CONFORMED COPY
DONALDSON COMPANY, INC.
$30,000,000
4.85% Senior Notes, Series 2004-A
Due December 17, 2011
_________________
SECOND SUPPLEMENT AND
FIRST AMENDMENT TO
NOTE PURCHASE AGREEMENT
_________________
Dated as of September 30, 2004
PPN: 257651 B*9
SECOND SUPPLEMENT AND
FIRST AMENDMENT TO
NOTE PURCHASE AGREEMENT
THIS
SECOND SUPPLEMENT AND FIRST AMENDMENT TO NOTE PURCHASE AGREEMENT
(this “Second Supplement”) is entered into as of
September 30, 2004 between Donaldson Company, Inc., a Delaware
corporation (the “Company”), each Purchaser listed in
the attached Schedule A (individually a “Purchaser” and
collectively, the “Purchasers”) and the other holders
of outstanding Notes executing the signature pages hereto for the
purpose of agreeing to Section 1(c) hereof and the amendments to
the Note Purchase Agreement (the “other noteholders”)
contained herein.
R E C I T A L S
A.
The Company has previously entered into a Note Purchase Agreement
dated as of July 15, 1998 with the institutions listed in Schedule
A thereto and a First Supplement to Note Purchase Agreement dated
as of August 1, 1998 with the institutions named in Schedule A
thereto (as so supplemented, the “Note Purchase
Agreement”);
B.
The Purchasers and other noteholders own all of the Notes
outstanding as set forth in the attached Schedule B;
C.
The Company has entered into an amended and restated credit
agreement with its banks that provides, among other things, for the
obligations of the Company thereunder to be guarantied by certain
Subsidiaries of the Company; and
D.
The Company desires to issue and sell, and the Purchasers desire to
purchase, an 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, the Purchasers and the other noteholders
agree as follows:
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1.
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Authorization of the New
Series of Notes; Subsidiary Guaranty; Release
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(a)
Description of Series 2004-A Notes . The
Company has authorized the issue and sale of $30,000,000 aggregate
principal amount of Notes to be designated as its 4.85% Senior
Notes, Series 2004-A, due December 17, 2011 (the “Series
2004-A Notes,” such term to include any such Notes issued in
substitution therefor pursuant to Section 13 of the Note Purchase
Agreement). The Series 2004-A Notes shall be substantially in the
form set out in Exhibit 1(a), with such changes therefrom, if any,
as may be approved by the Purchasers and the Company.
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(b)
Subsidiary Guaranties . All of the
outstanding Notes and the Series 2004-A Notes, will be
guarantied by the Subsidiary Guarantors pursuant to a guaranty
substantially in the form set out in Exhibit 1(b) (the
“Subsidiary Guaranty”).
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(c)
Release of Subsidiary Guaranty . Each
holder of a Note agrees to release and discharge a Subsidiary
Guarantor from the Subsidiary Guaranty upon written request of the
Company, provided that (i) such Subsidiary has been, or
concurrently with the release by the holders of Notes, will be
released and discharged as guarantor under and in respect of the
Credit Agreement and any other Indebtedness of the Company; (ii)
such release and discharge is not part of a plan of financing that
contemplates such Subsidiary Guarantor guaranteeing any other
Indebtedness of the Company or becoming a borrower under the Credit
Agreement; (iii) no Default or Event of Default exists or will
exist immediately following such release and discharge; (iv) if any
fee or other consideration is paid or given to any holder of
Indebtedness in connection with such release, other than the
repayment of all or a portion of such Indebtedness, each holder of
a Note receives equivalent consideration on a pro rata basis; and
(v) at the time of such written request, the Company delivers to
each holder of Notes a certificate of a Responsible Officer
certifying the matters set forth in clauses (i) through
(iv).
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2.
Sale and Purchase of Series 2004-A Notes
. Subject to the terms and conditions of this
Second Supplement and the Note Purchase Agreement, the Company will
issue and sell to the Purchasers, and the Purchasers will purchase
from the Company, at the Closing provided for in Section 3,
Series 2004-A Notes in the principal amount specified opposite
their names in the attached 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.
3.
Closing . The sale and purchase of the
Series 2004-A Notes to be purchased by the Purchasers shall occur
at the offices of Gardner Carton & Douglas LLP, Suite 3700, 191
North Wacker Drive, Chicago, Illinois 60606 at 9:00 a.m., Chicago
time, at a closing on December 17, 2004 (the “Closing”)
or on such other Business Day thereafter, not later than December
31, 2004, as may be agreed upon by the Company and the Purchasers.
At the Closing the Company will deliver to each Purchaser the
Series 2004-A Notes to be purchased by it in the form of a single
Note (or such greater number of Series 2004-A Notes in
denominations of at least $500,000 as the Purchasers may request)
dated the date of the Closing and registered in its name (or in the
name of its nominee), against delivery by the Purchasers to the
Company or its order of immediately available funds in the amount
of the purchase price therefor by wire transfer of immediately
available funds for the account of the Company to account number
1502-5005-4130 at US Bank – Minneapolis, US Bank Place, 601
Second Avenue South, Minneapolis, MN 55402, ABA
No. 0910-0002-2. If at the Closing the Company shall fail to
tender such Series 2004 Notes to a Purchaser as provided above in
this Section 3, or any of the conditions specified in Section 4 of
the Note Purchase Agreement, as modified or expanded by Section 4
hereof, shall not have been fulfilled to such Purchaser’s
satisfaction, such Purchaser shall, at its election, be relieved of
all further obligations under this Agreement, without thereby
waiving any rights it may have by reason of such failure or such
nonfulfillment.
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4.
Conditions to Closing . Each
Purchaser’s obligation to purchase and pay for the Series
2004-A Notes to be sold to it at the Closing is subject to the
fulfillment to its satisfaction, prior to or at the Closing, of the
conditions set forth in Section 4 of the Note Purchase Agreement,
as hereafter modified, and to the following additional
conditions:
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(a) References
in Section 4 of the Note Purchase Agreement to “Series 1998-A
Notes” shall be deemed to be references to the Series 2004-A
Notes and references to the “Closing” shall be deemed
to refer to the Closing as such term is defined in this Second
Supplement;
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(b) The
legal opinions, and forms thereof, called for by Section 4.4 of the
Note Purchase Agreement shall be appropriately modified to reflect
this Second Supplement and the transactions contemplated herein,
including the authorization, execution and enforceability of the
Subsidiary Guaranty and other matters related thereto;
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(c) At
least three Business Days prior to the date of the Closing, each
Purchaser shall have received a copy of written instructions signed
by a Responsible Officer on letterhead of the Company confirming
the information specified in Section 3 including (i) the name and
address of the transferee bank, (ii) such transferee bank’s
ABA number and (iii) the account name and number into which the
purchase price for the Notes is to be deposited;
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(d) Each
Subsidiary Guarantor shall have executed and delivered the
Subsidiary Guaranty and each Purchaser and each other holder of
Notes shall have received an executed counterpart thereof;
and
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(e) The
Purchasers and their special counsel shall have been provided with
a copy of the executed Credit Agreement.
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5.
Representations and Warranties of the Company
. The Company represents and warrants to the
Purchasers that each of the representations and warranties
contained in Section 5 of the Note Purchase Agreement is true
and correct as of the date hereof (a) except that all
references to “Purchasers” and “you”
therein shall be deemed to refer to the Purchasers and each
Purchaser hereunder, all references to “this Agreement”
shall be deemed to refer to the Note Purchase Agreement as
supplemented and amended by this Second Supplement, all references
to “Notes” therein shall be deemed to include the
Series 2004-A Notes, and (b) except for changes to such
representations and warranties or the Schedules referred to
therein, which changes are set forth in the attached Schedule 5.
Section 5 of the Note Purchase Agreement also is amended to modify
or add the following representations and warranties:
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(a) Section
5.3 is amended to read in its entirety as follows:
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Except
as disclosed in Schedule 5.3, and except for projections, as to
which no representation or warranty is made other than as stated in
the next
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sentence, this
Agreement, the documents, certificates or other writings delivered
to you by or on behalf of the Company in connection with the
transactions contemplated hereby, including the financial
statements listed in Schedule 5.5, taken as a whole, do not
contain any untrue statement of a material fact or omit to state
any material fact necessary to make the statements therein not
misleading in light of the circumstances under which they were
made. The projections included in the materials delivered to you by
or on behalf of the Company are based on good faith estimates and
assumptions that the Company believes are reasonable. Except as
expressly described in Schedule 5.3, or in one of the documents,
certificates or other writings identified therein, or in the
financial statements listed in Schedule 5.5, since July 31,
2003, there has been no change in the financial condition,
operations, business, properties or prospects of the Company or any
Subsidiary, except changes that individually or in the aggregate
could not reasonably be expected to have a Material Adverse Effect.
There is no fact known to the Company that could reasonably be
expected to have a Material Adverse Effect that has not been set
forth herein or in the other documents, certificates and other
writings delivered to you by or on behalf of the Company
specifically for use in connection with the transactions
contemplated hereby.
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(b) Section
5.14 is amended to read in its entirety as follows (and all
references therein to the 1998-A Notes shall be deemed to refer to
the Series 2004-A Notes):
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5.14. Use
of Proceeds; Margin Regulations.
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The
Company will apply the proceeds of the sale of the Series 1998-A
Notes to the repayment of Indebtedness to banks. No part of the
proceeds from the sale of the Series 1998-A Notes hereunder will be
used, directly or indirectly, for the purpose of buying or carrying
any margin stock within the meaning of Regulation U of the Board of
Governors of the Federal Reserve System (12 CFR 221), other than
repurchases of stock of the Company that are in compliance with
Regulation U, or for the purpose of buying or carrying or trading
in any securities under such circumstances as to involve the
Company in a violation of Regulation X of said Board (12 CFR 224)
or to involve any broker or dealer in a violation of Regulation T
of said Board (12 CFR 220). Margin stock does not constitute more
than 10% of the value of the consolidated assets of the Company and
its Subsidiaries and the Company does not have any present
intention that margin stock will constitute 25% or more of the
value of such assets. As used in this Section, the terms
“margin stock” and “purpose of buying
or carrying” shall have the meanings assigned to them in
said Regulation U.
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(c) Section
5.16 is amended to read in its entirety as follows:
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5.16. Foreign
Assets Control Regulations, Anti-Terrorism Order,
etc.
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Neither
the sale of the Notes by the Company hereunder nor its use of the
proceeds thereof will violate (a) the Trading with the Enemy Act,
as amended, (b) any of the foreign assets control regulations of
the United States Treasury Department (31 CFR, Subtitle B, Chapter
V, as amended) or any enabling legislation or executive order
relating thereto, (c) the Anti-Terrorism Order or (d) the
United States Foreign Corrupt Practices Act of 1977, as amended.
Without limiting the foregoing, neither the Company nor any
Subsidiary (i) is a blocked person described in the Specially
Designated Nationals and Blocked Persons List of the Office of
Foreign Assets Control or in Section 1 of the Anti-Terrorism
Order or (ii) to the knowledge of the Company, engages in any
dealings or transactions, or is otherwise associated, with any such
person. The Company and its Subsidiaries are in compliance, in all
material respects, with all applicable provisions of the USA
Patriot Act.
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(d) A
new Section 5.19 is added to read in its entirety as
follows:
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5.19. Solvency
of Subsidiary Guarantors.
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After
giving effect to the transactions contemplated herein and after
giving due consideration to any rights of contribution (i) the fair
value of the assets of each Subsidiary Guarantor (both at fair
valuation and at present fair saleable value) exceeds its
liabilities, (ii) each Subsidiary Guarantor is able to and expects
to be able to pay its debts as they mature, and (iii) each
Subsidiary Guarantor has capital sufficient to carry on its
business as conducted and as proposed to be conducted.
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6.
Representations of the Purchasers . Each
Purchaser confirms to the Company that the representations set
forth in Section 6.1 of the Note Purchase Agreement are true
and correct as to it, except that all references therein to
“you” therein shall be deemed to refer to each
Purchaser hereunder, and all references to “Series 1998-A
Notes” therein shall be deemed to include the Series 2004-A
Notes. Each Purchaser also represents to the Company that it is an
“accredited investor” as that term is defined in Rule
501(a) of Regulation D under the Securities Act. Section 6.2 of the
Note Purchase Agreement is amended to read in its entirety, which
is confirmed by each Purchaser:
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Each
Purchaser represents that that at least one of the following
statements is an accurate representation as to each source of funds
(a “Source”) to be used by it to pay the purchase price
of the Notes to be purchased by it hereunder:
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(a) the
Source is an “insurance company general account” (as
the term is defined in the United States Department of
Labor’s Prohibited Transaction Exemption (“PTE”)
95-60) in respect of which the reserves and liabilities (as defined
by the annual statement for life insurance companies approved by
the National Association of Insurance
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Commissioners
(the “NAIC Annual Statement”)) for the general account
contract(s) held by or on behalf of any employee benefit plan
together with the amount of the reserves and liabilities for the
general account contract(s) held by or on behalf of any other
employee benefit plans maintained by the same employer (or
affiliate thereof as defined in PTE 95-60) or by the same employee
organization in the general account do not exceed 10% of the total
reserves and liabilities of the general account (exclusive of
separate account liabilities) plus surplus as set forth in the NAIC
Annual Statement filed with its state of domicile; or
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(b) the
Source is a separate account that is maintained solely in
connection with its fixed contractual obligations under which the
amounts payable, or credited, to any employee benefit plan (or its
related trust) that has any interest in such separate account (or
to any participant or beneficiary of such plan (including any
annuitant)) are not affected in any manner by the investment
performance of the separate account; or
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(c) the
Source is either (i) an insurance company pooled separate account,
within the meaning of PTE 90-1 (issued January 29, 1990), or (ii) a
bank collective investment fund, within the meaning of PTE 91-38
(issued August 12, 1991) and, except as it has disclosed to the
Company in writing pursuant to this paragraph (c), no employee
benefit plan or group of plans maintained by the same employer or
employee organization beneficially owns more than 10% of all assets
allocated to such pooled separate account or collective investment
fund; or
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(d) the
Source constitutes assets of an “investment fund”
(within the meaning of Part V of PTE 84-14 (the “QPAM
Exemption”)) managed by a “qualified professional asset
manager” or “QPAM” (within the meaning of Part V
of the QPAM Exemption), no employee benefit plan’s assets
that are included in such investment fund, when combined with the
assets of all other employee benefit plans established or
maintained by the same employer or by an affiliate (within the
meaning of Section V(c)(1) of the QPAM Exemption) of such employer
or by the same employee organization and managed by such QPAM,
exceed 20% of the total client assets managed by such QPAM, the
conditions of Part I(c) and (g) of the QPAM Exemption are
satisfied, neither the QPAM nor a person controlling or controlled
by the QPAM (applying the definition of “control” in
Section V(e) of the QPAM Exemption) owns a 5% or more interest in
the Company and (i) the identity of such QPAM and (ii) the names of
all employee benefit plans whose assets are included in such
investment fund have been disclosed to the Company in writing
pursuant to this clause (d); or
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(e) the
Source constitutes assets of a “plan(s)” (within the
meaning of Section IV of PTE 96-23 (the “INHAM
Exemption”))
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managed by an
“in-house asset manager” or “INHAM” (within
the meaning of Part IV of the INHAM exemption), the conditions of
Part I(a), (g) and (h) of the INHAM Exemption are satisfied,
neither the INHAM nor a person controlling or controlled by the
INHAM (applying the definition of “control” in Section
IV(h) of the INHAM Exemption) owns a 5% or more interest in any
Obligor and (i) the identity of such INHAM and (ii) the name(s) of
the employee benefit plan(s) whose assets constitute the Source
have been disclosed to the Company in writing pursuant to this
clause (e); or
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(f) the
Source is a governmental plan; or
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(g) the
Source is one or more employee benefit plans, or a separate account
or trust fund comprised of one or more employee benefit plans, each
of which has been identified to the Company in writing pursuant to
this paragraph (g); or
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(h) the
Source does not include assets of any employee benefit plan,
individual retirement account or other arrangement subject to the
prohibited transaction rules under ERISA or the Code.
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As used in this
Section 6, the terms “employee benefit plan”,
“governmental plan” and “separate account”
shall have the respective meanings assigned to such terms in
Section 3 of ERISA.
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7.
Scheduled Prepayments of the Series 2004-A Notes
. No regularly scheduled prepayments are due on
the Series 2004-A Notes prior to their stated maturity.
8.
Section 10 of Note Purchase Agreement
. Section 10 of the Note Purchase Agreement is
amended as follows:
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(a)
Schedule 10.2 . Schedule 10.2 is replaced
by Schedule 10.2 to this Second Supplement.
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(b)
New Section 10.9 . A new Section 10.9 is
added to read in its entirety as follows:
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10.9. Additional
Subsidiary Guarantors.
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The
Company will cause any Subsidiary that is organized under the laws
of any state or other jurisdiction of the United States and that
(whether or not required by the terms of the Credit Agreement) is
to guarantee, Indebtedness in respect of the Credit Agreement, to
enter into the Subsidiary Guaranty concurrently therewith and as a
part thereof to deliver to each of holder of the Notes:
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(a) a
copy of an executed Joinder to the Subsidiary Guaranty;
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(b) a
certificate signed by a Responsible Officer of the Company or of
such Subsidiary confirming the accuracy of the representations and
warranties in paragraphs (a) through (g) of the Joinder to the
Subsidiary Guaranty, with respect to such Subsidiary and the
Subsidiary Guaranty as it relates to such Subsidiary, as
applicable; and
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(c) an
opinion of counsel (who may be counsel for the Company) reasonably
satisfactory to the Required Holders addressed to each holder of
the Notes to the effect that the Subsidiary Guaranty of such
Subsidiary has been duly authorized, executed and delivered and
that the Subsidiary Guaranty constitutes the legal, valid and
binding contract and agreement of such Subsidiary enforceable
against such Subsidiary in accordance with its terms, except as
enforcement of such terms may be limited by bankruptcy, insolvency,
fraudulent conveyance and similar laws affecting the enforcement of
creditors’ rights generally and by general equitable
principles.
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9.
Section 11 of the Note Purchase Agreement . Section 11 of
the Note Purchase Agreement is amended as follows:
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(a)
Section 11(c) . Section 11(c) is amended to
read in its entirety as follows:
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(c) the
Company defaults in the performance of or compliance with any term
contained in Section 7.1(e) or Sections 10.1 through 10.9;
or
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(b)
Section 11(e) . Section 11(e) is amended to
read in its entirety as follows:
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(e) any
representation or warranty made in writing by or on behalf of the
Company or any Subsidiary Guarantor or by any officer of the
Company or any Subsidiary Guarantor in this Agreement or in the
Subsidiary Guaranty or in any writing furnished in connection with
the transactions contemplated hereby proves to have been false or
incorrect in any material respect on the date as of which made;
or
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(c)
New Section 11(k) . A new Section 11(k) is
added to read in its entirety as follows:
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(k) any
Subsidiary Guarantor defaults in the performance of or compliance
with any term contained in the Subsidiary Guaranty or the
Subsidiary Guaranty ceases to be in full force and effect, except
as provided in Section 1(c) of the Second Supplement, or is
declared to be null and void in whole or in material part by a
court or other governmental or regulatory authority having
jurisdiction or the validity or enforceability thereof shall be
contested by the Company or any Subsidiary Guarantor or any of them
renounces any of the same or denies that it has any or further
liability thereunder.
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10.
Section 15.1 of the Note Purchase Agreement
. Section 15.1 of the Note Purchase Agreement is
amended to read in its entirety as follows:
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15.1. Transaction Expenses.
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Whether
or not the transactions contemplated hereby are consummated, the
Company will pay all costs and expenses (including reasonable
attorneys’ fees of one special counsel for you and the Other
Purchasers collectively and, if reasonably required, local or other
counsel) incurred by you and each Other Purchaser or holder of a
Note in connection with such transactions and in connection with
any amendments, waivers or consents under or in respect of this
Agreement, the Notes or the Subsidiary Guaranty (whether or not
such amendment, waiver or consent becomes effective), including:
(a) the costs and expenses incurred in enforcing or defending (or
determining whether or how to enforce or defend) any rights under
this Agreement, the Notes or the Subsidiary Guaranty or in
responding to any subpoena or other legal process or informal
investigative demand issued in connection with this Agreement, the
Notes or the Subsidiary Guaranty, or by reason of being a holder of
any Note and (b) the costs and expenses, including financial
advisors’ fees, incurred in connection with the insolvency or
bankruptcy of the Company or any Subsidiary or in connection with
any work-out or restructuring of the transactions contemplated
hereby and by the Notes and the Subsidiary Guaranty. The Company
will pay, and will save you and each other holder of a Note
harmless from, all claims in respect of any fees, costs or expenses
if any, of brokers and finders (other than those retained by
you).
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11.
Definitions; Schedule B . The following
definitions in Schedule B are amended in their entirety or the
following new definitions are added to Schedule B, in the
appropriate alphabetical order:
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“Anti-Terrorism Order” means Executive
Order 13224 of September 23, 2001 Blocking Property and
Prohibiting Transactions With Persons Who Commit, Threaten to
Commit, or Support Terrorism
(66 Fed. Reg. 49079 (2001)).
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“Credit Agreement” means the Amended and
Restated Credit Agreement dated as of September 2, 2004 among the
Company, various subsidiaries of the Company, The Bank of
Tokyo-Mitsubishi, Ltd., Chicago Branch, Lloyds TSB Bank plc, and
U.S. Bank National Association, as Co-Syndication Agents, Bank of
America, N.A., as Administrative Agent and L/C Issuer and the other
Lenders party thereto and Banc of America Securities LLC, as Sole
Lead Arranger and Sole Book Manager, as such agreement may be
hereafter amended, modified, restated, supplemented, refinanced,
increased or reduced from time to time, and any successor credit
agreement or similar facilities.
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“INHAM Exemption” is defined in Section 6.2(e)
of the Second Supplement.
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“Material Adverse Effect” means a material
adverse effect on (a) the business, operations, affairs,
financial condition, assets or properties of the Company and its
Restricted Subsidiaries taken as a whole, or (b) the ability of the
Company to perform its obligations under this Agreement and the
Notes, or (c) the ability of any Subsidiary Guarantor to
perform its obligations under the Subsidiary Guaranty, or (d) the
validity or enforceability of this Agreement, the Notes or the
Subsidiary Guaranty.
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“NAIC Annual Statement” is defined in Section
6.2(a) of the Second Supplement.
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“Priority Debt” means, as of any date, the sum
(without duplication) of (a) unsecured Indebtedness of Domestic
Restricted Subsidiaries on such date (other than (i) Indebtedness
owed to the Company or another Restricted Subsidiary (ii)
Indebtedness of a Person outstanding at the time such Person is
merged or consolidated with, or becomes, a Restricted Subsidiary)
and (iii) Guaranties by a Subsidiary Guarantor of the Notes
and of Indebtedness in respect of the Credit Agreement and (b)
Indebtedness of the Company and its Domestic Restricted
Subsidiaries secured by Liens permitted by Section 10.2(j) on such
date.
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“QPAM Exemption” is defined in Section 6.2(d) of
the Second Supplement.
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“Second Supplement” means the Second Supplement
and First Amendment to Note Purchase Agreement dated as of
September 30, 2004 between the Company and the Purchasers and other
holders of Notes named in Schedules A and B thereto.
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“Significant Subsidiary” means, as of the date
of determination, (a) any Subsidiary Guarantor and (b) any other
Restricted Subsidiary the assets or revenues of which account for
more than 10% of the Consolidated Total Assets of the Company and
its Restricted Subsidiaries at the end of the most recently ended
fiscal period or more than 10% of the consolidated revenues of the
Company and its Restricted Subsidiaries for the most recently
completed four fiscal quarters.
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“Subsidiary Guarantor” means Donaldson Capital,
Inc., a Minnesota corporation and a Subsidiary, and any other
Subsidiary that is organized under the laws of any state or other
jurisdiction of the United States and that hereafter becomes a
party to the Subsidiary Guaranty.
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“
Subsidiary Guaranty” is defined in Section 1(a) of the
Second Supplement.
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“USA Patriot Act” means Public Law 107-56 of the
United States of America, United and Strengthening America by
Providing Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT) Act of 2001.
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In addition, the reference to
“the date of this Agreement” in clause (d) of the
definition of “Restricted Investments” is amended to
refer to “the date of the Second Supplement” and
Schedule B-1 is amended by substituting therefor Schedule B-1 to
this Second Supplement.
12.
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 2004-A Notes as if
expressly set forth in this Supplement and, except as so provided
or where the context otherwise requires, references in the Note
Purchase Agreement to “Series 1998-A Notes” and to the
“Notes” shall be deemed to refer to the Series 2004-A
Notes and to include the Series 2004-A Notes.
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IN
WITNESS WHEREOF, the Company, the Purchasers and the other
noteholders have caused this Second Supplement to be executed and
delivered as of the date set forth above.
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DONALDSON
COMPANY, INC.
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By:
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/s/ William M. Cook
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Name:
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William M.
Cook
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Title:
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President &
CEO
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METROPOLITAN
LIFE INSURANCE COMPANY
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By:
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/s/ Timothy Powell
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Name:
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Timothy
Powell
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Title:
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Director
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S-2
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STATE FARM LIFE
INSURANCE COMPANY
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By:
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/s/ Jeff Attwood
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Name:
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Jeff
Attwood
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Title:
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Investment
Officer
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By:
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/s/ Larry Rottunda
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Name:
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Larry
Rottunda
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Title:
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Assistant
Secretary
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S-3
The
undersigned holders of Series 1998-A Notes have caused this Second
Supplement to be executed solely for the purpose of agreeing to the
provisions of Section 1(c) and consenting to the amendments to the
Note Purchase Agreement provided for in this Second
Supplement.
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PRINCIPAL LIFE
INSURANCE COMPANY,
ON BEHALF OF ONE OR MORE SEPARATE ACCOUNTS
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By:
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Principal
Global Investors, LLC,
a Delaware limited liability company,
its authorized signatory
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By:
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/s/ Douglas A. Drees
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Its:
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Douglas A.
Drees, Counsel
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By:
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/s/ Joellen J. Watts
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Its:
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Joellen J.
Watts, Counsel
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S-4
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MIDLAND
NATIONAL LIFE INSURANCE COMPANY
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By:
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Midland
Advisors Company, as agent
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By:
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/s/ Tyson Rehfeld
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Name:
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Tyson
Rehfeld
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Title:
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Vice
President
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S-5
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AMERITAS LIFE
INSURANCE CORP.
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By:
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Ameritas
Investment Advisors, Inc., as agent
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By:
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/s/ Andrew S. White
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Name:
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Andrew S.
White
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Title:
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Vice
President
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AMERITAS
VARIABLE LIFE INSURANCE COMPANY
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By:
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Ameritas
Investment Advisors, Inc., as agent
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By:
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/s/ Andrew S. White
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