Issuing And Paying Agency Agreement

Exhibit 10.4

EXECUTION COPY

Dated May 8, 2006 DANAHER EUROPEAN FINANCE S.A.

as Issuer

DANAHER CORPORATION

as Guarantor

and

DEUTSCHE BANK AG, LONDON BRANCH

as Issuing and Paying Agent

ISSUING AND PAYING AGENCY AGREEMENT

relating to a U.S.$ 2,200,000,000

EURO-COMMERCIAL PAPER PROGRAMME

CONTENTS


CLAUSE PAGE 1. INTERPRETATION 1 2. APPOINTMENT OF THE AGENTS 4 3. THE NOTES 4 4. ISSUE OF NOTES 5 5. PAYMENTS 8 6. ISSUE OF REPLACEMENT NOTES 10 7. CANCELLATION, DESTRUCTION, RECORDS AND SAFEKEEPING 11 8. APPOINTMENT AND DUTIES OF THE CALCULATION AGENT 11 9. FEES AND EXPENSES 12 10. INDEMNITY 13 11. LIMITATION OF LIABILITY 13 12. TERMS OF APPOINTMENT 13 13. CHANGES IN AGENT 15 14. MODIFICATION 17 15. COUNTERPARTS 17 16. SEVERABILITY 17 17. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999 17 18. GOVERNING LAW, SUBMISSION TO JURISDICTION AND AGENT FOR SERVICE OF PROCESS 17 19. NOTICES 18

THIS AGREEMENT is made on May 8, 2006 : AMONG:

(1) DANAHER EUROPEAN FINANCE S.A., a socie9te9 anonyme incorporated on May 5, 2006 under the laws of Luxembourg, having its registered seat at 23, avenue Monterey, L-2086 Luxembourg, in process of being registered with the Luxembourg Trade and Companies Register (the " Issuer" );

(2) DANAHER CORPORATION, a Delaware corporation, having its principal offices located at 2099 Pennsylvania Avenue, N.W., 12th Floor, Washington, D.C. 20006 (the " Guarantor" ); and

(3) DEUTSCHE BANK AG, LONDON BRANCH, having its registered office at Winchester House, 1 Great Winchester Street, London EC2N 2DB (the " Issuing and Paying Agent" which term shall include any other issuing and paying agent appointed by the Issuer on the terms hereof).

WHEREAS (A) The Issuer has established a programme (the " Programme" ) for the issuance of euro-commercial paper by it in connection with which it has entered into a dealer agreement (as amended, supplemented and/or restated from time to time, the " Dealer Agreement" ) dated the date hereof and made between the Issuer, the Guarantor and the dealers from time to time party thereto (together, the " Dealers" and each a " Dealer" ) pursuant to which the Issuer may from time to time be required to issue Notes (as defined below). (B) The Guarantor has authorised the giving of a guarantee in relation to the Notes issued by the Issuer (the " Guarantee" ). (C) The parties hereto wish to record the arrangements agreed between them in relation to the Notes to be issued under the Programme and pursuant to this Agreement.

IT IS AGREED as follows: 1. INTERPRETATION

1.1 Definitions Capitalised terms used in this Agreement but not defined in this Agreement shall, unless the context requires otherwise, have the meanings given to them in the Dealer Agreement and the following terms shall have the following meanings:

" Agent" means the Issuing and Paying Agent and any successor or additional agent appointed by the Issuer and/or the Guarantor in accordance with Clause 13 (Changes in Agent);

" Business Day" means, except where the context requires otherwise, a day (other than a Saturday or Sunday) on which:

(i) in relation to an issue in euro, commercial banks are open for business in the place where the specified office of the Issuing and Paying Agent is located and which is a TARGET Business Day (as defined below), provided that if the Issuing and


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Paying Agent determines with the agreement of the Issuer and the Guarantor that the market practice in respect of euro denominated internationally offered securities is different from that specified above, the above shall be deemed to be amended so as to comply with such market practice and the Issuing and Paying Agent shall procure that a notice of such amendment is published not less than 15 days prior to the date on which any payment in euro falls due to be made in such manner as the Issuing and Paying Agent may determine; or (ii) in relation to an issue in a currency other than euro, commercial banks are open for business in the place where the specified office of the Issuing and Paying Agent is located and (if payment is to be made in a Specified Currency on that day under this Agreement) in the principal financial centre of that Specified Currency; and

(b) Euroclear and Clearstream, Luxembourg are in operation.

" Clearstream, Luxembourg" means Clearstream Banking, socie9te9 anonyme, having its registered office in L-1855 Luxembourg, 42, avenue J.F. Kennedy, registered in the trade register of Luxembourg under number B 9.248 or any successor thereto;

" Common Depositary" means, in relation to any Notes, a depositary common to Euroclear and Clearstream, Luxembourg;

" Conditions" means in respect of the Notes the terms and conditions applicable thereto;

" Deed of Covenant" means the deed of covenant, dated the date of this Agreement, executed by the Issuer in respect of Global Notes issued pursuant to this Agreement, as such deed may be amended or supplemented from time to time;

" Definitive Note" means a security printed Note in definitive form substantially in the form set out in Schedule A-1 or A-2;

" Euro" and " ?" means the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended; and " Euro Note" means a Note denominated in Euros;

" Euroclear" means Euroclear Bank S.A./N.V. as operator of the Euroclear system or any successor thereto;

" Euroclear France" means Euroclear France S.A. as operator of the Euroclear France clearing system or any successor thereto;

" Global Note" means a Note in global form, representing an issue of promissory notes of a like maturity which may be issued by the Issuer or the Guarantor from time to time pursuant to this Agreement substantially in the form set out in Schedule B; " GPR" means the Global Programme Reporting System, a secure internet based reporting/confirmation system offered by Deutsche Bank AG, London Branch to its debt programme clients or any successor system offered by Deutsche Bank AG, London Branch;


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" Issue Date" means a date on which a Note is, or is to be, issued hereunder as may be agreed by the Issuer or the Guarantor and the relevant Dealer;

" local time" means, in relation to any payment, the time in the city in which the Issuing and Paying Agent or the relevant branch or office thereof is located;

" Luxembourg Business Day" means any day (other than a Saturday or Sunday) on which commercial banks are open for business in Luxembourg;

" Maximum Amount" means US$2,200,000,000 or the equivalent amount denominated in any currency other than U.S. dollars when taken together with the principal amount outstanding from time to time under the Guarantor' s U.S. commercial paper program, as may be increased from time to time pursuant to the Dealer Agreement;

" Maturity Date" means, in relation to any Note, the date of the maturity of that Note in accordance with its terms;

" Note" means a commercial paper note issued by the Issuer or the Guarantor and purchased or to be purchased by a Dealer under the Dealer Agreement, in definitive or global form, substantially in the relevant form scheduled hereto or such other form as may be agreed from time to time between the Issuer, the Guarantor and the Issuing and Paying Agent and, unless the context otherwise requires, includes the commercial paper notes represented by the Global Notes; " specified office" means, in relation to any Agent, the office specified against its name on the signature page hereof or, in the case of an Agent not originally party hereto, specified in its terms of appointment or such other office in the same city or town as such Agent may specify by notice to the Issuer, the Guarantor and the other parties hereto in accordance with Clause 13.8;

" Sterling" and "a3" denote the lawful currency of the United Kingdom; and " Sterling Note" means a Note denominated in Sterling;

" TARGET Business Day" means a day on which the Trans European Automated Real-time Gross Settlement Express Transfer (TARGET) System, or any successor thereto, is open; and

" Yen" and "a5" denote the lawful currency of Japan; and " Yen Note" means a note denominated in Yen.

1.2 Headings Headings shall be ignored in construing this Agreement.

1.3 Contracts References in this Agreement to this Agreement or any other document are to this Agreement or those documents as amended, supplemented or replaced from time to time in relation to the Programme and include any document which amends, supplements or replaces them.

1.4 Schedule The Schedules are part of this Agreement and have effect accordingly and terms defined there and not in the main body of this Agreement shall have the meaning given to them there.


- 3 - 1.5 Alternative Clearing System References in this Agreement to Euroclear, Euroclear France and/or Clearstream, Luxembourg shall, as the context so permits, be deemed to include reference to any additional or alternative clearing system approved by the Issuer, the Guarantor and the Issuing and Paying Agent.

1.6 Plurality Words denoting the singular shall include the plural and vice versa.

2. APPOINTMENT OF THE AGENTS

2.1 The Issuer and the Guarantor hereby appoint Deutsche Bank AG, London Branch, and Deutsche Bank AG, London Branch agrees to act as Issuing and Paying Agent in respect of the Notes in accordance with the terms and conditions set out herein.

2.2 The Issuing and Paying Agent shall have the powers and authorities granted to and conferred upon it by this Agreement and such further powers and authorities to act on behalf of the Issuer and the Guarantor that the Issuer and the Guarantor may grant to it and as are reasonably acceptable to the Issuing and Paying Agent.

2.3 The Issuer and the Guarantor agree that Notes may be completed, issued, authenticated, delivered, kept and generally handled by the Issuing and Paying Agent on the instructions of the Issuer or the Guarantor in the manner contemplated by this Agreement.

2.4 In the case of floating rate interest bearing and Index-Linked Notes, the Issuing and Paying Agent agrees to make the determinations and carry out the other duties ascribed to it as Calculation Agent pursuant to the Conditions of such Notes (including, in the case of Index-Linked Notes, determining the redemption amount of and/or, if applicable, the amount of interest payable on, each such Note in accordance with the redemption calculation thereto) unless (i) (in the case of Index-Linked Notes) the relevant Dealer has agreed with the Issuer or the Guarantor to act as Calculation Agent or (ii) (in any case) the Issuing and Paying Agent has informed the Issuer or the Guarantor that it does not wish to be appointed as Calculation Agent within two Business Days of having been so notified. The Calculation Agent shall as soon as it has made its determination (and in any event, no later than the close of business on the date on which the determination is made) notify the Issuer, the Guarantor and the Issuing and Paying Agent (if other than the Calculation Agent) of the redemption amount and/or if applicable the amount of interest so payable.

2.5 Any reference herein to the " Issuing and Paying Agent" or its " specified office" shall be deemed to include such other agent or office of the Issuing and Paying Agent (as the case may be) as may be appointed or specified from time to time hereunder.

3. THE NOTES

3.1 Each Note issued hereunder shall be:

(i) substantially in the relevant form scheduled hereto or, as the case may be, such other form as may be agreed between the Issuer, the Guarantor and the Issuing and Paying Agent from time to time;


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(ii) duly executed manually or in facsimile on behalf of the Issuer or the Guarantor, as the case may be; and

(iii) authenticated manually or electronically by an authorised signatory of the Issuing and Paying Agent. 3.2 The Issuer, failing whom the Guarantor, shall procure that a sufficient quantity of executed but unauthenticated Notes are at all times available to the Issuing and Paying Agent for the purpose of issue hereunder. The Issuing and Paying Agent shall notify the Issuer or the Guarantor, as the case may be, forthwith on request of the quantity of Notes which are at the date of such request held by it. 3.3 The Issuer or the Guarantor, as the case may be, may use the manual or facsimile signature on any Note of any person who on the date of preparation or printing of such Note was duly authorised to execute such Note on behalf of the Issuer or the Guarantor, as the case may be, notwithstanding that at the date of issue of the relevant Note such person may for any reason (including death) no longer be so authorised. The Issuer or the Guarantor, as the case may be, may change the name of any person whose manual or facsimile signature is to appear on the Notes to bind the Issuer or the Guarantor, as the case may be, by delivering to the Issuing and Paying Agent, no later than 30 days before the first date on which there are to be issued Notes in respect of which such replacement manual or facsimile signature is to be used, a copy of such replacement signature in such form as the Issuing and Paying Agent may require.

3.4 In the event that a person who has signed any master Global Note or master Definitive Note held by the Issuing and Paying Agent on behalf of the Issuer or the Guarantor, as the case may be, ceases to be authorised, the Issuing and Paying Agent shall (unless the Issuer or the Guarantor, as the case may be, gives notice to the Issuing and Paying Agent that Notes signed by that person do not constitute valid and binding obligations of the Issuer or the Guarantor, as the case may be, or otherwise until replacements have been provided to the Issuing and Paying Agent) continue to have authority to issue any such Notes signed by that person and the Issuer, failing whom the Guarantor, hereby warrants to the Issuing and Paying Agent that such Notes shall be valid and binding obligations of the Issuer or the Guarantor, as the case may be. Promptly upon such person ceasing to be authorised, the Issuer, failing whom the Guarantor, shall provide the Issuing and Paying Agent with replacement master Notes and the Issuing and Paying Agent shall upon receipt of such replacements, cancel and destroy the master Notes held by them which are signed by such person and shall provide to the Issuer or the Guarantor, as the case may be, a certificate of destruction in respect thereof specifying the master Notes so cancelled and destroyed. 4. ISSUE OF NOTES

4.1 Preconditions to Issue The Issuer, failing whom the Guarantor, shall (i) in the case of Notes to be settled through Euroclear and/or Clearstream, Luxembourg, by no later than 2.00 p.m. (London time) two Business Days prior to the proposed Issue Date, (ii) 12.00 noon (London time) on the proposed Issue Date (in the case of Sterling Definitive Notes); or (iii) in the case of Notes denominated in euros to be settled through Euroclear France, by no later than 12.00 noon (Paris time) on the proposed Issue Date (or such later time or date as may subsequently be agreed between the Issuer, failing whom the Guarantor, and the Issuing and Paying Agent) give to the Issuing and Paying Agent (by fax or through GPR) details of any Notes to be issued by it under


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this Agreement and all such other information as the Issuing and Paying Agent may require for it to carry out its functions as contemplated by this clause 4.1 and the Issuing and Paying Agent shall thereupon be authorised to complete a Global Note of the appropriate aggregate principal amount of such Notes by inserting in the appropriate place on the face of each Note, inter alia, the dates on which such Note shall be issued and shall mature and otherwise completing and authenticating the same. For the purposes of this clause 4.1, the Issuing and Paying Agent may, if it considers it appropriate in the circumstances, treat a telephone communication from a person who it reasonably believes to have been duly authorised by the Issuer, failing whom the Guarantor, as sufficient instructions and authority from the Issuer or the Guarantor, as the case may be, to act in accordance with the provisions of this clause 4.1, and the Issuer, failing whom the Guarantor, shall confirm such communication in writing no later than the relevant time referred to above or by such later time as may be agreed by the Issuer and the Issuing and Paying Agent. For the avoidance of doubt, when treating a telephone communication as sufficient instructions, the Issuing and Paying Agent shall continue to benefit from all the protections afforded to it under this Agreement.

4.2 Notification If any such Notes as are mentioned in clause 4.1 ( Preconditions to Issue ) are not to be issued on any Issue Date following the notification in accordance with clause 4.1, the Issuer, failing whom the Guarantor, shall immediately notify the Issuing and Paying Agent (i) in the case of Notes to be settled through Euroclear and/or Clearstream, Luxembourg, by no later than 4.00 p.m. (London time) two Business Days prior to such proposed Issue Date, (ii) 12.00 noon (London time) on the proposed issue date (in the case of Sterling Definitive Notes); or (iii) in the case of Notes to be settled through Euroclear France, by no later than 12.00 noon (Paris time) on the proposed Issue Date. Upon receipt of such notice the Issuing and Paying Agent shall not thereafter issue or release the relevant Notes, but shall cancel and, unless otherwise instructed by the Issuer or the Guarantor, as the case may be, destroy any relevant Note which has been duly completed by it for issue (whether authenticated or not).

4.3 Issue of Definitive Notes and Global Notes Upon notification by telephone or fax from the Dealer who has arranged to purchase or procure the purchase of Notes from the Issuer, failing whom the Guarantor, (such notification to be received in sufficient time to enable delivery to be made as contemplated herein and (i) in the case of Notes to be settled through Euroclear and/or Clearstream, Luxembourg, by no later than 10.00 a.m. (London time) two Business Day' s prior to the proposed Issue Date (ii) 12.00 noon (London time) on the proposed Issue Date (in the case of Sterling Definitive Notes), or (iii) in the case of Notes denominated in euros to be settled through Euroclear France, by no later than 12.00 noon (Paris time) on, the relevant Issue Date, or such later time as may be agreed between the Issuing and Paying Agent and the relevant Dealer) substantially in the form set out in Schedule A-1, A-2, or B of this Agreement that payment by it to the Issuer or the Guarantor, as the case may be, of the purchase price of any Note has been or will be duly made and (if applicable) of details of the securities account hereinafter referred to, the Issuing and Paying Agent shall deliver duly authenticated Notes (i) in the case of Notes to be cleared through Euroclear and/or Clearstream, Luxembourg or any other clearing system other than Euroclear France, deliver such Note on the Business Day immediately preceding its issue date to or to the order of Euroclear and/or Clearstream, Luxembourg (which may be by deliver ...