Danaher 2011 Annual Report Download - page 172

SCHEDULE 4
CHANGE OF MAXIMUM AMOUNT
[Letterhead of Issuers]
[Date]
To: [] (as “Arranger”)
[] (as “Dealer[s]”)
[] (as “Issuing and Paying Agent”)
Dear Sirs
U.S.$ [] Euro-commercial paper programme
We refer to a dealer agreement dated 6 December 2011 (the “Dealer Agreement”) among ourselves as the Issuers and as the Guarantor, and you as the
Arranger and as Dealer[s] relating to a U.S.$3,500,000,000 Euro-commercial paper programme (the “ Programme”). 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 changed from U.S.$3,500,000,000 to U.S.$[ ],000,000,000 with effect from [], subject to delivery of the following documents:
(a) an updated or supplemental Information Memorandum reflecting the change in the Maximum Amount of the Programme.
(b) certified copies of all documents evidencing the internal authorisations and approvals, if any, required to be granted by the Issuers and the Guarantor
for such change in the Maximum Amount;
(c) certified copies of [ ];
(d) if any such change is an increase in the Maximum Amount, legal opinions from (i) Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the
Guarantor, as to the laws of the State of incorporation of the Guarantor, (ii) Arendt & Medernach, counsel to the Luxembourg Issuer, as to the laws of
Luxembourg, and (iii) Clifford Chance LLP relating to such increase;
(e) if any such change is an increase in the Maximum Amount, 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) if any such change is an increase in the Maximum Amount, written confirmation that [Standard & Poor’s Ratings Services, a division of the
McGraw-Hill Companies Inc.] [Moody’s Investors Service, Inc.], respectively are maintaining their current ratings for the Programme.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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