is a Subsidiary of the Company.
The documents required to be delivered to the Administrative Agent under Section 2.14 of the Credit Agreement will be furnished to the Administrative Agent in
accordance with the requirements of the Credit Agreement.
The parties hereto hereby confirm that with effect from the date hereof, the Designated Borrower shall have obligations, duties and liabilities toward each of the
other parties to the Credit Agreement identical to those which the Designated Borrower would have had if the Designated Borrower had been an original party to
the Credit Agreement as a Borrower. The Designated Borrower confirms its acceptance of, and consents to, all representations and warranties, covenants, and
other terms and provisions of the Credit Agreement.
The parties hereto hereby request that the Designated Borrower be entitled to receive Committed Loans and request Bid Loans under the Credit Agreement, and
understand, acknowledge and agree that neither the Designated Borrower nor the Company on its behalf shall have any right to request any Committed Loans
for its account unless and until the date five Business Days after the effective date designated by the Administrative Agent in a Designated Borrower Notice
delivered to the Company and the Lenders pursuant to Section 2.14 of the Credit Agreement.
This Designated Borrower Request and Assumption Agreement shall constitute a Loan Document under the Credit Agreement.
THIS DESIGNATED BORROWER REQUEST AND ASSUMPTION AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN
ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE; PROVIDED THAT THE ADMINISTRATIVE AGENT AND EACH LENDER SHALL RETAIN ALL RIGHTS
ARISING UNDER FEDERAL LAW.
F-1
Form of Designated Borrower Request and Assumption Agreement
Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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