EX-10.a






[Bank of America logo]



March 5, 2007



The Toro Company


8111 Lyndale Avenue


South Bloomington, MN 55420



Attention: Stephen P. Wolfe




Thomas J. Larson




	 	 	 	Re: Revolving Credit Facility





Ladies and Gentlemen:



BANK OF AMERICA, N.A. (the “Lender”) is pleased to make available to THE TORO COMPANY,
a Delaware corporation (the “Borrower”), a revolving credit facility on the terms and
subject to the conditions set forth below. Terms not defined herein have the meanings assigned to
them in Exhibit A hereto.




	1.	 	The Facility.






	 	(a)	 	The Commitment. Subject to the terms and conditions set forth herein, the
Lender agrees to make available to the Borrower until the Maturity Date a revolving
credit facility providing for loans (“Loans”) in an aggregate principal amount
not exceeding at any time $75,000,000 (the “Commitment”). Within the foregoing
limit, the Borrower may borrow, repay and reborrow Loans until the Maturity Date.






	 	(b)	 	Borrowings, Conversions, Continuations. The Borrower may request that Loans be
(i) made as or converted to Base Rate Loans by irrevocable notice to be received by the
Lender not later than 11:00 a.m. on the Business Day of the borrowing or conversion, or
(ii) made or continued as, or converted to, Eurodollar Rate Loans by irrevocable notice
to be received by the Lender not later than 11:00 a.m. three Business Days prior to the
Business Day of the borrowing, continuation or conversion. If the Borrower fails to
give a notice of conversion or continuation prior to the end of any Interest Period in
respect of any Eurodollar Rate Loan, the Borrower shall be deemed to have requested
that such Loan be converted to a Base Rate Loan on the last day of the applicable
Interest Period. If the Borrower requests that a Loan be continued as or converted to
a Eurodollar Rate Loan, but fails to specify an Interest Period with respect thereto,
the Borrower shall be deemed to have selected an Interest Period of one month. Notices
pursuant to this Paragraph 1(b) may be given by telephone if promptly confirmed
in writing.






Each Eurodollar Rate Loan shall be in a principal amount of $5,000,000 or a whole multiple
of $1,000,000 in excess thereof. Each Base Rate Loan shall be in a minimum principal amount
of $500,000 or a whole multiple of $100,000. There shall not be more than eight different
Interest Periods in effect at any time.




	 	(c)	 	Interest. At the option of the Borrower, Loans shall bear interest at a rate
per annum equal to (i) the Eurodollar Rate plus the Applicable Percentage; or (ii) the
Base Rate. Interest on Base Rate Loans when the Base Rate is determined by the
Lender’s “prime rate” shall be calculated on the basis of a year of 365 or 366 days and
actual days elapsed. All other interest hereunder shall be calculated on the basis of
a year of 360 days and actual days elapsed.






The Borrower promises to pay interest (i) for each Eurodollar Rate Loan, (A) on the last day
of the applicable Interest Period, and (B) on the date of any conversion of such Loan to a
Base Rate Loan; (ii) for Base Rate Loans, on the last Business Day of each calendar quarter;
and (iii) for all Loans, on the Maturity Date. If the time for any payment is extended by
operation of law or otherwise, interest shall continue to accrue for such extended period.




After the date any principal amount of any Loan is due and payable (whether on the Maturity
Date, upon acceleration or otherwise), or after any other monetary obligation hereunder
shall have become due and payable (in each case without regard to any applicable grace
periods), the Borrower shall pay, but only to the extent permitted by law, interest (after
as well as before judgment) on such amounts at a rate per annum equal to the Base Rate plus
2%. Furthermore, while any Event of Default exists, the Borrower shall pay interest on the
principal amount of the Loans at a rate per annum equal to the Base Rate plus 2%. Accrued
and unpaid interest on past due amounts shall be payable on demand.




In no case shall interest hereunder exceed the amount that the Lender may charge or collect
under applicable law.




	 	(d)	 	Evidence of Loans. The Loans and all payments thereon shall be evidenced by
the Lender’s loan accounts and records; provided, however, that upon
the request of the Lender, the Loans may be evidenced by a promissory note in the form
of Exhibit B hereto in addition to such loan accounts and records. Such loan
accounts, records and promissory note shall be conclusive absent manifest error of the
amount of the Loans and payments thereon. Any failure to record any Loan or payment
thereon or any error in doing so shall not limit or otherwise affect the obligation of
the Borrower to pay any amount owing with respect to the Loans.






	 	(e)	 	Drawn Fee. The Borrower promises to pay a fee equal to the Applicable Rate
times the actual daily amount of Loans outstanding, payable in arrears on the last
Business Day of each calendar quarter and on the Maturity Date, and calculated on the
basis of a year of 360 days and actual days elapsed.






	 	(f)	 	Repayment. The Borrower promises to pay all Loans then outstanding on the
Maturity Date.






The Borrower shall make all payments required hereunder not later than 2:00 p.m. on the date
of payment in same day funds in Dollars at the office of the Lender as set forth in Schedule
11.02 to the Incorporated Agreement or such other address as the Lender may from time to
time designate in writing.




All payments by the Borrower to the Lender hereunder shall be made to the Lender in full
without set-off or counterclaim and free and clear of and exempt from, and without deduction
or withholding for or on account of, any present or future taxes, levies, imposts, duties or
charges of whatsoever nature imposed by any government or any political subdivision or
taxing authority thereof. The Borrower shall reimburse the Lender for any taxes imposed on
or withheld from such payments (other than taxes imposed on the Lender’s income, and
franchise taxes imposed on the Lender, by the jurisdiction under the laws of which the
Lender is organized or in which its principal office is located or any political subdivision
thereof).




	 	(g)	 	Prepayments. The Borrower may, upon three Business Days’ notice, in the case
of Eurodollar Rate Loans, and upon same-day notice in the case of Base Rate Loans,
prepay Loans on any Business Day; provided that the Borrower pays all Breakage
Costs (if any) associated with such prepayment on the date of such prepayment.
Prepayments of Eurodollar Rate Loans must be accompanied by a payment of interest on
the amount so prepaid. Prepayments of Eurodollar Rate Loans must be in a principal
amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof. Prepayments
of Base Rate Loans must be in a principal amount of $500,000 or a whole multiple of
$100,000, or, if less, the entire principal amount thereof then outstanding.






	 	(h)	 	Commitment Reductions. The Borrower may, upon five Business Days’ notice,
reduce or cancel the undrawn portion of the Commitment, provided, that the
amount of such reduction is not less than $5,000,000 or a whole multiple of $1,000,000
in excess thereof.






	2.	 	Conditions Precedent to Loans.






	 	(a)	 	Conditions Precedent to Initial Loan. As a condition precedent to the initial
Loan hereunder, the Lender must receive the following from the Borrower in form
satisfactory to the Lender:






	 	(i)	 	the enclosed duplicate of this Agreement duly executed and delivered
on behalf of the Borrower;






	 	(ii)	 	a certified borrowing resolution or other evidence of the Borrower’s
authority to borrow;






	 	(iii)	 	a certificate of incumbency;






	 	(iv)	 	if requested by the Lender, a promissory note as contemplated in
Paragraph 1(d) above; and






	 	(v)	 	such other documents and certificates (including legal opinions) as
the Lender may reasonably request.






	 	(b)	 	Conditions to Each Borrowing. As a condition precedent to each borrowing
(including the initial borrowing) of any Loan:






	 	(i)	 	The Borrower must furnish the Lender with, as appropriate, a notice of
borrowing;






	 	(ii)	 	each representation and warranty set forth in Paragraph 3 below shall
be true and correct in all material respects as if made on the date of such
borrowing; and






	 	(iii)	 	no Default shall have occurred and be continuing on the date of such
borrowing.






Each notice of borrowing shall be deemed a representation and warranty by the Borrower that
the conditions referred to in clauses (ii) and (iii) above have been met.




	3.	 	Representations and Warranties. The Borrower represents and warrants that:






	 	(a)	 	Existence and Qualification; Power; Compliance with Laws. It (i) is a
corporation duly organized or formed, validly existing and in good standing under the
laws of the state of its organization or formation, (ii) has the power and authority
and the legal right to (A) own and operate its properties, to lease the properties it
operates and to conduct its business and (B) execute, deliver and perform its
obligations under the Loan Documents, (iii) is duly qualified and in good standing
under the laws of each jurisdiction where its ownership, lease or operation of
properties or the conduct of its business requires such qualification, and (iv) is in
compliance with all laws, except in each case referred to in clause (iii) or clause
(iv), to the extent that failure to do so could not reasonably be expected to have a
Material Adverse Effect.






	 	(b)	 	Power; Authorization; Enforceable Obligations. The execution, delivery and
performance of this Agreement and the other Loan Documents by the Borrower are within
its powers and have been duly authorized by all necessary action, and this Agreement is
and the other Loan Documents, when executed, will be legal, valid and binding
obligations of the Borrower, enforceable in accordance with their respective terms.
The execution, delivery and performance of this Agreement and the other Loan Documents
are not in contravention of law or of the terms of the Borrower’s organic documents and
will not result in the breach of or constitute a default under, or result in the
creation of a lien under any indenture, agreement or undertaking to which the Borrower
is a party or by which it or its property may be bound or affected.






	 	(c)	 	Financial Statements; No Material Adverse Effect. The audited consolidated
balance sheet and statements of earnings and cash flow of the Borrower and its
Subsidiaries as of October 31, 2006, present fairly the consolidated financial
condition of the Borrower and its Subsidiaries as of such date in accordance with
generally accepted accounting principles applied on a consistent basis, and since such
date, there has been no event or circumstance that has or could reasonably be expected
to have a Material Adverse Effect.






	 	(d)	 	No Material Litigation. No litigation or governmental proceeding is pending
or, to the best knowledge of the Borrower, threatened by or against the Borrower which,
if adversely determined, could reasonably be expected to have a Material Adverse
Effect.






	 	(e)	 	No Default. No Default has occurred and is continuing.






	 	(f)	 	Use of Proceeds. The proceeds of the Loans will be used solely for general
corporate purposes and in accordance with requirements of law, and will not be used,
directly or indirectly, immediately, incidentally or ultimately, to purchase or carry
margin stock (within the meaning of Regulation U of the Board of Governors of the
Federal Reserve System) or to extend credit to others for the purpose of purchasing or
carrying margin stock or to refund indebtedness originally incurred for such purpose.






	 	(g)	 	ERISA. Each Plan is in compliance in all material respects with the applicable
provisions of ERISA, the Code, and other Federal or state law, including all
requirements under the Code or ERISA for filing reports, and benefits have been paid in
accordance with the provisions of such Plan except where the failure to be in
compliance in all material respects could not reasonably be expected to have a Material
Adverse Effect.






	 	(h)	 	Environmental Compliance. The Borrower conducts in the ordinary course of
business a review of the effect of existing environmental laws and claims alleging
potential liability or responsibility for violation of any environmental law on their
respective businesses, operations and properties, and as a result thereof the Borrower
have reasonably concluded that such environmental laws and claims could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse
Effect.






	 	(i)	 	Full Disclosure. No statement (whether written or oral) made by the Borrower
to the Lender in connection with this Agreement (including the negotiation hereof), or
in connection with any Loan, contains any untrue statement of a material fact or omits
a material fact necessary to make the statement made not misleading; provided that,
with respect to projected financial information, the Borrower represents only that such
information was prepared in good faith based upon assumptions believed to be reasonable
at the time.






	4.	 	Covenants. So long as principal of and interest on any Loan or any other amount
payable hereunder or under any other Loan Document remains unpaid or unsatisfied and the
Commitment has not been terminated, the Borrower shall comply with all the covenants and
agreements applicable to it contained in Articles VI (Affirmative Covenants) and VII (Negative
Covenants) of the Incorporated Agreement, including for purposes of this Paragraph 4
each Additional Incorporated Agreement Covenant. The covenants and agreements of the Borrower
referred to in the preceding sentence (including all exhibits, schedules and defined terms
referred to therein) are hereby (or, in the case of each Additional Incorporated Agreement
Covenant, shall, upon its effectiveness, be) incorporated herein by reference as if set forth
in full herein with appropriate substitutions, including the following:






	 	(a)	 	all references to “this Agreement” shall be deemed to be references to this
Agreement;






	 	(b)	 	all references to “the Company” shall be deemed to be references to the
Borrower;






	 	(c)	 	all references to “the Administrative Agent”, “the Lenders” and the “Required
Lenders” shall be deemed to be references to the Lender;






	 	(d)	 	all references to “Default” and “Event of Default” shall be deemed to be
references to a Default and an Event of Default, respectively; and






	 	(e)	 	all references to “Revolving Loans” shall be deemed to be references to the
Loans.






All such covenants and agreements so incorporated herein by reference shall survive any
termination, cancellation, discharge or replacement of the Incorporated Agreement.




Any financial statements, certificates or other documents received by the Lender under the
Incorporated Agreement shall be deemed delivered hereunder.




	5.	 	Events of Default. The following are “Events of Default:”






	 	(a)	 	The Borrower fails to pay any principal of any Loan as and on the date when
due; or






	 	(b)	 	The Borrower fails to pay any interest on any Loan, or any drawn fee due
hereunder, or any portion thereof, within five days after the date when due; or the
Borrower fails to pay any other fee or amount payable to the Lender under any Loan
Document, or any portion thereof, within five days after the date due; or






	 	(c)	 	The Borrower fails to comply with any covenant or agreement incorporated herein
by reference pursuant to Paragraph 4 above, subject to any applicable grace
period and/or notice requirement set forth in Section 8.01 of the Incorporated
Agreement (it being understood and agreed that any such notice requirement shall be met
by the Lender’s giving the applicable notice to the Borrower hereunder); or






	 	(d)	 	Any representation, warranty, certification or statement of fact made or deemed
made by or on behalf of the Borrower or any other Loan Party herein, in any other Loan
Document, or in any document delivered in connection herewith or therewith shall be
incorrect or misleading when made or deemed made; or






	 	(e)	 	Any “Event of Default” specified in Section 8.01 of the Incorporated Agreement
(including for purposes of this Paragraph 5(e) each Additional Incorporated
Agreement Event of Default) occurs and is continuing, without giving effect to any
waiver or amendment thereof pursuant to the Incorporated Agreement, it being agreed
that each such “Event of Default” shall survive any termination, cancellation,
discharge or replacement of the Incorporated Agreement.






Upon the occurrence of an Event of Default, the Lender may declare the Commitment to be
terminated, whereupon the Commitment shall be terminated, and/or declare all sums
outstanding hereunder and under the other Loan Documents, including all interest thereon, to
be immediately due and payable, whereupon the same shall become and be immediately due and
payable, without notice of default, presentment or demand for payment, protest or notice of
nonpayment or dishonor, or other notices or demands of any kind or character, all of which
are hereby expressly waived; provided, however, that upon the occurrence of
an actual or deemed entry of an order for relief with respect to the Borrower under the
Bankruptcy Code of the United States of America, the Commitment shall automatically
terminate, and all sums outstanding hereunder and under each other Loan Document, including
all interest thereon, shall become and be immediately due and payable, without notice of
default, presentment or demand for payment, protest or notice of nonpayment or dishonor, or
other notices or demands of any kind or character, all of which are hereby expressly waived.




	6.	 	Miscellaneous.






	 	(a)	 	All financial computations required under this Agreement shall be made, and all
financial information required under this Agreement shall be prepared, in accordance
with generally accepted accounting principles consistently applied.






	 	(b)	 	All references herein and in the other Loan Documents to any time of day shall
mean the local (standard or daylight, as in effect) time of Central time.






	 	(c)	 	The Borrower shall be obligated to pay all Breakage Costs.






	 	(d)	 	If at any time the Lender, in its sole discretion, determines that (i) adequate
and reasonable means do not exist for determining the Eurodollar Rate, or (ii) the
Eurodollar Rate does not accurately reflect the funding cost to the Lender of making
such Loans, the Lender’s obligation to make or maintain Eurodollar Rate Loans shall
cease for the period during which such circumstance exists.






	 	(e)	 	The Borrower shall reimburse or compensate the Lender, upon demand, for all
costs incurred, losses suffered or payments made by the Lender which are applied or
reasonably allocated by the Lender to the transactions contemplated herein (all as
determined by the Lender in its reasonable discretion) by reason of any and all future
reserve, deposit, capital adequacy or similar requirements against (or against any
class of or change in or in the amount of) assets, liabilities or commitments of, or
extensions of credit by, the Lender; and compliance by the Lender with any directive,
or requirements from any regulatory authority, whether or not having the force of law.
The Lender agrees to take reasonable steps to reduce the amount of such costs, losses
or payments, provided that Lender shall not be required to take any such step, if in
Lender’s sole discretion the Lender would suffer any economic, legal or regulatory
disadvantage in connection therewith.






	 	(f)	 	No amendment or waiver of any provision of this Agreement (including any
provision of the Incorporated Agreement incorporated herein by reference pursuant to
Paragraph 4 above and any waiver of Paragraph 5(d) or Paragraph
5(e) above) or of any other Loan Document and no consent by the Lender to any
departure therefrom by the Borrower shall be effective unless such amendment, waiver or
consent shall be in writing and signed by a duly authorized officer of the Lender, and
any such amendment, waiver or consent shall then be effective only for the period and
on the conditions and for the specific instance specified in such writing. No failure
or delay by the Lender in exercising any right, power or privilege hereunder shall
operate as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any other rights, power or
privilege.






	 	(g)	 	Except as otherwise expressly provided herein, notices and other communications
to each party provided for herein shall be in writing and shall be delivered by hand or
overnight courier service, mailed or sent by telecopy to the address provided from time
to time by such party. Any such notice or other communication sent by overnight
courier service, mail or telecopy shall be effective on the earlier of actual receipt
and (i) if sent by overnight courier service, the scheduled delivery date, (ii) if sent
by mail, the fourth Business Day after deposit in the U.S. mail first class postage
prepaid, and (iii) if sent by telecopy, when transmission in legible form is complete.
All notices and other communications sent by the other means listed in the first
sentence of this paragraph shall be effective upon receipt. Notwithstanding anything
to the contrary contained herein, all notices (by whatever means) to the Lender
pursuant to Paragraph 1(b) hereof shall be effective only upon receipt. Any
notice or other communication permitted to be given, made or confirmed by telephone
hereunder shall be given, made or confirmed by means of a telephone call to the
intended recipient at the number specified in writing by such Person for such purpose,
it being understood and agreed that a voicemail message shall in no event be effective
as a notice, communication or confirmation hereunder.






The Lender shall be entitled to rely and act upon any notices (including telephonic notices
of borrowings, conversions and continuations) purportedly given by or on behalf of the
Borrower even if (i) such notices were not made in a manner specified herein, were
incomplete or were not preceded or followed by any other form of notice specified herein, or
(ii) the terms thereof, as understood by the recipient, varied from any confirmation
thereof. The Borrower shall indemnify each Indemnitee from all losses, costs, expenses and
liabilities resulting from the reliance by such Person on each notice purportedly given by
or on behalf of the Borrower. All telephonic notices to and other communications with the
Lender may be recorded by the Lender, and the Borrower hereby consents to such recording.




	 	(h)	 	This Agreement shall inure to the benefit of the parties hereto and their
respective successors and assigns, except that the Borrower may not assign its rights
and obligations hereunder. The Lender may at any time (i) assign all or any part of
its rights and obligations hereunder to any other Person with the consent of the
Borrower, such consent not to be unreasonably withheld, provided that no such
consent shall be required if the assignment is to an affiliate of the Lender or if a
Default exists, and (ii) grant to any other Person participating interests in all or
part of its rights and obligations hereunder without notice to the Borrower. The
Borrower agrees to execute any documents reasonably requested by the Lender in
connection with any such assignment. All information provided by or on behalf of the
Borrower to the Lender or its affiliates may be furnished by the Lender to its
affiliates and to any actual or proposed assignee or participant.






	 	(i)	 	The Borrower shall pay the Lender, on demand, all reasonable out-of-pocket
expenses (including the fees, charges and disbursements of any counsel for the Lender)
incurred by the Lender in connection with the enforcement of this Agreement or any
instruments or agreements executed in connection herewith.






	 	(j)	 	The Borrower shall indemnify and hold harmless the Lender, its affiliates, and
their respective partners, directors, officers, employees, agents and advisors
(collectively the “Indemnitees”) against, and hold each Indemnitee harmless
from, any and all losses, claims, damages, liabilities and related expenses (including
the reasonable fees, charges and disbursements of any counsel for any Indemnitee),
incurred by any Indemnitee or asserted against any Indemnitee by any third party or by
the Borrower arising out of, in connection with, or as a result of (i) the execution or
delivery of this Agreement, any other Loan Document or any agreement or instrument
contemplated hereby or thereby, the performance by the parties hereto of their
respective obligations hereunder or thereunder, or the consummation of the transactions
contemplated hereby or thereby, (ii) any Loan or the use or proposed use of the
proceeds therefrom, (iii) any actual or alleged presence or release of Hazardous
Materials on or from any property owned or operated by the Borrower or any Subsidiary,
or any Environmental Liability related in any way to the Borrower or any Subsidiary, or
(iv) any actual or prospective claim, litigation, investigation or proceeding relating
to any of the foregoing, whether based on contract, tort or any other theory, whether
brought by a third party or by the Borrower, and regardless of whether any Indemnitee
is a party thereto; provided that such indemnity shall not as to any
Indemnitee, be available to the extent that such losses, claims, damages, liabilities
or related expenses (x) are determined by a court of competent jurisdiction by final
and nonappealable judgment to have resulted from the gross negligence or willful
misconduct of such Indemnitee or (y) result from a claim brought by the Borrower
against the Lender for breach in bad faith of the Lender’s obligations hereunder or
under any other Loan Document, if the Borrower has obtained a final and nonappealable
judgment in its favor on such claim as determined by a court of competent jurisdiction.
To the fullest extent permitted by applicable law, the Borrower shall not assert, and
hereby waives, any claim against any Indemnitee, on any theory of liability, for
special, indirect, consequential or punitive damages (as opposed to direct or actual
damages) arising out of, in connection with, or as a result of, this Agreement, any
other Loan Document or any agreement or instrument contemplated hereby, the
transactions contemplated hereby or thereby, any Loan or the use of the proceeds
thereof. No Indemnitee shall be liable for any damages arising from the use by
unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection
with this Agreement or the other Loan Documents or the transactions contemplated hereby
or thereby. The agreements in this Paragraph 6(j) shall survive the termination of the
Commitment and the repayment, satisfaction or discharge of all the other obligations
and liabilities of the Borrower under the Loan Documents. All amounts due under this
Paragraph 6(j) shall be payable within ten Business Days after demand therefor.






	 	(k)	 	(i) The Lender agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a) to its Affiliates’
directors, officers, employees and agents, including accountants, legal counsel and
other advisors (it being understood that the Persons to whom such disclosure is made
will be informed of the confidential nature of such Information and instructed to keep
such Information confidential), (b) to the extent requested by any regulatory authority
(including any self-regulatory authority, such as the National Association of Insurance
Commissioners), (c) to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d) to any other party hereto, (e) in connection
with the exercise of any remedies hereunder or under or any other Loan Document or any
action or proceeding relating to this Agreement or any other Loan Documents or the
enforcement of rights hereunder or thereunder, (f) subject to an agreement containing
provisions substantially the same as those of this section, to (i) any assignee of or
participant in, or any prospective assignee of or participant in, any of its rights or
obligations under this Agreement or (ii) any actual or prospective counterparty (or its
advisors) to any swap or derivative transaction relating to the Borrower and its
obligations, (g) with the consent of the Borrower, or (h) to the extent such
Information (x) becomes publicly available other than as a result of a breach of this
section or (y) becomes available to the Lender on a nonconfidential basis from a source
other than the Borrower provided that such source is not bound by a confidentiality
agreement with the Borrower known to the Lender. For the purposes of this section,
“Information” means all information received from the Borrower relating to the Borrower
or any of its businesses, other than any such information that is available to the
Lender on a nonconfidential basis prior to disclosure by the Borrower or any
Subsidiary, provided that, in the case of information received from the Borrower or any
Subsidiary after the date hereof, such information is clearly identified at the time of
delivery as confidential. Any Person required to maintain the confidentiality of
Information as provided in this section shall be considered to have complied with its
obligation to do so if such Person has exercised the same degree of care to maintain
the confidentiality of such Information as such Person would accord to its own
confidential information.






	 	(l)	 	If any provision of this Agreement or the other Loan Documents is held to be
illegal, invalid or unenforceable, (i) the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be
affected or impaired thereby and (ii) the parties shall endeavor in good faith
negotiations to replace the illegal, invalid or unenforceable provisions with valid
provisions the economic effect of which comes as close as possible to that of the
illegal, invalid or unenforceable provisions. The invalidity of a provision in a
particular jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.






	 	(m)	 	This Agreement may be executed in one or more counterparts, and each
counterpart, when so executed, shall be deemed an original but all such counterparts
shall constitute but one and the same instrument.






	 	(n)	 	THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ARE GOVERNED BY, AND SHALL BE
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. THE BORROWER HEREBY
IRREVOCABLY AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE
NONEXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURT AND EACH STATE COURT IN
THE CITY OF NEW YORK AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO ANY OF THE LOAN DOCUMENTS OR THE TRANSACTIONS
CONTEMPLATED THEREBY, OR FOR RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT. THE BORROWER
IRREVOCABLY CONSENTS TO THE SERVICE OF ANY AND ALL PROCESS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES OF SUCH PROCESS TO THE BORROWER AT ITS ADDRESS SET
FORTH BENEATH ITS SIGNATURE HERETO. THE BORROWER IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING
OF THE VENUE OF ANY SUCH PROCEEDING BROUGHT IN SUCH A COURT AND ANY CLAIM THAT ANY SUCH
PROCEEDING BROUGHT IN SUCH A COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.






	 	(o)	 	THE BORROWER AND THE LENDER EACH WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY
JURY OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF OR RELATED TO THIS
AGREEMENT, THE OTHER LOAN DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.






	 	(p)	 	The Lender hereby notifies the Borrower that pursuant to the requirements of
the USA PATRIOT Act (Title III of Pub.L. 107-56 (signed into law October 26, 2001))
(the “Act”), the Lender is required to obtain, verify and record information
that identifies the Borrower, which information includes the name and address of the
Borrower and other information that will allow the Lender to identify the Borrower in
accordance with the Act.






	 	(q)	 	THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS REPRESENT THE FINAL AGREEMENT
BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS,
OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.




1









Please indicate your acceptance of the Commitment on the foregoing terms and conditions by
returning an executed copy of this Agreement to the undersigned not later than March 5, 2007.




BANK OF AMERICA, N.A.




By: /s/ Charles R. Dickerson

Name: Charles R. Dickerson

Title: Managing Director




Accepted and Agreed to as of the date first written above:



THE TORO COMPANY



By:      /s/ Stephen P. Wolfe     





Name: Stephen P. Wolfe

Title: Vice President of Finance and Chief Financial Officer



Date: March 5, 2007



By:      /s/ J. Lawrence McIntyre _





Name: J. Lawrence McIntyre

Title: Vice President, Secretary, and General Counsel



Date: March 5, 2007



2




EXHIBIT A




DEFINITIONS




	 	 	 
	Additional Incorporated

Agreement Covenant:

Additional Incorporated

Agreement Event of Default:

Affiliate:

Agreement:

Applicable Rate

	 	

A covenant or agreement that is added to Article VI (Affirmative Covenants) or VII (Negative

Covenants) of the Incorporated Agreement after the date hereof, as such covenant or agreement

is in effect on the date so added, without giving effect to any subsequent amendment or other

modification thereof.



An “Event of Default” that is added to Section 8.01 of the Incorporated Agreement after the

date hereof, as such “Event of Default” is in effect on the date so added, without giving

effect to any subsequent amendment or other modification thereof.

Has the meaning set forth in the Incorporated Agreement.

This letter agreement, as amended, restated, extended, supplemented or otherwise modified in

writing from time to time.

The following percentages per annum, based upon (i) the ratio of (A) total Indebtedness to

(B) the sum Consolidated EBIT plus depreciation and amortization expense for such period, and

(ii) the Debt Rating as set forth below:






Applicable Rate




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Total Indebtedness	 	 	 	 	 	 
	Pricing	 	to Consolidated	 	 	 	 	 	 
	Level	 	EBITDA Ratio	 	Debt Ratings S&P/Moody’s	 	Drawn Fee	 	Eurocurrency Rate
	1

	 	Less than or equal

to 0.50x
	 	

3 BBB+/Baa1
	 	

0.100%
	 	

0.400%

	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	2

	 	Less than or equal

to 1.50x but

greater than 0.50x
	 	



BBB/Baa2
	 	



0.125%
	 	



0.500%

	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	3

	 	Less than or equal

to 2.00x but

greater than 1.50x
	 	



BBB-/Baa3
	 	



0.150%
	 	



0.600%

	 

	 	 
	 	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	4

	 	Greater than 2.00x
	 	£ BB+/Ba1
	 	 	0.175	%	 	 	0.700	%
	 

	 	 
	 	 
	 	 	 	 	 	 	 	 






	 	 	 
	Base Rate:

Base Rate Loan:

Breakage Costs:

Business Day:

Code:

Default:

Dollar or $:

Environmental Laws:

Environmental Liability:

ERISA:

Eurodollar Rate:

	 	For the purposes of this definition, capitalized terms not otherwise defined herein shall

have the meanings as specified therefor in the Incorporated Agreement as in effect on the date

hereof without giving effect to any amendments after the date hereof.

For any day, a fluctuating rate per annum equal to the higher of (a) the Federal Funds Rate plus

1/2 of 1% and (b) the rate of interest in effect for such day as publicly announced from time to

time by the Lender as its “prime rate.” The Lender’s prime rate is a rate set by the Lender

based upon various factors including the Lender’s costs and desired return, general economic

conditions and other factors, and is used as a reference point for pricing some loans, which may

be priced at, above, or below such announced rate. Any change in the prime rate announced by

the Lender shall take effect at the opening of business on the day specified in the public

announcement of such change.

A Loan bearing interest based on the Base Rate.

Any loss, cost or expense incurred by the Lender (including any loss of anticipated profits and

any loss or expense arising from the liquidation or reemployment of funds obtained by the Lender

to maintain the relevant Eurodollar Rate Loan or from fees payable to terminate the deposits

from which such funds were obtained) as a result of (i) any continuation, conversion, payment or

prepayment of any Eurodollar Rate Loan on a day other than the last day of the Interest Period

therefor (whether voluntary, mandatory, automatic, by reason of acceleration, or otherwise); or

(ii) any failure by the Borrower (for a reason other than the failure of the Lender to make a

Loan when all conditions to making such Loan have been met by the Borrower in accordance with

the terms hereof) to prepay, borrow, continue or convert any Eurodollar Rate Loan on a date or

in the amount notified by the Borrower. The certificate of the Lender as to its costs of funds,

losses and expenses incurred shall be conclusive absent manifest error.

Any day other than a Saturday, Sunday, or other day on which commercial banks are authorized to

close under the laws of, or are in fact closed in, the State of New York or the state where the

Lender’s lending office is located and, if such day relates to any Eurodollar Rate Loan, means

any such day on which dealings in Dollar deposits are conducted by and between banks in the

London interbank eurodollar market.

The Internal Revenue Code of 1986, as amended from time to time.

Any event or condition that constitutes an Event of Default or that, with the giving of any

notice, the passage of time, or both, would be an Event of Default.

The lawful currency of the United States of America.

Any and all Federal, state, local, and foreign statutes, laws, regulations, ordinances, rules,

judgments, orders, decrees, permits, concessions, grants, franchises, licenses, agreements or

governmental restrictions relating to pollution and the protection of the environment or the

release of any materials into the environment, including those related to hazardous substances

or wastes, air emissions and discharges to waste or public systems.

Any liability, contingent or otherwise (including any liability for damages, costs of

environmental remediation, fines, penalties or indemnities), of the Borrower or any Subsidiary

directly or indirectly resulting from or based upon (a) violation of any Environmental Law, (b)

the generation, use, handling, transportation, storage, treatment or disposal of any Hazardous

Materials, (c) exposure to any Hazardous Materials, (d) the release or threatened release of any

Hazardous Materials into the environment or (e) any contract, agreement or other consensual

arrangement pursuant to which liability is assumed or imposed with respect to any of the

foregoing.

The Employee Retirement Income Security Act of 1974 and any regulations issued pursuant thereto,

as amended from time to time.

For any Interest Period with respect to any Eurodollar Rate Loan, a rate per annum determined

pursuant to the following formula:
	
 
	 	Eurodollar Rate = Eurodollar Base Rate
	
 
	 	 







1.00 – Eurodollar Reserve Percentage




Where,




“Eurodollar Base Rate” means, for such Interest Period, the
rate per annum equal to the British Bankers Association LIBOR Rate
(“BBA LIBOR”), as published by Reuters (or other commercially
available source providing quotations of BBA LIBOR as designated by
the Lender from time to time) at approximately 11:00 a.m., London
time, two Business Days prior to the commencement of such Interest
Period, for Dollar deposits (for delivery on the first day of such
Interest Period) with a term equivalent to such Interest Period. If
such rate is not available at such time for any reason, then the
“Eurodollar Base Rate” for such Interest Period shall be the rate per
annum determined by the Lender to be the rate at which deposits in
Dollars for delivery on the first day of such Interest Period in same
day funds in the approximate amount of the Eurodollar Rate Loan being
made, continued or converted by the Lender and with a term equivalent
to such Interest Period would be offered by the Lender’s London
Branch to major banks in the London interbank eurodollar market at
their request at approximately 11:00 a.m. (London time) two Business
Days prior to the commencement of such Interest Period.




“Eurodollar Reserve Percentage” means, for any day during any
Interest Period, the reserve percentage (expressed as a decimal,
carried out to five decimal places) in effect on such day applicable
to the Lender under regulations issued from time to time by the Board
of Governors of the Federal Reserve System for determining the
maximum reserve requirement (including any emergency, supplemental or
other marginal reserve requirement) with respect to Eurocurrency
funding (currently referred to as “Eurocurrency liabilities”). The
Eurodollar Rate for each outstanding Eurodollar Rate Loan shall be
adjusted automatically as of the effective date of any change in the
Eurodollar Reserve Percentage.



	 	 	 
	Eurodollar Rate Loan:

Event of Default:

	 	A Loan bearing interest based on the Eurodollar Rate.

Has the meaning set forth in Paragraph 5.
	
 
	 	 
	Federal Funds Rate:

Hazardous Materials:

Incorporated Agreement:

Indemnitee:

	 	For any day, the rate per annum equal to the weighted average of the rates on overnight Federal

funds transactions with members of the Federal Reserve System arranged by Federal funds brokers

on such day, as published by the Federal Reserve Bank of New York on the Business Day next

succeeding such day; provided that (a) if such day is not a Business Day, the Federal Funds Rate

for such day shall be such rate on such transactions on the next preceding Business Day as so

published on the next succeeding Business Day, and (b) if no such rate is so published on such

next succeeding Business Day, the Federal Funds Rate for such day shall be the average rate

(rounded upward, if necessary, to a whole multiple of 1/100 of 1%) charged to the Lender on such

day on such transactions as determined by the Lender.

All explosive or radioactive substances or wastes and all hazardous or toxic substances, wastes

or other pollutants, including petroleum or petroleum distillates, asbestos or

asbestos-containing materials, polychlorinated biphenyls, radon gas, infectious or medical wastes

and all other substances or wastes of any nature regulated pursuant to any Environmental Law.

The Credit Agreement, dated as of September 8, 2004, among the Borrower, Toro Credit Company,

Toro Manufacturing LLC, Exmark Manufacturing Company Incorporated, Toro International Company

Tover Overseas, B.V., Toro Factoring Company Limited, Bank of America, as Administrative Agent,

Swing Line Lender and L/C Issuer, and the Lenders party thereto (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, and as from time to time further amended, modified, supplemented, restated, or

amended and restated). Unless otherwise specified herein, all references to the Incorporated

Agreement shall mean the Incorporated Agreement as in effect on the date hereof, without giving

effect to any amendment, supplement or other modification thereto or thereof after the date

hereof.

Has the meaning set forth in Paragraph 6(j).
	
 
	 	 
	Interest Period:

	 	For each Eurodollar Rate Loan, (a) initially, the period commencing on the date the Eurodollar

Rate Loan is disbursed or converted from a Base Rate Loan and (b) thereafter, the period

commencing on the last day of the preceding Interest Period, and, in each case, ending on the

earlier of (x) the Maturity Date and (y) one, two or three months thereafter, as requested by the

Borrower; provided that:







(i) any Interest Period that would otherwise end on a
day that is not a Business Day shall be extended to the next
succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period
shall end on the next preceding Business Day; and




(ii) any Interest Period which begins on the last
Business Day of a calendar month (or on a day for which there
is no numerically corresponding day in the calendar month at
the end of such Interest Period) shall end on the last
Business Day of the calendar month at the end of such
Interest Period.



	 	 	 
	Loan Documents:

Material Adverse Effect:

Maturity Date:

Person:

Plan:

Subsidiary:

	 	This Agreement, and the promissory note and

fee letter, if any, delivered in connection

with this Agreement.

(a) A material impairment of the ability of

the Borrower to perform its obligations

under any Loan Document; or (b) a material

adverse effect upon the legality, validity,

binding effect or enforceability against

the Borrower of any Loan Document.

June 4, 2007, or such earlier date on which

the Commitment may terminate in accordance

with the terms hereof.

Any natural person, corporation, limited

liability company, trust, joint venture,

association, company, partnership,

governmental authority or other entity.

Any employee benefit plan maintained or

contributed to by the Borrower or by any

trade or business (whether or not

incorporated) under common control with the

Borrower within the meaning of Section

414(b) or (c) of the Code (and Sections

414(m) and (o) of the Code for purposes of

provisions relating to Section 412 of the

Code) and insured by the Pension Benefit

Guaranty Corporation under Title IV of

ERISA.

With respect to any Person, a corporation,

partnership, joint venture, limited

liability company or other business entity

of which a majority of the shares of

securities or other interests having

ordinary voting power for the election of

directors or other governing body (other

than securities or interests having such

power only by reason of the happening of a

contingency) are at the time beneficially

owned, or the management of which is

otherwise controlled, directly, or

indirectly through one or more

intermediaries, or both, by such Person.

Unless otherwise specified, all references

herein to a “Subsidiary” or to

“Subsidiaries” refer to a Subsidiary or

Subsidiaries of the Borrower.






3




EXHIBIT B




FORM OF PROMISSORY NOTE




March 5, 2007




FOR VALUE RECEIVED, the undersigned, THE TORO COMPANY, a Delaware corporation (the
“Borrower”), hereby promises to pay to the order of BANK OF AMERICA, N.A. (the
“Lender”) the principal amount of all Loans made by the Lender to the Borrower pursuant to
the letter agreement, dated as of even date herewith (such letter agreement, as it may be amended,
restated, extended, supplemented or otherwise modified from time to time, being hereinafter called
the “Agreement”), between the Borrower and the Lender, on the Maturity Date. The Borrower
further promises to pay interest on the unpaid principal amount of the Loans evidenced hereby from
time to time at the rates, on the dates, and otherwise as provided in the Agreement.



The loan account records maintained by the Lender shall at all times be conclusive evidence,
absent manifest error, as to the amount of the Loans and payments thereon; provided,
however, that any failure to record any Loan or payment thereon or any error in doing so
shall not limit or otherwise affect the obligation of the Borrower to pay any amount owing with
respect to the Loans.



This promissory note is the promissory note referred to in, and is entitled to the benefits
of, the Agreement, which Agreement, among other things, contains provisions for acceleration of the
maturity of the Loans evidenced hereby upon the happening of certain stated events and also for
prepayments on account of principal of the Loans prior to the maturity thereof upon the terms and
conditions therein specified.



Unless otherwise defined herein, terms defined in the Agreement are used herein with their
defined meanings therein. This promissory note shall be governed by, and construed in accordance
with, the laws of the State of New York.




THE TORO COMPANY




By:      /s/ Stephen P. Wolfe     

Name: Stephen P. Wolfe

Title: Vice President of Finance and Chief

Financial Officer





By:      /s/ J. Lawrence McIntyre _

Name: J. Lawrence McIntyre

Title: Vice President, Secretary, and General

Counsel





4