Danaher 2011 Annual Report Download - page 152

2.3 Failure of agreed issuance
If for any reason (including, without limitation, the failure of the relevant trade) a Note agreed to be purchased pursuant to Clause 2.1 is not to be
issued, each of the Relevant Issuer and the relevant Dealer shall immediately notify the Issuing and Paying Agent thereof.
2.4 Issuance currencies
The parties acknowledge that Notes issued under the Programme may be denominated in Dollars or, subject as provided below, in any other currency.
Any agreement reached pursuant to Clause 2.1 to sell and purchase a Note denominated in a currency other than Dollars shall be conditional upon:
2.4.1 Compliance: it being lawful and in compliance with all requirements of any relevant central bank and any other relevant fiscal, monetary,
regulatory or other authority, for deposits to be made in such currency and for such Note to be issued, offered for sale, sold and delivered;
2.4.2 Convertibility: such other currency being freely transferable and freely convertible into Dollars; and
2.4.3 Amendments: any appropriate amendments which the Dealers, the Issuers or the Issuing and Paying Agent shall require having been made
to this Agreement and/or the Agency Agreement.
2.5 Maximum Amount
The Issuers shall ensure that the outstanding nominal amount of all Notes issued under the Programme, when taken together with the aggregate
principal amount outstanding from time to time under the USCP Program, does not exceed the Maximum Amount. For the purposes of calculating the
Maximum Amount, the nominal amount of any outstanding Note or Notes denominated in any currency other than Dollars shall be taken as the Dollar
Equivalent of such nominal amount as at the date of the agreement for the issue of the Note or Notes then to be issued provided that in calculating the
nominal amount of Notes outstanding on the date of issue of such Note or Notes there shall be disregarded Notes which mature on that date. The
Issuers may increase the Maximum Amount by giving at least ten days’ notice by letter, substantially in the form set out in Schedule 4, to the Dealers
and the Issuing and Paying Agent. Such increase will not take effect until the Dealers have received from the Issuers the documents listed in such letter
(if required by any Dealer), in each case in form and substance acceptable to the Dealers.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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