Notes at par and without payment of the Make-Whole Amount or any premium.]
8. Applicability of Note Purchase Agreement. Except as otherwise
expressly provided herein (and expressly permitted by the Note Purchase
Agreement), all of the provisions of the Note Purchase Agreement are
incorporated by reference herein and shall apply to the Series [
] Notes as
if expressly set forth in this Supplement.
EXHIBIT 1.1-B-3
Donaldson Company, Inc.
Note Purchase Agreement
IN WITNESS WHEREOF, the Company and the Purchasers have caused this
Supplement to be executed and delivered as of the date set forth above.
DONALDSON COMPANY, INC.
By:
Title:
[ADD PURCHASER SIGNATURE BLOCKS]
EXHIBIT 1.1-B-4
Donaldson Company, Inc.
Note Purchase Agreement
SCHEDULE A
TO SUPPLEMENT
INFORMATION RELATING TO PURCHASERS
NAME AND ADDRESS OF PURCHASER
PRINCIPAL AMOUNT OF SERIES
[
] NOTES TO BE PURCHASED
[NAME OF PURCHASER]
$__________
(1)
All payments by wire transfer of immediately available funds to:
with sufficient information to identify the source and application of such
funds.
(2)
All notices of payments and written confirmations of such wire transfers:
(3)
All other communications:
EXHIBIT 1.1-B-5
Donaldson Company, Inc.
Note Purchase Agreement
SCHEDULE 5
TO SUPPLEMENT
EXCEPTIONS TO REPRESENTATIONS
AND WARRANTIES
EXHIBIT 1.1-B-6
Donaldson Company, Inc.
Note Purchase Agreement
EXHIBIT 1 TO
SUPPLEMENT
[FORM OF SERIES [
] NOTE]
EXHIBIT 1.1-B-7
SUBSIDIARY GUARANTY
THIS GUARANTY (this "Guaranty") dated as of March 27, 2014 is made by
the undersigned (each, a "Guarantor"), in favor of the holders from time to time
of the Notes hereinafter referred to and their respective successors and assigns
(collectively, the "Holders" and each individually, a "Holder").
WITNESSETH:
WHEREAS, Donaldson Company, Inc. (the "Company") entered into a Note
Purchase Agreement dated as of March 27, 2014 (the Note Purchase Agreement as it
may hereafter be amended, supplemented, restated or otherwise modified from time
to time in accordance with its terms, the "Note Purchase Agreement");
WHEREAS, the Note Purchase Agreement provides for the issuance by the
Company of up to $750,000,000 aggregate principal amount of Notes (as defined in
the Note Purchase Agreement), of which the Company concurrently with the
delivery by the Guarantors of this Guaranty, is issuing $125,000,000 aggregate
principal amount of Series 2014‐A Notes;
WHEREAS, the Company owns, directly or indirectly, all of the issued
and outstanding capital stock or partnership interests of each Guarantor and, by
virtue of such ownership and otherwise, each Guarantor will derive substantial
benefits from the purchase by the Holders of the Company's Notes;
WHEREAS, it is a condition precedent to the obligation of the Holders
to purchase the Notes that each Guarantor shall have executed and delivered this
Guaranty to the Holders; and
WHEREAS, each Guarantor desires to execute and deliver this Guaranty
to satisfy the conditions described in the preceding paragraph;
NOW, THEREFORE, in consideration of the premises and other benefits to
each Guarantor, and of the purchase of the Company's Notes by the Holders, and
for other good and valuable consideration, the receipt and sufficiency of which