SECOND SUPPLEMENT TO NOTE PURCHASE AGREEMENT
THIS SECOND SUPPLEMENT is entered into as of May 21, 2021 (this Second Supplement) between Donaldson Company, Inc., a Delaware corporation (the Company), and the Purchasers listed in the attached Schedule A (the Purchasers).
A. The Company has entered into a Note Purchase Agreement dated as of March 27, 2014 with the purchasers listed in Schedule A thereto (as amended by that First Amendment to the Note Purchase Agreement dated as of March 9, 2015, as supplemented by the First Supplement to Note Purchase Agreement dated April 16, 2015 and as heretofore amended and supplemented, the Note Purchase Agreement); and
B. The Company desires to issue and sell, and the Purchasers desire to purchase, two additional series of Notes (as defined in the Note Purchase Agreement) pursuant to the Note Purchase Agreement and in accordance with the terms set forth below;
NOW, THEREFORE, the Company and the Purchasers agree as follows:
1. Authorization of the New Notes. The Company has authorized the issue and sale of (a) $100,000,000 aggregate principal amount of Notes to be designated as its 2.50% Senior Notes, Series 2021-A, due August 5, 2031 (the Series 2021-A Notes, such term to include any such Notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement) and (b) $50,000,000 aggregate principal amount of Notes to be designated as its 2.12% Senior Notes, Series 2021-B, due November 5, 2028 (the Series 2021-B Notes, such term to include any such Notes issued in substitution therefor pursuant to Section 13 of the Note Purchase Agreement; together with the Series 2021-A Notes, the Notes). The Notes shall be substantially in the forms set out in Exhibit 1(a) and Exhibit 1(b), respectively, with such changes therefrom, if any, as may be approved by you and the Company.
2. Sale and Purchase of the Notes. Subject to the terms and conditions of this Second Supplement and the Note Purchase Agreement, the Company will issue and sell to each of the Purchasers, and the Purchasers will purchase from the Company, at the related Closing provided for in Section 3, Series 2021-A Notes and/or Series 2021-B Notes in the principal amount specified opposite their respective names in Schedule A at the purchase price of 100% of the principal amount thereof. The obligations of the Purchasers hereunder are several and not joint obligations and no Purchaser shall have any liability to any Person for the performance or non-performance by any other Purchaser hereunder.