Exhibit 10.1


Execution Version


 


 


Donaldson Company, Inc.


___________________________________


First Amendment


Dated as of March 9, 2015


to


Note Purchase Agreement


Dated as of March 27, 2014


___________________________________


 


Re:  $750,000,000 Senior Notes Issuable
In Series


 


$125,000,000


3.72% Senior Notes, Series 2014-A due March 27,
2024









 


 


 



 




    	 



    	 



    


First Amendment to Note Purchase Agreement


This
First Amendment dated as of March 9, 2015 (the or this “First Amendment”) to the Note Purchase
Agreement dated as of March 27, 2014 is between Donaldson Company, Inc., a Delaware
corporation (the “Company”), and each of the institutions which is a signatory to this First Amendment (collectively,
the “Noteholders”).


Recitals:


A.      The
Company and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of March 27, 2014 (the “Note
Purchase Agreement”). The Company has heretofore issued the $125,000,000 3.72% Senior Notes, Series 2014-A due March
27, 2024 (the “Notes”), pursuant to the Note Purchase Agreement.


B.      The
Company and the Noteholders now desire to amend the Note Purchase Agreement in the respects, but only in the respects, hereinafter
set forth.


C.      Capitalized
terms used herein shall have the respective meanings ascribed thereto in the Note Purchase Agreement unless herein defined or the
context shall otherwise require.


D.      All
requirements of law have been fully complied with and all other acts and things necessary to make this First Amendment a valid,
legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.


Now,
therefore, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this First Amendment
set forth in §3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which
is hereby acknowledged, the Company and the Noteholders do hereby agree as follows:


Section 1.          Amendments.


Section 1.1.      Section
22.2 of the Note Purchase Agreement shall be and is hereby amended in its entirety to read as follows:


“Section 22.2.      Accounting
Terms.      (a) All accounting terms used herein which are not expressly defined in this Agreement
have the meanings respectively given to them in accordance with GAAP. Except as otherwise specifically provided herein, (i) all
computations made pursuant to this Agreement shall be made in accordance with GAAP, and (ii) all financial statements shall be
prepared in accordance with GAAP. For purposes of determining compliance with this Agreement (including, without limitation, Section
9, Section 10 and the definition of “Indebtedness”), any election by the Company to measure any financial liability
using fair value (as permitted by




    	 



    	 



    


 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


Financial Accounting Standards Board Accounting
Standards Codification Topic No. 825-10-25 – Fair Value Option, International Accounting Standard 39 – Financial Instruments:
Recognition and Measurement or any similar accounting standard) shall be disregarded and such determination shall be made as if
such election had not been made.


(b) If the Company notifies
the holders of Notes that, in the Company’s reasonable opinion, or if the Required Holders notify the Company that, in the
Required Holders’ reasonable opinion, as a result of a change in GAAP after the date of this Agreement, any covenant contained
in Section 10.1 through 10.4, or any of the defined terms used therein no longer apply as intended such that such covenants are
materially more or less restrictive to the Company than as at the date of this Agreement, the Company shall negotiate in good faith
with the holders of Notes to make any necessary adjustments to such covenant or defined term to provide the holders of the Notes
with substantially the same protection as such covenant provided prior to the relevant change in GAAP. Until the Company and the
Required Holders so agree to reset, amend or establish alternative covenants or defined terms, (i) the covenants contained in Section
10.1 through 10.4, together with the relevant defined terms, shall continue to apply and compliance therewith shall be determined
on the basis of GAAP in effect at the date of this Agreement and (ii) each set of financial statements delivered to holders of
Notes pursuant to Section 7.1(a) or (b) during such time shall include detailed reconciliations reasonably satisfactory to the
Required Holders as to the effect of such change in GAAP.”


Section 2.          Representations
and Warranties of the Company.


Section 2.1.      To
induce the Noteholders to execute and deliver this First Amendment (which representations shall survive the execution and delivery
of this First Amendment), the Company represents and warrants to the Noteholders that:


(a)      this
First Amendment has been duly authorized, executed and delivered by it and this First Amendment constitutes the legal, valid and
binding obligation, contract and agreement of the Company enforceable against it in accordance with its terms, except as enforcement
may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting
creditors’ rights generally;


(b)      the
Note Purchase Agreement, as amended by this First Amendment, constitute the legal, valid and binding obligations, contracts and
agreements of the Company enforceable against it in accordance with their respective terms, except as




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	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


enforcement may be limited by bankruptcy, insolvency,
reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;


(c)      the
execution, delivery and performance by the Company of this First Amendment (i) has been duly authorized by all requisite corporate
action and, if required, shareholder action, (ii) does not require the consent or approval of any governmental or regulatory
body or agency, and (iii) will not (A) violate (1) any provision of law, statute, rule or regulation or its certificate
of incorporation or bylaws, (2) any order of any court or any rule, regulation or order of any other agency or government
binding upon it, or (3) any provision of any material indenture, agreement or other instrument to which it is a party or by
which its properties or assets are or may be bound, including, without limitation the Credit Agreement dated as of December 7,
2012 among the Company, various subsidiaries of the Company, Wells Fargo Bank, National Association, as Administrative Agent and
L/C Issuer, and U.S. Bank National Association, as Syndication Agent and the other Lenders party thereto, as amended, modified
or revised from time to time (the “Credit Agreement”) or (B) result in a breach or constitute (alone or
with due notice or lapse of time or both) a default under any indenture, agreement or other instrument referred to in clause (iii)(A)(3)
of this § 2.1(c); and


(d)      as
of the date hereof and after giving effect to this First Amendment, no Default or Event of Default has occurred which is continuing.


Section 3.          Conditions
to Effectiveness of This First Amendment.


Section 3.1.      This
First Amendment shall not become effective until, and shall become effective when, each and every one of the following conditions
shall have been satisfied:


(a)      executed
counterparts of this First Amendment, duly executed by the Company and the holders of at least a majority in principal amount of
the Notes now outstanding, shall have been delivered to the Noteholders;


(b)      the
Noteholders shall have received a copy of the resolutions of the Board of Directors of the Company authorizing the execution,
delivery and performance by the Company of this First Amendment, certified by its Secretary or an Assistant Secretary;


(c)      the
representations and warranties of the Company set forth in § 2 hereof are true and correct on and with respect
to the date hereof; and


(d)      the
Company shall have paid the reasonable fees and expenses of Chapman and Cutler LLP, counsel to the Noteholders, in connection with
the negotiation, preparation, approval, execution and delivery of this First Amendment.


Upon receipt of all of the foregoing, this First
Amendment shall become effective.




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	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


Section 4.          Miscellaneous.


Section 4.1.      This
First Amendment shall be construed in connection with and as part of the Note Purchase Agreement, and except as modified and expressly
amended by this First Amendment, all terms, conditions and covenants contained in the Note Purchase Agreement and the Notes are
hereby ratified and shall be and remain in full force and effect.


Section 4.2.      Any
and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this First
Amendment may refer to the Note Purchase Agreement without making specific reference to this First Amendment but nevertheless all
such references shall include this First Amendment unless the context otherwise requires.


Section 4.3.      The
descriptive headings of the various Sections or parts of this First Amendment are for convenience only and shall not affect the
meaning or construction of any of the provisions hereof.


Section 4.4.      This
First Amendment shall be governed by and construed in accordance with New York law.


 


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	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


Section 4.5.      The
execution hereof by you shall constitute a contract between us for the uses and purposes hereinabove set forth, and this First
Amendment may be executed in any number of counterparts, each executed counterpart constituting an original, but all together only
one agreement.


 


	 	Donaldson Company, Inc.
	 	 	 
	 	By  	/s/ James F. Shaw
	 	 	Name:   James F. Shaw
	 	 	Title:     Vice President and Chief Financial Officer


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    


 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


The foregoing is agreed

to as of the date thereof.


 


	 	Massachusetts Mutual Life Insurance

Company
	 	By:  	Babson Capital Management LLC as

Investment Adviser
	 	 	 
	 	 	 
	 	By  	/s/ Thomas P. Shea
	 	 	Name:   Thomas P. Shea
	 	 	Title:     Managing Director
	 	 
	 	 
	 	Banner Life Insurance Company
	 	By:  	Babson Capital Management LLC as

Investment Adviser
	 	 	 
	 	 	 
	 	By  	/s/ Thomas P. Shea
	 	 	Name:   Thomas P. Shea
	 	 	Title:     Managing Director
	 	 	 
	 	MassMutual Asia Limited
	 	By:  	Babson Capital Management LLC as

Investment Adviser
	 	 	 
	 	 	 
	 	By  	/s/ Thomas P. Shea
	 	 	Name:   Thomas P. Shea
	 	 	Title:     Managing Director


 


 


 




    	 



    	 



    


 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


The foregoing is agreed

to as of the date thereof.


 


 


	 	Voya Retirement Insurance and Annuity

Company (f/k/a ING Life Insurance and

Annuity Company)
	 	Voya Insurance and Annuity Company 

(f/k/a ING USA Annuity and Life 

Insurance Company)
	 	Security Life of Denver Insurance 

Company
	 	Reliastar Life Insurance Company
	 	 
	 	By:  	Voya Investment Management LLC, as Agent
	 	 	 
	 	 	 
	 	 	By  	/s/ Christopher P. Lyons
	 	 	 	Name:   Christopher P. Lyons
	 	 	 	Title:     Managing Director


 


 


 


 


 


 


 


 


 




    	 



    	 



    

 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


The foregoing is agreed

to as of the date thereof.


 


 


	 	The Northwestern Mutual Life Insurance

Company
	 	 	 
	 	By:  	Northwestern Mutual Investment 

Management Company, LLC,

its investment adviser
	 	 	 
	 	 	 
	 	By:  	/s/ Mark E. Kishler
	 	 	 
	 	Name:   Mark E. Kishler
	 	      Its:   Managing Director 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    


 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


The foregoing is agreed

to as of the date thereof.


 


 


	 	Connecticut General Life Insurance 

Company
	 	 
	 	By:  	Cigna Investments, Inc. (authorized agent)
	 	 	 
	 	 	 
	 	 	By:   	/s/ Robert W. Eccles
	 	 	 	Name:   Robert W. Eccles
	 	 	 	Title:     Senior Managing Director
	 	 	 	 
	 	 	 	 
	 	Life Insurance Company of North America
	 	 	 	 
	 	By:  	Cigna Investments, Inc. (authorized agent)
	 	 	 	 
	 	 	 	 
	 	 	By  	/s/ Robert W. Eccles
	 	 	 	Name:   Robert W. Eccles
	 	 	 	Title:     Senior Managing Director
	 	 	 	 


 


 


 


 


 




    	 



    	 



    


 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


The foregoing is agreed

to as of the date thereof.


 


 


	 	Jackson National Life Insurance Company
	 	 
	 	By:  	PPM America, Inc., as attorney in fact, on

behalf of Jackson National Life Insurance

Company
	 	 	 
	 	 	 
	 	By  	/s/ Brian B. Manczak
	 	 	Name:   Brian B. Manczak
	 	 	Title:     Managing Director


 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    


 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


The foregoing is agreed

to as of the date thereof.


 


 


	 	Modern Woodmen of America
	 	 	 	 
	 	By  	/s/ Brett M. Van
	 	 	Name:  Brett M. Van
	 	 	  Title:  Treasurer & Investment Manager 


 


 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    


 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


The foregoing is agreed

to as of the date thereof.


 


 


	 	American United Life Insurance Company
	 	 	 
	 	 	 
	 	By  	/s/ David M. Weisenburger
	 	 	Name:   David M. Weisenburger
	 	 	Title:     V.P., Fixed Income Securities
	 	 	 
	 	 	 
	 	The State Life Insurance Company
	 	 	 
	 	By:	American United Life Insurance Company
	 	Its:  	Agent
	 	 	 
	 	 	 
	 	By	/s/ David M. Weisenburger
	 	 	Name:   David M. Weisenburger
	 	 	Title:     V.P., Fixed Income Securities


 


 


 


 


 


 


 


 




    	 



    	 



    


 


	Donaldson Company, Inc.	First Amendment to

Note Purchase Agreement 


The foregoing is agreed

to as of the date thereof.


 


 


	 	United of Omaha Life Insurance Company
	 	 	 
	 	 	 
	 	By	/s/ Curtis R. Caldwell
	 	 	Name:   Curtis R. Caldwell
	 	 	Title:     Senior Vice President
	 	 	 
	 	 	 
	 	Companion Life Insurance Company
	 	 	 
	 	 	 
	 	By	/s/ Curtis R. Caldwell
	 	 	Name:   Curtis R. Caldwell
	 	 	Title:     An Authorized Signer


 


 


 


 


 


 


 


 


 


 


 


 




    	 



    	 



    


Affirmation
of Guaranty


The undersigned, as Guarantor
under the Subsidiary Guaranty dated as of March 27, 2014 (the “Guaranty”) in favor of the holders from time
to time of the Notes issued under that certain Note Purchase Agreement dated as of March 27, 2014 (the “Note Purchase
Agreement”) between Donaldson Company, Inc., a Delaware corporation (the “Company”), as supplemented
from time to time, and each of the Purchasers identified in Schedule A thereto, hereby confirms and agrees that the Guaranty is,
and shall continue to be, in full force and effect and is hereby confirmed and ratified in all respects after giving effect to
the First Amendment to the Note Purchase Agreement dated as of March 9, 2015 (the “First Amendment”) between
the Company and the holders which are signatories thereto. The Guarantor confirms and agrees that all references in the Guaranty
to the “Note Purchase Agreement” shall hereafter mean and be a reference to the Note Purchase Agreement as amended
by the First Amendment.


Dated  March 9, 2015


 


	 	Donaldson Company, Inc.
	 	 	 
	 	By:  	/s/ Melissa A. Osland
	 	 	Name:   Melissa A. Osland
	 	 	Title:     Chief Financial Officer