Danaher 2011 Annual Report Download - page 147

THIS AGREEMENT is made on 6 December 2011
AMONG:
(1) DANAHER LUXEMBOURG FINANCE S.A. , (the “Luxembourg Issuer”);
(2) DANAHER CORPORATION, (“Danaher”);
(3) BARCLAYS BANK PLC (the “Arranger” or “ Barclays”); and
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
In this Agreement:
“Agency Agreement” means the issuing and paying agency agreement, dated on or about the date of this Agreement, between the Issuers, the
Guarantor and the Issuing and Paying Agent, providing for the issuance of and payment on the Notes, as such agreement may be amended or
supplemented from time to time.
“Agreements” means this Agreement (as amended or supplemented from time to time), any agreement reached pursuant to Clause 2.1, the Deed of
Covenant, the Guarantee and the Agency Agreement.
“Business Day” means a day (other than a Saturday or Sunday) on which banks are open for general business in London.
“Clearing System” means Euroclear Bank S.A./N.V., Clearstream Banking, société anonyme, Luxembourg, or such other recognised clearing
system as may be agreed between the Issuer and the Issuing and Paying Agent and in which Notes may from time to time be held.
“Dealers” means Barclays, together with any additional institution or institutions appointed pursuant to Clause 6.2 but excluding any institution or
institutions whose appointment has been terminated pursuant to Clause 6.1.
“Deed of Covenant” means the deed of covenant executed by the Luxembourg Issuer dated on or about the date of this Agreement, together with any
Deed of Covenant executed pursuant to Clause 7, in respect of Global Notes issued pursuant to the Agency Agreement, as such deed may be amended
or supplemented from time to time.
“Definitive Note” means a Note, security printed or otherwise, in definitive form.
“Disclosure Documents” means, at any particular date:
(a) the Information Memorandum;
(b) the most recently published audited consolidated financial statements of Danaher and, if financial statements have been published by any
Subsidiary
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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