Danaher 2009 Annual Report Download - page 343



[Letterhead of Issuers]
[Date]
To: [•] (as Dealers)
[•] (as Issuing and Paying Agent)
Dear Sirs

We refer to an amended and restated dealer agreement dated [•] May 2007 (the “ ”) among ourselves as the Issuers, the Guarantor, the
Arranger and you as Dealers relating to a U.S.$ 2,200,000,000 Euro-commercial paper programme (the “ ”). Terms used in the Dealer Agreement
shall have the same meaning in this letter.
In accordance with Clause 2.5 of the Dealer Agreement, we hereby notify each of the addressees listed above that the Maximum Amount of the Programme is to
be increased from U.S.$2,200,000,000 to U.S.$[•],000,000,000 with effect from [ date], subject to delivery of the following documents:
(a) an updated or supplemental Information Memorandum reflecting the increase in the Maximum Amount of the Programme.
(b) certified copies of all documents evidencing the internal authorisations and approvals required to be granted by the Issuers and the Guarantor for such
increase in the Maximum Amount;
(c) certified copies of [specify any governmental or other consents required by the Issuer or the Guarantor for such increase ];
(d) legal opinions from (i) Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the U.S. Issuer and Guarantor, as to the laws of the State of
incorporation of the U.S. Issuer and Guarantor, (ii) Arendt & Medernach, counsel to the Luxembourg Issuer, as to the laws of Luxembourg, (iii) Logos
Legal Services, counsel to the Icelandic Issuer, as to the law of Iceland and (iv) Clifford Chance LLP relating to such increase;
(e) a list of names, titles and specimen signatures of the persons authorised to sign on behalf of each Issuer and the Guarantor all notices and other
documents to be delivered in connection with such an increase in the Maximum Amount; and
(f) written confirmation that [Standard & Poor’s Ratings Services, a division of the McGraw-Hill Companies Inc.] [Moody’s Investors Service, Inc.] [Fitch
IBCA, Inc.] [Duff & Phelps Credit Rating Co.] respectively are maintaining their current ratings for the Programme.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2010 Powered by Morningstar® Document Research℠
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