exv10w1






Exhibit 10.1




AMENDMENT NO. 5 TO CREDIT AGREEMENT




     This Amendment No. 5 to Credit Agreement (this “Amendment”), dated as of November 9,
2010, is made by and among THE TORO COMPANY, a Delaware corporation (“ Toro”), TORO CREDIT
COMPANY, a Minnesota corporation, TORO MANUFACTURING LLC, a Delaware limited liability company,
EXMARK MANUFACTURING COMPANY INCORPORATED, a Nebraska corporation, TORO INTERNATIONAL COMPANY, a
Minnesota corporation, TOVER OVERSEAS B.V., a Netherlands company, and TORO FACTORING COMPANY
LIMITED, a Guernsey, Channel Islands company (all of the foregoing, collectively, the
“ Borrowers”), each lender from time to time party hereto (collectively the
“Lenders”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C
Issuer (the “Administrative Agent”).



     WHEREAS, the Borrowers, the Administrative Agent and the Lenders have entered into that
certain Credit Agreement dated as of September 8, 2004 (as amended by Amendment No. 1 to Credit
Agreement dated as of October 25, 2005, Amendment No. 2 to Credit Agreement dated as of January 10,
2007, Amendment No. 3 to Credit Agreement effective as of February 28, 2007, and Amendment No. 4 to
Credit Agreement effective as of February 29, 2008, as hereby amended and as from time to time
hereafter further amended, modified, supplemented, restated or amended and restated, the
” Credit Agreement” (capitalized terms used and not otherwise defined in this Amendment
shall have the respective meanings given thereto in the Credit Agreement)), pursuant to which the
Lenders have made available to the Borrowers a revolving credit facility (including a letter of
credit facility and a swing line facility); and



     WHEREAS, the Borrowers have requested that (i) the Aggregate Commitments be reduced from
$225,000,000 to $175,000,000 and (ii) the Administrative Agent and the Required Lenders amend
certain provisions of the Credit Agreement as set forth herein;



     WHEREAS, all conditions necessary to authorize the execution and delivery of this Amendment
and to make this Amendment valid and binding have been complied with or have been done or
performed;



     NOW, THEREFORE, in consideration of the foregoing and for other good and valuable
consideration, receipt of which is hereby acknowledged, the parties hereto hereby agree as follows:



     1. Reduction in Aggregate Commitments. Pursuant to Section 2.06 of the Credit
Agreement, the Borrowers have requested the Aggregate Commitments be reduced from $225,000,000 to
$175,000,000. The Lenders hereto hereby waive any prior notice requirement set forth in such
Section 2.06 of the Credit Agreement. As of the date hereof, the Commitments shall be
reduced on a pro rata basis, and the new Commitment and Applicable Percentage of each Lender shall
be as set forth on Schedule 2.01 attached hereto as Exhibit 1.



     2. Amendments. Subject to the terms and conditions set forth herein, the Credit
Agreement is hereby amended as follows:



1









 





     (a) Section 7.04 of the Credit Agreement is amended by deleting “any Person” from
third and fifth lines and inserting “another Person” in lieu thereof.



     (b) Section 7.10 of the Credit Agreement is deleted in its entirety and the following
is inserted in lieu thereof:




     7.10 Maximum Total Indebtedness to Consolidated EBITDA. Toro, on a consolidated basis,
shall not, as of the end of any fiscal quarter, permit its consolidated ratio of (a) total
Indebtedness as of such date to (b) the sum Consolidated EBIT plus depreciation and
amortization expense for the period of four prior fiscal quarters ending on such date to be
more than 3.25 to 1.00.



     (c) Exhibit D to the Credit Agreement is amended by deleting Schedule 2
thereto and inserting Schedule 2 attached hereto as Exhibit 2.



     3. Conditions Precedent. The effectiveness of this Amendment is subject to the
satisfaction of the following conditions precedent:



     (a) the Administrative Agent shall have received each of the following documents or
instruments in form and substance reasonably acceptable to the Administrative Agent:




     (i) one or more counterparts of this Amendment, duly executed by the Borrowers, the
Administrative Agent and the Required Lenders, together with all schedules and exhibits
thereto duly completed;




     (ii) such other documents, instruments, opinions, certifications, undertakings, further
assurances and other matters as the Administrative Agent shall reasonably require;



     (b) the Borrowers shall have paid to each Lender that signs this Amendment on or before the
effective date hereof a fee in an amount equal to 0.025% times such Lender’s Commitment (after
giving effect to this Amendment), which fee shall be fully earned and due on the effective date
hereof and shall be nonrefundable; and



     (c) unless waived by the Administrative Agent, all fees and expenses of the Administrative
Agent and the Lenders (including the reasonable fees and expenses of counsel to the Administrative
Agent to the extent invoiced prior to the date hereof) in connection with this Amendment shall have
been paid in full (without prejudice to final settling of accounts for such fees and expenses).



     4. Reaffirmation by each of the Borrowers. Each of the Borrowers hereby consents,
acknowledges and agrees to the amendments of the Credit Agreement set forth herein.



     5. Representations and Warranties. In order to induce the Administrative Agent and
the Lenders to enter into this Amendment, each of the Borrowers represents and warrants to the
Administrative Agent and the Lenders as follows:



2









 





     (a) The representations and warranties of (i) the Borrowers contained in Article V and
(ii) each Loan Party contained in each other Loan Document or in any document furnished at any time
under or in connection herewith or therewith, shall be true and correct on and as of the date
hereof, except to the extent that such representations and warranties specifically refer to an
earlier date, in which case they shall be true and correct as of such earlier date, and except that
for purposes of this Amendment, the representations and warranties contained in subsections
(a) and (b) of Section 5.05 shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a) and (b), respectively, of Section
6.01.



     (b) There does not exist any pending or threatened action, suit, investigation or proceeding
in any court or before any arbitrator or Government Authority that purports to affect any
transaction contemplated under this Amendment or the ability of any Borrower to perform its
respective obligations under this Amendment.



     (c) There has not occurred since October 31, 2009 any event or circumstance that has resulted
or could reasonably be expected to result in a Material Adverse Effect or a material adverse change
in or a material adverse effect upon the business, assets, liabilities (actual or contingent),
operations, condition (financial or otherwise), or prospects of Toro and its Subsidiaries taken as
a whole; and



     (d) No Default or Event of Default has occurred and is continuing.



     6. Entire Agreement. This Amendment, together with all the Loan Documents
(collectively, the “ Relevant Documents”), sets forth the entire understanding and agreement
of the parties hereto in relation to the subject matter hereof and supersedes any prior
negotiations and agreements among the parties relative to such subject matter. No promise,
condition, representation or warranty, express or implied, not herein set forth, shall bind any
party hereto and not one of them has relied on any such promise, condition, representation or
warranty. Each of the parties hereto acknowledges that, except as otherwise expressly stated in
the Relevant Documents, no representations, warranties or commitments, express or implied, have
been made by any party to the other. None of the terms or conditions of this Amendment may be
changed, modified, waived or canceled orally or otherwise, except as permitted pursuant to
Section 11.01 of the Credit Agreement.



     7. Full Force and Effect of Amendment. Except as hereby specifically amended,
modified or supplemented, the Credit Agreement and all other Loan Documents are hereby confirmed
and ratified in all respects by each party hereto and shall be and remain in full force and effect
according to their respective terms.



     8. Counterparts. This Amendment may be executed in any number of counterparts, each
of which shall be deemed an original as against any party whose signature appears thereon, and all
of which shall together constitute one and the same instrument. Delivery of an executed
counterpart of a signature page of this Amendment by telecopy, facsimile or other electronic
transmission (including .PDF) shall be effective as delivery of a manually executed counterpart of
this Amendment.



3









 





     9. Governing Law. This Amendment shall in all respects be governed by, and construed
in accordance with the laws of the State of New York.



     10. Enforceability. Should any one or more of the provisions of this Amendment be
determined to be illegal or unenforceable as to one or more of the parties hereto, all other
provisions nevertheless shall remain effective and binding on the parties hereto.



     11. References. All references in any of the Loan Documents to the “Credit Agreement”
shall mean the Credit Agreement as amended hereby.



     12. Successors and Assigns. This Amendment shall be binding upon and inure to the
benefit of the Borrowers, the Administrative Agent and each of the Lenders, and their respective
successors, assigns and legal representatives; provided, however, that no Borrower, without
the prior consent of the Required Lenders, may assign any rights, powers, duties or obligations
hereunder.



     13. Expenses. Toro agrees to pay to the Administrative Agent all reasonable
out-of-pocket expenses incurred or arising in connection with the negotiation and preparation of
this Amendment.



[Remainder of page intentionally left blank.]




4









 





     IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 5 to Credit Agreement to
be made, executed and delivered by their duly authorized officers or representatives as of the day
and year first above written.



	 	 	 	 	 
	 	THE TORO COMPANY

 	 
	 	By:  	/s/ Stephen P. Wolfe
 	 
	 	 	Name:  	Stephen P. Wolfe 	 
	 	 	Title:  	Vice President, Finance and Chief

Financial Officer 	 
	 	 	 
	 	By:  	                                              /s/ Thomas J. Larson
 	 
	 	 	Name:  	Thomas J. Larson 	 
	 	 	Title:  	Vice President, Treasurer 	 
	 
	 	TORO CREDIT COMPANY

 	 
	 	By:  	/s/ Thomas J. Larson
 	 
	 	 	Name:  	Thomas J. Larson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	TORO MANUFACTURING LLC

 	 
	 	By:  	/s/ Thomas J. Larson
 	 
	 	 	Name:  	Thomas J. Larson 	 
	 	 	Title:  	Vice President and Treasurer 	 
	 
	 	EXMARK MANUFACTURING COMPANY INCORPORATED

 	 
	 	By:  	/s/ Thomas J. Larson
 	 
	 	 	Name:  	Thomas J. Larson 	 
	 	 	Title:  	Treasurer 	 
	 
	 	TORO INTERNATIONAL COMPANY

 	 
	 	By:  	/s/ Stephen P. Wolfe
 	 
	 	 	Name:  	Stephen P. Wolfe 	 
	 	 	Title:  	Vice President 	 
	 




 











 





	 	 	 	 	 
	 	TOVER OVERSEAS B.V.

 	 
	 	By:  	/s/ Thomas J. Larson
 	 
	 	 	Name:  	Thomas J. Larson 	 
	 	 	Title:  	Authorized Signatory 	 
	 
	 	TORO FACTORING COMPANY LIMITED

 	 
	 	By:  	/s/ Thomas J. Larson
 	 
	 	 	Name:  	Thomas J. Larson 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Administrative Agent

 	 
	 	By:  	/s/ Maurice Washington
 	 
	 	 	Name:  	Maurice Washington  	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A., as a Lender, L/C 

Issuer and Swing Line Lender

 	 
	 	By:  	/s/ Brian Lukehart
 	 
	 	 	Name:  	Brian Lukehart  	 
	 	 	Title:  	Vice President 	 
	 
	 	SUNTRUST BANK, as a Lender and a 

Co-Syndication Agent

 	 
	 	By:  	/s/ David Simpson
 	 
	 	 	Name:  	David Simpson  	 
	 	 	Title:  	Vice President 	 
	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a 

Lender and a Co-Syndication Agent

 	 
	 	By:  	/s/ Magnus McDowell
 	 
	 	 	Name:  	Magnus McDowell  	 
	 	 	Title:  	Vice President 	 
	 
	 	HARRIS NATIONAL ASSOCIATION, as a 

Lender and a Co-Documentation Agent

 	 
	 	By:  	/s/ Robert Wolohan
 	 
	 	 	Name:  	Robert Wolohan  	 
	 	 	Title:  	Vice President 	 



 









 






	 	 	 	 	 
	 	WELLS FARGO BANK, NATIONAL ASSOCIATION, as a Lender and a Co-Documentation Agent

 	 
	 	By:  	/s/ Brian Buck
 	 
	 	 	Name:  	Brian Buck  	 
	 	 	Title:  	Director 	 
	 
	 	THE BANK OF NEW YORK MELLON, as a Lender

 	 
	 	By:  	/s/  John T. Smathers
 	 
	 	 	Name:  	John T. Smathers  	 
	 	 	Title:  	First Vice President