Exhibit (b)(2)

[UBS LOGO]
                              UBS LOAN FINANCE LLC
                           c/o UBS AG, Stamford Branch
                            677 Washington Boulevard
                           Stamford, Connecticut 06901

April 11, 2006


Danaher Corporation
2099 Pennsylvania Avenue
Washington, D.C. 20006-1813
Attn:  Daniel Comas, EVP and Chief Financial Officer

      Re:  US$700,000,000  364 Day Revolving  Credit  Facility  described below
      (the "Facility") for Danaher Corporation (the "Borrower")

Ladies and Gentlemen:

We refer to the  attached  draft (MW Draft  4/10/06)  Credit  Agreement  for the
Borrower and certain of its  subsidiaries  (the "Draft Credit  Agreement").  All
capitalized  terms used but not defined  herein shall have the meaning set forth
in the Draft Credit  Agreement.  Subject to the terms and  conditions  contained
herein, we are pleased to commit  US$700,000,000 to the Facility.  We understand
that the loans under the Facility  may be used for the purposes  (and subject to
the restrictions) set forth in Section 6.12 of the Draft Credit Agreement.

Our  commitment  is subject to (i) the  negotiation,  execution  and delivery of
definitive documentation relating to the Facility satisfactory to us which shall
be  substantially  in the form of the Draft Credit  Agreement with the exception
that (x) the term of the Facility shall be 364 days, (y) there shall be no swing
line or letter of credit  facility and (z) the Facility  shall be  substantially
similar to the terms  applicable to the  Committed  Loans set forth in the Draft
Credit Agreement, (ii) the satisfaction of the conditions precedent set forth in
the Facility which shall be substantially  similar to those set forth in Article
IV of Draft  Credit  Facility  and  (iii)  the  satisfaction  of the  conditions
precedent  for the making of the initial  extensions  of credit set forth in the
final documentation relating to the Draft Facility.

We may  terminate  our  commitment  if the Closing does not occur on or prior to
August 31, 2006.

This  commitment  letter is solely for your  benefit and the  Borrowers,  and no
other person shall have any rights hereunder.  This commitment letter may not be
amended or any provision  hereof  waived or modified  except by an instrument in
writing  signed by us. This  commitment  letter may be executed in any number of
counterparts,  each of which shall be an original  and all of which,  when taken
together, shall constitute one agreement.

[UBS LOGO]


THIS COMMITMENT  LETTER SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH,
THE LAW OF THE STATE OF NEW YORK.

Delivery  of an  executed  counterpart  of a  signature  page of this  letter by
facsimile  transmission  shall be effective  as delivery of a manually  executed
counterpart hereof.

Yours sincerely,


UBS LOAN FINANCE LLC


By:    /S/      LAUREN CLANCY
     --------------------------------------------------
     Name:  Lauren Clancy
     Title:      Director



By:    /S/      WARREN JERVEY
     ------------------------------------------------------
     Name: Warren Jervey
     Title:   Executive Director and Counsel
              Region Americas Legal


ACCEPTED AND AGREED TO BY:


DANAHER CORPORATION

By____________________________
Name:
Title: