Danaher 2011 Annual Report Download - page 176

SCHEDULE 6
FORM OF CALCULATION AGENCY AGREEMENT
THIS AGREEMENT is made on []
BETWEEN:
(1) DANAHER LUXEMBOURG FINANCE S.A . (the “Issuer”);
(2) DANAHER CORPORATION as guarantor (the “Guarantor”); and
(3) [CALCULATION AGENT], as the calculation agent appointed pursuant to the terms hereof (the “ Calculation Agent”, which expression shall
include any successor thereto).
WHEREAS:
(A) Under a dealer agreement (as further amended, supplemented and/or restated from time to time, the “ Dealer Agreement”) dated 6 December 2011 and
made among the Issuer, the Guarantor, the Arranger and the Dealers referred to therein, and an issuing and paying agency agreement (as further
amended, supplemented and/or restated from time to time, the “ Agency Agreement”) dated 6 December 2011 and made among the Issuer, the
Guarantor and the agents referred to therein, the Issuer established a Euro-commercial paper programme (the “ Programme”).
(B) The Dealer Agreement contemplates, among other things, the issue under the Programme of floating rate notes and provides for the appointment of
calculation agents in relation thereto. Each such calculation agent’s appointment shall be on substantially the terms and subject to the conditions of this
Agreement.
IT IS AGREED as follows:
1. INTERPRETATION
1.1 Definitions
Terms not expressly defined herein shall have the meanings given to them in the Dealer Agreement or the Agency Agreement.
1.2 Legislation
Any reference in this Agreement to any legislation (whether primary legislation or regulations or other subsidiary legislation made pursuant to primary
legislation) shall be construed as a reference to such legislation as the same may have been, or may from time to time be, amended or re-enacted.
1.3 Relevant Notes
“Relevant Notes” means such floating rate Notes in respect of which the Calculation Agent is appointed.
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Source: DANAHER CORP /DE/, 10-K, February 24, 2012 Powered by Morningstar® Document Research℠
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