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                                                                   EXHIBIT 10(p)

                 AMENDMENT NO. 2 TO MULTI-YEAR CREDIT AGREEMENT

         This Amendment No. 2 to Multi-Year Credit Agreement (this "Agreement")
dated as of July 9, 2003 is made by and among THE TORO COMPANY, a Delaware
corporation ("Toro"), the SUBSIDIARY BORROWERS (as defined in the Credit
Agreement, defined below), TORO CREDIT COMPANY, a Minnesota corporation
("Credit" and together with Toro and the Subsidiary Borrowers, the "Companies"),
EXMARK MANUFACTURING COMPANY INCORPORATED, a Nebraska corporation ("Exmark"),
BANK OF AMERICA, N.A., in its capacity as administrative agent (in such
capacity, the "Agent") and each of the Banks (as defined in the Credit
Agreement, defined below) signatory hereto.

                              W I T N E S S E T H:

         WHEREAS, the Companies, the Agent and the Banks have entered into that
certain Multi-Year Credit Agreement dated as of February 22, 2002, as amended by
that certain Amendment No. 1 to Multi-Year Credit Agreement dated December 11,
2002 (as hereby further amended and as from time to time hereafter further
amended, modified, supplemented, restated, or amended and restated, the "Credit
Agreement"; the capitalized terms as used in this Agreement not otherwise
defined herein shall have the respective meanings given thereto in the Credit
Agreement), pursuant to which the Banks have made available to the Companies a
revolving credit facility (including a letter of credit facility and a swing
line facility); and

         WHEREAS, the Companies have advised the Agent and the Banks that Toro
intends to enter into, concurrently with the execution and delivery of this
Agreement, a receivables purchase facility providing for the sale of
Receivables; and

         WHEREAS, Exmark will become a Subsidiary Borrower under the Credit
Agreement; and

         WHEREAS, the Companies have advised the Agent and the Banks that the
Companies desire to amend certain provisions of the Credit Agreement as set
forth herein, and the Agent and the Banks have agreed so to amend the Credit
Agreement on the terms and conditions set forth herein;

         NOW, THEREFORE, in consideration of the premises and further valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties hereto agree as follows:

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

                  (a)      Section 1.1 is hereby amended by inserting the
         following new definition in the appropriate alphabetical order:

                  "'Exmark,' means Exmark Manufacturing Company Incorporated, a
                  Nebraska corporation."

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                  (b)      Section 1.1 is hereby amended by deleting clause (h)
         from the definition of "Indebtedness" and inserting the following in
         lieu thereof:

                  "(h)(i) the unpaid amount of all Receivables sold by any
                  Company (other than Receivables sold pursuant to the
                  Receivables Purchase Facility) and (ii) the unpaid principal
                  amount of all Loans (as defined in the Receivables Purchase
                  Facility) owing by Toro Receivables Company or any Affiliate
                  thereof or successor thereto as Borrower under the Receivables
                  Purchase Facility; and"

                  (c)      Section 1.1 is hereby amended by adding the following
         language to the end of the definition of "Material Subsidiary":

                  "; provided, that Toro Receivables Company and each successor
                  thereto as purchaser and borrower under the Receivables
                  Purchase Facility shall not be Material Subsidiaries."

                  (d)      Section 1.1 is hereby amended by inserting the
         following definition of "Receivables Loan Agreement" in the appropriate
         alphabetical order:

                  "'Receivables Loan Agreement' shall have the meaning set forth
                  in the definition of 'Receivables Purchase Facility' in
                  Section 1.1."

                  (e)      Section 1.1 is hereby amended by deleting the
         definition of "Receivables Purchase Facility" in its entirety and
         inserting the following definition in lieu thereof:

                  "'Receivables Purchase Facility' means, collectively, (A) that
                  certain Receivables Purchase Agreement dated as of July 9,
                  2003 between Toro Receivables Company, as Purchaser, Toro, as
                  the Originator, and (B) that certain Loan Agreement dated as
                  of July 9, 2003 ('Receivables Loan Agreement') among Toro
                  Receivables Company, as Borrower, Toro, as Servicer, Three
                  Pillars Funding Corporation, as Lender, and SunTrust Capital
                  Markets, Inc., as Administrator, each reasonably acceptable in
                  form and substance to the Administrative Agent and the
                  Required Banks and each of which shall not be amended in any
                  manner disadvantageous to the Banks or the Originator without
                  the prior written consent of the Required Banks."

                  (f)      Section 1.1 is hereby amended by deleting the
         definition of "Subsidiary Borrowers" in its entirety and inserting the
         following definition in lieu thereof:

                  "'Subsidiary Borrowers' means, collectively, Toro
                  International Company, a Minnesota corporation, Tover Overseas
                  B.V., a Netherlands company, Toro Factoring Company Limited, a
                  Guernsey, Channel Islands company, Manufacturing and Exmark."

                  (g)      Article VI is hereby amended by adding the following
         new Section 6.16:

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<PAGE>

                  "6.16 Tax Shelter Regulations. The Companies do not intend to
                  treat the Loans and/or Letters of Credit and related
                  transactions as being a 'reportable transaction' (within the
                  meaning of Treasury Regulation Section 1.6011-4). In the event
                  the Companies determine to take any action inconsistent with
                  such intention, Toro will promptly notify the Administrative
                  Agent thereof. If the Companies so notify the Administrative
                  Agent, the Companies acknowledge that one or more of the Banks
                  may treat its Loans and/or its interest in Swing Line Loans
                  and/or Letters of Credit as part of a transaction that is
                  subject to Treasury Regulation Section 301.6112-1, and such
                  Bank or Banks, as applicable, will maintain the lists and
                  other records required by such Treasury Regulation."

                  (h)      Section 7.2 is hereby amended by adding the following
         new Section 7.2(e):

                  "(e) promptly after Toro has notified the Administrative Agent
                  of any intention by the Companies to treat the Loans and/or
                  Letters of Credit and related transactions as being a
                  "reportable transaction" (within the meaning of Treasury
                  Regulation Section 1.6011-4), a duly completed copy of IRS
                  Form 8886 or any successor form."

                  (i)      Section 8.2(d) is hereby amended by deleting such
         section in its entirety and inserting the following in lieu thereof:

                  "(d) dispositions by the Originator of Receivables pursuant to
                  the Receivables Purchase Facility, provided that (I) the
                  aggregate outstanding principal amount of loans made to the
                  SPV in connection with the Receivables Purchase Facility shall
                  not at any time exceed $100,000,000, and (II) at no time shall
                  the SPV for any reason, whether pursuant to Contractual
                  Obligations, Organizational Documents, or otherwise, be
                  limited or restricted in its ability to make Restricted
                  Payments to Toro or otherwise transfer property to Toro."

                  (j)      Section 8.8 is hereby amended by inserting the
         following language at the end of such Section 8.8:

                  "Toro Receivables Company and each successor thereto as
                  purchaser and borrower under the Receivables Purchase Facility
                  may not engage in any business other than acting as an SPV in
                  connection with a Receivables Purchase Facility."

                  (k)      Section 8.11 is hereby amended by deleting such
         section in its entirety and inserting the following in lieu thereof:

                  "8.11 Toro, Credit, Manufacturing and Exmark Portion of
                  Assets. The consolidated total assets of Toro, Credit,
                  Manufacturing and Exmark at the end of each fiscal year shall
                  not be less than 67% of the consolidated total assets of Toro
                  and its Subsidiaries at such time."

                  (1)      Section 9.1(e)(ii) is hereby amended and restated in
         its entirety as follows:

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                  "(ii)(A) there occurs any Purchase Termination Event as
                  defined in the Receivables Purchase Facility or any other
                  termination, liquidation, unwind or similar event or
                  circumstance under the Receivables Purchase Facility other
                  than a voluntary termination by any Company or a scheduled
                  termination, as a result of which the SPV has ceased
                  purchasing such Receivables from the Originator and all loans
                  and obligations owing by the SPV have become immediately due
                  and payable (any such event or circumstance referred to as a
                  "Receivables Purchase Facility Termination") other than any
                  such Receivables Purchase Facility Termination that arises
                  solely as a result of (i) a down-grading of the credit rating
                  of any bank or financial institution not affiliated with the
                  Companies that provides liquidity, credit or other support in
                  connection with such facility; (ii) termination of the
                  Lender's Commitment by the Lender (as those two terms are
                  defined in the Receivables Loan Agreement) pursuant to the
                  terms of Section 2.5 of the Receivables Loan Agreement; (iii)
                  failure on the part of the Lender to pay amounts due under the
                  Receivables Loan Agreement for reasons stated in Section 15.14
                  of the Receivables Loan Agreement (iv) the occurrence of an
                  Amortization Event (other than those described in subsections
                  10.2(a), 10.2(g) and 10.2(h)(i) and (ii) of the Receivables
                  Loan Agreement) as that term is defined in the Receivables
                  Loan Agreement or (v) breach of a covenant contained in the
                  Receivables Purchase Facility and this Agreement if the Banks
                  have previously waived compliance with such covenant under the
                  terms of this Agreement with respect to the particular
                  instance of non-compliance giving rise to the breach of such
                  covenant under the Receivables Purchase Facility, it being
                  acknowledged by the Companies that no waiver by the Banks of
                  compliance with the provisions of this Agreement in any
                  particular instance shall constitute a waiver under either
                  this Agreement or the Receivables Purchase Facility of any
                  future non-compliance with such provision and"

                  (m)      Section 12.8 is hereby amended by inserting the
         following language at the end of such Section 12.8:

                  "Notwithstanding anything herein to the contrary, the
                  Administrative Agent and each Bank may disclose without
                  limitation of any kind, any information with respect to the
                  "tax treatment" and "tax structure" (in each case, within the
                  meaning of Treasury Regulation Section 1.6011-4) of the
                  transactions contemplated hereby) and all materials of any
                  kind (including opinions or other tax analyses) that are
                  provided to the Administrative Agent or such Bank relating to
                  such tax treatment and tax structure; provided that with
                  respect to any document or similar item that in either case
                  contains information concerning the tax treatment or tax
                  structure of the transaction as well as other information,
                  this sentence shall only apply to such portions of the
                  document or similar item that relate to the tax treatment or
                  tax structure of the Loans, Letters of Credit and transactions
                  contemplated hereby."

                  (n)      Section 12.18 is hereby amended by deleting such
         section in its entirety and inserting the following in lieu thereof:

                                       4
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                  "12.18 Liability of the Companies. All obligations of Toro,
                  Credit, Manufacturing and Exmark or any one of them under this
                  Agreement and the other Loan Documents to which they are a
                  party, shall be joint and several obligations of Toro, Credit,
                  Manufacturing and Exmark, except only Toro shall be liable for
                  the obligations of the Subsidiary Borrowers under Article XI
                  hereof. All obligations of the Subsidiary Borrowers (other
                  than Manufacturing and Exmark) under this Agreement and all of
                  the other Loan Documents shall be several and not joint, the
                  result of which shall be that each Subsidiary Borrower (other
                  than Manufacturing and Exmark) is obligated to repay only
                  those Loans made by the Banks to such Subsidiary Borrower and
                  interest, fees, expenses and other obligations owing by such
                  Subsidiary Borrower in connection with such Loans."

                  (o)      Section 4(b)(i) of Exhibit C, the Form of Compliance
         Certificate, is hereby deleted in its entirety.

                  (p)      The Credit Agreement and all exhibits thereto are
         amended to delete the definition of "364-Day Credit Agreement" and all
         uses thereof and references thereto.

         2.       Conditions Precedent. The effectiveness of this Agreement and
the amendments to the Credit Agreement herein provided are subject to the
satisfaction of the following conditions precedent:

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

                           (i)      ten (10) original counterparts of this
                  Agreement, duly executed by the Companies, Exmark, the Agent,
                  and the Required Banks, together with all schedules and
                  exhibits thereto duly completed;

                           (ii)     a Revolving Note executed by Exmark and
                  delivered to each of the Banks;

                           (iii)    a copy of the resolutions of the board of
                  directors of Exmark authorizing the transactions contemplated
                  under the Loan Documents and this Agreement, certified as of
                  the date hereof by the Secretary or Assistant Secretary of
                  Exmark;

                           (iv)     a certificate of the Secretary or Assistant
                  Secretary of Exmark certifying the names and true signatures
                  of the officers of Exmark authorized to execute, deliver and
                  perform, as applicable, this Agreement, and all other Loan
                  Documents to be delivered by it hereunder;

                           (v)      a copy of the Organizational Documents of
                  Exmark as in effect on the date hereof, certified by the
                  Secretary or Assistant Secretary of Exmark;

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                           (vi)     a certificate of good standing or similar
                  status as may be available for Exmark from the applicable
                  Governmental Authority of its jurisdiction of incorporation
                  and its principal place of business;

                           (vii)    a certificate of a Responsible Officer
                  demonstrating compliance with Section 8.11 as amended hereby
                  as of January 31, 2003 together with a consolidating balance
                  sheet of Toro and its Subsidiaries as of such date;

                           (viii)   a copy of each of the executed Receivables
                  Purchase Agreement and the executed Receivables Loan Agreement
                  referred to in the definition of Receivables Purchase Facility
                  and permitted under Section 8.2(d) of the Credit Agreement
                  certified by a Responsible Officer as being true, correct and
                  complete; and

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

                  (b)      all fees and expenses payable to the Agent and the
         Banks (including the fees and expenses of counsel to the Agent) accrued
         to date, including all fees associated with this Agreement, shall have
         been paid in full.

         3.       Joinder of Exmark. Exmark hereby agrees that, by its execution
of this Agreement, Exmark hereby becomes a party to the Credit Agreement, and is
and shall be for all purposes a "Subsidiary Borrower" and a "Company" under the
Credit Agreement, and shall have, and hereby unconditionally, absolutely and
irrevocably assumes, joint and several liability for all of the obligations of a
Company and a Subsidiary Borrower thereunder as if it had manually executed the
Credit Agreement. Exmark hereby ratifies, as of the date hereof, and agrees to
be bound by, all of the terms, provisions and conditions contained in the Credit
Agreement applicable to each Subsidiary Borrower, to each Company and
specifically to itself.

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

         5.       Representations and Warranties. In order to induce the Agent
and the Banks to enter into this Agreement, each of the Companies and Exmark
represents and warrants to the Agent and the Banks as follows:

                  (a)      The representations and warranties in Article VI of
         the Credit Agreement (after giving effect to this Agreement) and in
         each of the other Loan Documents to which such Company or Exmark is a
         party are true and correct in all material respects on and as of the
         date hereof, except to the extent that such representations and
         warranties expressly relate to an earlier date;

                  (b)      There does not exist any pending or threatened
         action, suit, investigation or proceeding in any court or before any
         arbitrator or Governmental Authority that purports (A) to have a
         Material Adverse Effect on Exmark or any of the Companies or their
         Subsidiaries, or (B) to affect any transaction contemplated under this
         Agreement or

                                       6
<PAGE>

         any Loan Document or the ability of any Company or Exmark to perform
         its respective obligations under this Agreement or any Loan Document;

                  (c)      There has occurred since October 31, 2002, no 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;

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

                  (e)      Toro's Debt Rating as of the date hereof is Baa3 by
         Moody's and BBB- by S&P.

         6.       Entire Agreement. This Agreement, 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 Agreement may be changed,
modified, waived or canceled orally or otherwise, except as permitted pursuant
to Section 12.1 of the Credit Agreement.

         7.       Full Force and Effect of Agreement. 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 Agreement 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.

         9.       Governing Law. This Agreement 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 Agreement 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 Agreement shall be binding upon
and inure to the benefit of the Companies, Exmark, the Agent and each of the
Banks, and their respective successors, assigns and legal representatives;
provided, however, that neither Exmark nor any

                                       7
<PAGE>

Company, without the prior consent of the Required Banks, may assign any rights,
powers, duties or obligations hereunder.

         13.      Expenses. The Companies and Exmark agree to pay to the Agent
all reasonable out-of-pocket expenses incurred or arising in connection with the
negotiation and preparation of this Agreement.

                            [SIGNATURE PAGES FOLLOW.]

                                       8
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         IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 2
to Multi-Year Credit Agreement to be made, executed and delivered by their duly
authorized officers as of the day and year first above written.

                                       THE TORO COMPANY

                                       By: /s/ J. Lawrence McIntyre
                                           -------------------------------------
                                       Name:   J. Lawrence McIntyre
                                       Title:  Vice President, Secretary, and
                                               General Counsel

                                       TORO CREDIT COMPANY

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

                                       TORO INTERNATIONAL COMPANY

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

                                       TOVER OVERSEAS, B.V.

                                       By: /s/ Robert Buitendijk
                                           -------------------------------------
                                       Name:   Temmes Management Services B.V.
                                       Title:  Director

                                       TORO FACTORING COMPANY LIMITED (formerly
                                       TORO FACTORING COMPANY, N.V.)

                                       By: /s/ J. Lawrence McIntyre
                                           -------------------------------------
                                       Name:   J. Lawrence McIntyre
                                       Title:  Director

                              Signature Page 1 of 9

<PAGE>

                                       TORO MANUFACTURING LLC

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

                                       EXMARK MANUFACTURING COMPANY INCORPORATED

                                       By: /s/ Stephen P. Wolfe
                                           -------------------------------------
                                       Name:   Stephen P. Wolfe
                                       Title:  Chief Financial Officer

                             Signature Page 2 of 9
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                                       BANK OF AMERICA, N.A., as Administrative
                                       Agent

                                       By: /s/ Jeffrey A. Armitage
                                           -------------------------------------
                                       Name:   Jeffrey A. Armitage
                                       Title:  Principal

                              Signature Page 3 of 9

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                                       BANK OF AMERICA, N.A.,
                                       as Issuing Bank, Swing Line Bank and a
                                       Bank

                                       By: /s/ Jeffrey A. Armitage
                                           -------------------------------------
                                       Name:   Jeffrey A. Armitage
                                       Title:  Principal

                              Signature Page 4 of 9

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                                       WELLS FARGO BANK, NATIONAL ASSOCIATION as
                                       a Bank

                                       By: /s/ Scott D.Bjelde
                                           -------------------------------------
                                       Name:   Scott D.Bjelde
                                       Title:  Vice President and Senior Banker
                                               Wells Fargo Bank, National
                                               Association

                                       By: /s/ Christopher A. Cudak
                                           -------------------------------------
                                       Name:   Christopher A. Cudak
                                       Title:  Senior Vice President
                                               Wells Fargo Bank, National
                                               Association

                              Signature Page 5 of 9

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                                       THE BANK OF NEW YORK, as a Bank

                                       By: /s/ JOHN-PAUL MAROTTA
                                           -------------------------------------
                                       Name:   JOHN-PAUL MAROTTA
                                       Title:  VICE PRESIDENT

                              Signature Page 6 of 9

<PAGE>

                                       HARRIS TRUST AND SAVINGS BANK, as a Bank

                                       By: /s/ ANDREW T. CLAAR
                                           -------------------------------------
                                       Name:   ANDREW T. CLAAR
                                       Title:  VICE PRESIDENT

                              Signature Page 7 of 9

<PAGE>

                                       U.S. BANK NATIONAL ASSOCIATION, as a Bank

                                       By: /s/ Aimee P. Brantseg
                                           -------------------------------------
                                       Name:   Aimee P. Brantseg
                                       Title:  Corporate Banking Officer

                              Signature Page 8 of 9

<PAGE>

                                       SUNTRUST BANK, as a Bank

                                       By: /s/ Molly J. Drennan
                                           -------------------------------------
                                       Name:   Molly J. Drennan
                                       Title:  Director

                              Signature Page 9 of 9