Amendment No. 2 to Second Amended and Restated Credit Agreement, dated as of October 7, 2019, among Danaher Corporation, Bank of America, N.A., Bank of America, N.A. London Branch and Citibank, N.A. , each in their respective roles as a Swing Line Lender, Bank of America, N.A. as Administrative Agent and the lenders referred to therein

THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is made and entered into as of October 7, 2019 by and among DANAHER CORPORATION, a Delaware corporation (the “Company”), each of the Lenders (as defined in the Credit Agreement) party hereto, each of BANK OF AMERICA, N.A., LONDON BRANCH, CITIBANK, N.A.,, and WELLS FARGO BANK, NATIONAL ASSOCIATION each in their respective roles as a Swing Line Lender, and BANK OF AMERICA, N.A., as Administrative Agent (the “Administrative Agent”).

WHEREAS, the Company, the Designated Borrowers from time to time party thereto, the Administrative Agent and the Lenders from time to time party thereto have entered into that certain Second Amended and Restated Credit Agreement dated as of August 27, 2019 (as amended, restated, extended, supplemented or otherwise modified from time to time, the “Credit Agreement”; all capitalized terms not otherwise defined herein shall have the meaning given thereto in the Credit Agreement);

WHEREAS, the Company has requested that the Credit Agreement be amended as set forth herein, and the Lenders and Swing Line Lenders party hereto have agreed to such amendments subject to the conditions set forth herein;

NOW, THEREFORE, in consideration of the premises and the terms hereof, the parties hereto agree as follows:

1.Amendments to Credit Agreement. Subject to the terms and conditions set forth herein:

(a)    Section 1.01 to the Credit Agreement is hereby amended by:

(i)    The definition of “Swing Line Lender” is hereby deleted in its entirety and replaced with:

““Swing Line Lender” means (a) with respect to Swing Line Loans denominated in Dollars, each of Citi and Wells Fargo Bank, National Association, each in its capacity as a provider of Swing Line Loans denominated in Dollars, and any successor swing line lender for Dollars hereunder, and (b) with respect to Swing Line Loans denominated in Euros, Bank of America, N.A. London Branch or one of more other branches or Affiliates of Bank of America acting in such capacity as a provider of Swing Line Loans denominated in Euros, and any successor swing line lender for Euros hereunder, in an aggregate amount up to the Swing Line Commitment.”

(ii)    The definition of “Swing Line Percentage” is hereby deleted in its entirety and replaced with:

““Swing Line Percentage” means, with respect to each Swing Line Lender and with respect to each Swing Line Sublimit, the corresponding percentage to such Swing Line Lender’s Swing Line Commitment.”

(iii)    The definition of “Swing Line Sublimit” is hereby deleted in its entirety and replaced with:

““Swing Line Sublimit” means (a) with respect to Swing Line Loans denominated in Dollars, $250,000,000 and (b) with respect to Swing Line Loans denominated in Euros, the

Alternative Currency Equivalent of $250,000,000; provided that in no event shall the aggregate Swing Line Sublimit exceed the Aggregate Commitments (and if any adjustment is required to the Swing Line Sublimit as a result of the reduction of the Aggregate Commitments, such adjustment shall, unless otherwise agreed among the Swing Line Lenders and the Borrower, be applied pro rata between the portion of the Swing Line Sublimit allocated to Dollars and the portion of the Swing Line Sublimit allocated to Euros, and ratably among the relevant Swing Line Lenders). The Swing Line Sublimit is part of, and not in addition to, the Aggregate Commitments.”

(b)    Section 2.04(a) to the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

“(a)    The Swing Line. Subject to the terms and conditions set forth herein, each applicable Swing Line Lender shall make loans (as applicable) in Dollars or Euros (each such loan, a “Swing Line Loan”) to the Company from time to time on any Business Day during the Availability Period in an aggregate amount not to exceed at any time outstanding the amount of such Swing Line Lender’s Swing Line Percentage of the Swing Line Sublimit applicable to Swing Line Loans in the requested currency; provided, however, that (i) after giving effect to any Swing Line Loan, (x) the Total Outstandings shall not exceed the Aggregate Commitments, and (y) the aggregate Outstanding Amount of the Committed Loans of any Lender, plus such Lender’s Pro Rata Share of the Outstanding Amount of all Swing Line Loans shall not exceed such Lender’s Commitment, (ii) that the Company shall not use the proceeds of any Swing Line Loan to refinance any outstanding Swing Line Loan, (iii) the applicable Swing Line Lender shall not be under any obligation to make any Swing Line Loan if it shall determine (which determination shall be conclusive and binding absent manifest error) that it has, or by such credit extension may have, Fronting Exposure and (iv) such Swing Line Loans, when aggregated with the Pro Rata Share of the Outstanding Amount of Committed Loans of each Lender acting as a Swing Line Lender and its Affiliates, does not exceed the greater of (x) such Lender’s Commitment and (y) such Lender’s Swing Line Sublimit. Within the foregoing limits, and subject to the other terms and conditions hereof, the Company may borrow under this Section 2.04, prepay under Section 2.05, and reborrow under this Section 2.04. Each Swing Line Loan denominated in Dollars shall be a Base Rate Loan and each Swing Line Loan denominated in Euros shall be a Euro Swing Line Rate Loan. Immediately upon the making of a Swing Line Loan, each Lender shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the applicable Swing Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such Lender’s Pro Rata Share times the Dollar Equivalent of such Swing Line Loan.”

(c)    Schedule 2.01 to the Credit Agreement is hereby amended by replacing such schedule in its entirety with the revised version thereof attached hereto as Exhibit A, and (c) Schedule 11.02 to the Credit Agreement is hereby amended by replacing such schedule in its entirety with the revised version thereof attached hereto as Exhibit B.

2.    Effectiveness; Conditions Precedent. This Amendment shall become effective on the first Business Day on which the following conditions are satisfied or waived (such date, the “Effective Date”):

(a)    The Administrative Agent shall have received counterparts of this Amendment, duly executed by the Company, the Administrative Agent, each Swing Line Lender party hereto and the Required Lenders, which counterparts may be delivered by telefacsimile or other electronic means (including .pdf), but such delivery will be promptly followed by the delivery of original signature pages by each Person party hereto unless waived by the Administrative Agent.

(b)    All fees and expenses payable to the Administrative Agent (including the fees and expenses of counsel to the Administrative Agent to the extent due and payable under Section 11.04 of the Credit Agreement) estimated to date and for which invoices have been presented a reasonable period of time prior to the effectiveness hereof shall have been paid in full (without prejudice to final settling of accounts for such fees and expenses).

3.    Representations and Warranties. In order to induce the Administrative Agent and the Lenders to enter into this Amendment, the Company represents and warrants to the Administrative Agent and the Lenders as follows:

(a)    No Default or Event of Default exists as of the date hereof or would result from, or after giving effect to, the amendments contemplated hereby;

(b)    the representations and warranties of (i) the Borrowers contained in Article V of the Credit Agreement and (ii) each Loan Party contained in each other Loan Document are true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof), on and as of the Effective Date, after giving effect to the amendments contemplated hereby, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (provided that such materiality qualifier shall not apply to the extent that any such representation or warranty is already qualified or modified by materiality in the text thereof) as of such earlier date, and except that for purposes of this clause (b), (i) the representations and warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b), respectively, of Section 6.01 of the Credit Agreement and (ii) the representations and warranties in subsection (c) of Section 5.05 of the Credit Agreement, subsection (b) of Section 5.06 of the Credit Agreement and Section 5.10 of the Credit Agreement need only be true and correct on and as of the Closing Date;

(c)    it has the legal power and authority to execute and deliver this Amendment;

(d)    the officer executing this Amendment on its behalf has been duly authorized to execute and deliver the same and bind it with respect to the provisions hereof;

(e)    the execution, delivery and performance by the Company of this Amendment have been duly authorized by all necessary corporate or other organizational action, and do not and will not (i) contravene the terms of any of the Company’s Organization Documents; (ii) conflict with or result in any breach or contravention of, or the creation of any Lien under, (A) any Contractual Obligation to which the Company is a party except to the extent that such conflict, breach, contravention, Lien or violation could not reasonably be expected to have a Material Adverse Effect or (B) any order, injunction, writ or decree of any Governmental Authority or any arbitral award to which the Company or its property is subject; or (iii) violate any Law in any material respect;

(f)    this Amendment constitutes its legal, valid and binding obligation, enforceable in accordance with its terms.

4.    Entire Agreement. This Amendment is a Loan Document. This Amendment, together with all the other Loan Documents (collectively, the “Relevant Documents”), sets forth the entire understanding and agreement of the parties hereto in relation to the subject matter hereof and supersedes any prior negotiations and agreements among the parties relating to such subject matter. No promise, condition, representation or warranty, express or implied, not set forth in the Relevant Documents shall bind any party hereto, and no such party has relied on any such promise, condition, representation or warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated

in the Relevant Documents, no representations, warranties or commitments, express or implied, have been made by any party to the other in relation to the subject matter hereof or thereof. None of the terms or conditions of this Amendment may be changed, modified, waived or canceled orally or otherwise, except in writing and in accordance with Section 11.01 of the Credit Agreement.

5.    Full Force and Effect of Credit Agreement. Except as hereby specifically amended, modified or supplemented, the Credit Agreement is hereby confirmed and ratified in all respects and shall be and remain in full force and effect according to its respective terms.

6.    Governing Law. This Amendment shall in all respects be governed by, and construed in accordance with, the laws of the State of New York, and shall be further subject to the provisions of Sections 11.17 and 11.18 of the Credit Agreement.

7.    Enforceability. If any provision of this Amendment is held to be illegal, invalid or unenforceable, (a) the legality, validity and enforceability of the remaining provisions of this Amendment shall not be affected or impaired thereby and (b) the parties shall endeavor in good faith negotiations to replace the illegal, invalid or unenforceable provisions with valid provisions the economic effect of which comes as close as possible to that of the illegal, invalid or unenforceable provisions. The invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction..

8.    References; Interpretation. All references in any of the Loan Documents to the “Credit Agreement” shall mean the Credit Agreement, as amended hereby. The rules of interpretation set forth in Section 1.02 of the Credit Agreement shall be applicable to this Amendment.

9.    Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the Company, the Administrative Agent and each of the Lenders, and their respective successors, legal representatives, and assignees to the extent such assignees are permitted assignees as provided in Section 11.07 of the Credit Agreement.

10.    No Novation; Reaffirmation. Neither the execution and delivery of this Amendment nor the consummation of any other transaction contemplated hereunder is intended to constitute a novation of the Credit Agreement or of any of the other Loan Documents or any obligations thereunder. The Company hereby (i) affirms and confirms each of the Loan Documents to which it is a party and its Obligations thereunder, (ii) affirms that it has the right, power and authority and has taken all necessary corporate and other action to authorize the execution, delivery and performance of this Amendment and (iii) agrees that, notwithstanding the effectiveness of this Amendment, each Loan Document shall continue to be in full force and effect.

11.    Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which shall together constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this Amendment by telecopy or other electronic means (including .pdf) shall be effective as delivery of a manually executed counterpart of this Amendment.

IN WITNESS WHEREOF, the parties have duly executed this Amendment on the day and year first written above.

DANAHER CORPORATION, as the Company

By:     /s/ Frank T. McFaden                

Name:    Frank T. McFaden

Title:    Vice President & Treasurer

ADMINISTRATIVE AGENT:

BANK OF AMERICA, N.A., as Administrative Agent

By:     /s/ Liliana Claar                

Name:     Liliana Claar

Title: Vice President

By:     /s/ Mukesh Singh                

Name:     Mukesh Singh

Title: Director

BANK OF AMERICA, N.A., LONDON BRANCH,

as a Swing Line Lender

By:     /s/ Fiona Malitsky                

Name:     Fiona Malitsky

Title:     Vice President

CITIBANK, N.A., as a Lender and a Swing Line Lender

By:     /s/ Susan Olsen                    

Name:     Susan Olsen

Title:    Vice President

BARCLAYS BANK PLC, as a Lender

By:     /s/ Jake Lam                    

Name:     Jake Lam

Title:     Assistant Vice President

BNP PARIBAS, as a Lender

By:     /s/ Melissa Dyki                

Name:     Melissa Dyki

Title:    Director

By:     /s/ Richard Pace                    

Name:     Richard Pace

Title:     Managing Director

JPMORGAN CHASE BANK, N.A., as a Lender

By:     /s/ Kyler Eng                        

Name:     Kyler Eng

Title:     Vice President

U.S. BANK NATIONAL ASSOCIATION, as a Lender

By:     /s/ David C. Mruk                

Name:     David C. Mruk

Title:     SVP

WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and a Swing Line Lender

By:     /s/ Darin Mullis                        

Name:     Darin Mullis

Title:     Managing Director

THE BANK OF NOVA SCOTIA, as a Lender

By:     /s/ Winston Lua                    

Name:     Winston Lua

Title:     Director

COMMERZBANK AG, NEW YORK BRANCH, as a Lender

By:     /s/ Michael Ravelo                

Name:     Michael Ravelo

Title:     Managing Director

By:     /s/ John W. Deegan                

Name:     John W. Deegan

Title:     Director

GOLDMAN SACHS BANK USA, as a Lender

By:     /s/ Jamie Minieri                

Name:     Jamie Minieri

Title:     Authorized Signatory

INTESA SANPAOLO S.p.A., NEW YORK BRANCH, as a Lender

By:     /s/ Neil Derfler                    

Name:     Neil Derfler

Title:     Relationship Manager

By:     /s/ Alessandro Toigo                

Name:     Alessandro Toigo

Title:     Regional Business Manager

    

LLOYDS BANK CORPORATE MARKETS PLC, as a Lender

By:     /s/ Kamala Basdeo                

Name:     Kamala Basdeo

Title:     Assistant Vice President

Transaction Execution

By:     /s/ Allen McGuire                

Name:     Allen McGuire

Title:     Assistant Vice President

Transaction Execution

MORGAN STANLEY BANK, N.A., as a Lender

By:     /s/ Jackson Eng                

Name:     Jackson Eng

Title:     Authorized Signatory

PNC BANK, NATIONAL ASSOCIATION, as a Lender

By:     /s/ Stephanie Lalos                

Name:     Stephanie Lalos

Title:     Assistant Vice President

ROYAL BANK OF CANADA, as a Lender

By:     /s/ Diana Lee                    

Name:     Diana Lee    

Title:     Authorized Signatory

BANCO BILBAO VIZCAYA ARGENTARIA, S.A., NEW YORK BRANCH, as a Lender

By:     /s/ Brian Crowley                

Name:     Brian Crowley

Title:     Managing Director

    

By:     /s/ Miriam Trautman                

Name:     Miriam Trautman

Title:     Senior Vice President

        

BANCO SANTANDER BANK, S.A., NEW YORK BRANCH, as a Lender

By:     /s/ Rita Walz-Cuccioli                

Name:     Rita Walz-Cuccioli

Title:     Executive Director

Banco Santander S.A. New York Branch

By:     /s/ Terence Corcoran                

Name:     Terence Corcoran

Title:     Executive Director

Banco Santander S.A. New York Branch

STANDARD CHARTERED BANK, as a Lender

By:     /s/ James Beck                

Name:     James Beck

Title:     Associate Director

By:     /s/ Michael Maguire                

Name:     Michael Maguire

Title:     Executive Director

TORONTO-DOMINION BANK, NEW YORK BRANCH, as a Lender

By:     /s/ Michael Borowiecki                

Name:     MICHAEL BOROWIECKI

Title:     AUTHORIZED SIGNATORY

THE NORTHERN TRUST COMPANY, as a Lender

By:     /s/ Kimberly A. Crotty                

Name:     Kimberly A. Crotty

Title:     VP

By:     /s/ Yeo How Ngee                

Name:     Yeo How Ngee

Title:     Managing Director

NORDEA BANK ABP, NEW YORK BRANCH, as a Lender

By:     /s/ Olli Savikko                    

Name:     Olli Savikko

Title:     Senior Vice President

By:     /s/ Leena Parker                    

Name:    Leena Parker     

Title:     Senior Vice President

WESTPAC BANKING CORPORATION, as a Lender

By:     /s/ Richard Yarnold                

Name:     Richard Yarnold

Title:     Director

Telephone:    

Facsimile:    

E-Mail:     

Attention: Executive Vice President, Chief Financial Officer

Telephone:

Facsimile:

E-Mail:

Attention: Vice President, Associate General Counsel

Telephone:

Facsimile:

E-Mail:

Name: Loan Administration

Address: CITIBANK NA

1615 Brett Road, Building III

New Castle, DE 19720

Telephone:

Fax:

E-mail Address:

ABA #021000089

Account #

Account Name:  SSB

Reference:  Danaher Corporation

711 Plantation Road

Roanoke, Virginia 24019

Attention:

Telephone:

Facsimile:

ABA #121000248

Account No.:

Account Name: Roanoke In/Out Wire Account

Attention: MCTNA