. Unless otherwise expressly provided herein, # references to Organization Documents, agreements (including the Loan Documents) and other contractual instruments shall be deemed to include all subsequent amendments, restatements, extensions, supplements and other modifications thereto, but only to the extent that such amendments, restatements, extensions, supplements and other modifications are not prohibited by any Loan Document; and # references to any Law shall include all statutory and regulatory provisions consolidating, amending, replacing, supplementing or interpreting such Law.

REFERENCES TO MASTER STOCK PLANS. Effective November 19, 2010, each occurrence of the words: “Donaldson Company, Inc. 1991 Master Stock Compensation Plan” contained in [Sections 4.4] and [Section 4.5] of the Plan Statement shall be replaced with the words: “Master Stock Plans.”

Acknowledgment of Guarantors; Reaffirmation; References. Each Guarantor hereby acknowledges that the [[Organization A:Organization]], [[Organization B:Organization]] and the Lenders have amended the Credit Agreement by this Amendment, and such Guarantor acknowledges that [[Organization B:Organization]] and Lenders would not amend the Credit Agreement in the absence of the agreements of such Guarantor contained herein. Each Guarantor hereby consents to the Amendment, agrees that its obligations under the applicable Guaranty shall not be diminished as a result of the execution of this Amendment and confirms that the applicable Guaranty to which it is a party is in full force and effect. Each Loan Party hereby reaffirms its obligations under each Other Document to which it is a party (including, without limitation, each applicable Canadian Security Document and Mexican Security Document), in each case as amended, supplemented or modified prior to or as of the date hereof. Without limiting the foregoing, each Loan Party hereby reaffirms its pledge, assignment and grant of a Lien on the Collateral to [[Organization B:Organization]], on behalf of itself and the other Lenders, to secure the prompt payment and performance of the Obligations. Any reference to the Credit Agreement contained in any document, instrument or Other Document executed in connection with the Credit Agreement shall be deemed to be a reference to the Credit Agreement as modified by this Amendment.

Section # Certain References. On and after the effectiveness of this Amendment, each reference in the Credit Agreement, the Revolving Note or any other Loan Document shall mean and be a reference to the Credit Agreement, the Revolving Note and any other Loan Document as amended by this Amendment.

following (with such adjustments or modifications as necessary to maintain the substance of the provisions contained therein): # all references to “this Agreement” shall be deemed to be references to this Agreement; # all references to “the Administrative Agent” shall be deemed to be references to the Lender, # all references to “the Lenders” shall be deemed to be references to the Lender, # all references to “the Required Lenders” shall be deemed to be references to the Lender; # all references to “Default” and “Event of Default” shall be deemed to be references to a Default and an Event of Default, respectively, as defined herein; # all references to “the Loans” shall be deemed to be references to the Term Loan; # all references to “Revolving Loans” shall be deemed to be references to the Term Loan; # all references to “Eurodollar Rate Loan” shall be deemed to be references to Eurodollar Rate Loan as defined herein; and # all references as to “Loan Document” or “Loan Documents” or any similar reference shall be deemed refer to this Agreement as well as the other Loan Documents.

Certain Pledges. Any Lender may at any time pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of such Lender, including any pledge or assignment to secure obligations to a Federal Reserve Bank; provided that no such pledge or assignment shall release such Lender from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as a party hereto.

Certain Events. If any event occurs of the type contemplated by the provisions of this Section 8 but not expressly provided for by such provisions (including, without limitation, the granting of stock appreciation rights, phantom stock rights or other rights with equity features), then the Company’s Board of Directors will make an appropriate adjustment in the Warrant Exercise Price and the number of shares of Common Stock obtainable upon exercise of this Warrant so as to protect the rights of the holders of the Warrants; provided, except as set forth in section 8(c),that no such adjustment pursuant to this Section 8(e) will increase the Warrant Exercise Price or decrease the number of shares of Common Stock obtainable as otherwise determined pursuant to this Section 8.

Certain Rights. The ROFR shall have terminated, expired, or been waived, or otherwise is no longer be in effect.

No Defaulting Lender shall be entitled to receive any Unused Facility Fee for any period during which that Lender is a Defaulting Lender (and the Borrowers shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

Certain Transfers. For purposes of this Lease, but subject to the provisions of Paragraph 22.7 below, the term “Transfer” shall also include # if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of a general partner or fifty percent (50%) or more of the partners, or a transfer of fifty percent (50%) or more of partnership interests, or the dissolution of the partnership; # if Tenant is a limited liability company, the withdrawal or change, voluntary, involuntary, or by operation of law, of fifty percent (50%) or more of the members, or a transfer of fifty percent (50%) or more of the membership interests, or the dissolution of the limited liability company; and # if Tenant is a corporation, the dissolution, merger, consolidation or other reorganization of Tenant, or the sale or other transfer of fifty percent (50%) or more of the voting shares of Tenant (other than transfers to immediate family members by reason of gift or death), or the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) or more of Tenant’s net assets. No issuance of stock of Tenant in a public offering or sale on a public stock exchange of Tenant’s stock shall be deemed to be a “Transfer” for purposes of this Lease or subject to the terms and conditions of this Paragraph 22.