Item 1.01. Entry into a Material Definitive Agreement..



On January 18, 2023, Nordson Corporation (the "Company") and its subsidiary,
Nordson Engineering GmbH, ("Nordson GmbH" and together with the Company, the
"Borrowers"), entered into a Term Loan Agreement (the "Term Loan Agreement")
with PNC Bank, National Association, as Administrative Agent and Lender (the
"Lender"), and PNC Capital Markets LLC, as Sole Lead Arranger and Sole
Bookrunner. The Term Loan Agreement provides for a delayed draw term loan
facility in the aggregate principal amount of $200.0 million (the "Term Loan
Facility").

The Term Loan Agreement:
•provides for a committed unsecured Term Loan Facility;
•requires the Borrowers to borrow amounts pursuant to term loans, if at all, on
or prior to April 18, 2023;
•matures on April 30, 2024;
•permits the Borrowers to borrow either in U.S. dollars or euros;
•contains a number of representations and warranties that the Company believes
are usual and customary for senior unsecured credit agreements;
•contains a number of covenants that the Company believes are usual and
customary for unsecured term loan agreements, including compliance with various
financial ratios and tests, and certain covenants that restrict, among other
things, the Company's and its subsidiaries' ability to: incur debt; incur liens;
merge or consolidate with other companies or sell assets outside the ordinary
course of business; and
•contains customary events of default (subject to grace periods, as appropriate)
including among others: nonpayment of principal, interest or fees; breach of the
representations or warranties; breach of the financial, affirmative or negative
covenants; default of payment on, or accelerations of, other material
indebtedness; bankruptcy or insolvency; material judgments entered against the
Company or any of its subsidiaries; certain specified events under the Employee
Retirement Income Security Act of 1974, as amended; certain changes in control
of the Company; and the invalidity or unenforceability of the Term Loan
Agreement or other documents associated with the Term Loan Agreement.

Borrowings under the Term Loan Facility bear interest at either a base rate or a
SOFR rate, with respect to borrowings in U.S. dollars, or a eurocurrency rate,
with respect to borrowings in euros, plus, in each case, an applicable margin.
The applicable margin is based on the Company's Leverage Ratio (as defined in
the Term Loan Agreement). The Borrowers plan to use the proceeds of any
borrowings under the Term Loan Facility for general corporate purposes, which
may include the repayment of indebtedness.

The foregoing description of the Term Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the Term Loan Agreement, a copy of which is filed as Exhibit 4.1 to this Current Report on Form 8-K, respectively, and is incorporated herein by reference.



The Lender and/or its affiliates have in the past performed, and may in the
future from time to time perform, investment banking, financial advisory,
lending and/or commercial banking services, or other services from the Company
and its subsidiaries (including in connection with the transactions described in
this Form 8-K), for which they have received, and may in the future receive,
customary compensation and expense reimbursement.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement of the Registrant.

The description contained under Item 1.01 above is hereby incorporated by reference in its entirety into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.

Exhibit No.

  4.1                    Term Loan Agreement, dated as of January 18, 2023, by and among Nordson
                         Corporation and Nordson Engineering GmbH, as

Borrowers, and the Lenders party


                         thereto and PNC Bank, as Administrative Agent, and

PNC Capital Markets LLC, as


                         Sole Lead Arranger and Sole Bookrunner

104                      Cover Page Interactive Data File (embedded within

the inline XBRL document).

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