<PAGE>

                                                                   EXHIBIT 10(n)

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                           MULTI-YEAR CREDIT AGREEMENT

                          Dated as of February 22, 2002

                                      among

                                THE TORO COMPANY,
                            THE SUBSIDIARY BORROWERS
                                       and
                               TORO CREDIT COMPANY
                                  as Borrowers,

                              BANK OF AMERICA, N.A.
  as Administrative Agent, Swing Line Bank, Letter of Credit Issuing Bank and
                                     Bank,

                                       and

                  THE OTHER FINANCIAL INSTITUTIONS PARTY HERETO

                                       and

                         U.S. BANK NATIONAL ASSOCIATION
                                       and
                                  SUNTRUST BANK
                            as Co-Syndication Agents,

                                       and

                          HARRIS TRUST AND SAVINGS BANK
                                       and
                     WELLS FARGO BANK, NATIONAL ASSOCIATION
                           as Co-Documentation Agents,

                                       and

                         BANC OF AMERICA SECURITIES LLC
                   as Sole Lead Arranger and Sole Book Manager

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<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                                PAGE
<S>                                                                                                             <C>
ARTICLE I.            DEFINITIONS

         1.1      Certain Defined Terms......................................................................     1
         1.2      Other Interpretive Provisions..............................................................    23
         1.3      Accounting Principles......................................................................    24

ARTICLE II.           THE CREDITS

         2.1      Amounts and Terms of Commitments...........................................................    27
         2.2      Loan Accounts..............................................................................    28
         2.3      Procedure for Borrowing....................................................................    29
         2.4      Conversion and Continuation Elections for Borrowings.......................................    30
         2.5      The Swing Loan Facility....................................................................    31
         2.6      Voluntary Termination or Reduction of Commitments..........................................    32
         2.7      Optional Prepayments.......................................................................    33
         2.8      Repayment of Loans.........................................................................    33
         2.9      Interest...................................................................................    33
         2.10     Fees.......................................................................................    35
         2.11     Computation of Fees and Interest...........................................................    35
         2.12     Payments by the Companies..................................................................    35
         2.13     Payments by the Banks to the Administrative Agent..........................................    36
         2.14     Sharing of Payments, Etc...................................................................    37
         2.15     Limitations on Borrowings..................................................................    38
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                                TABLE OF CONTENTS
                                  (continued)

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ARTICLE III.          THE LETTERS OF CREDIT

         3.1      The Letter of Credit Subfacility...........................................................    38
         3.2      Issuance, Amendment and Renewal of Letters of Credit.......................................    39
         3.3      Risk Participations, Drawings and Reimbursements...........................................    41
         3.4      Repayment of Participations................................................................    42
         3.5      Role of the Issuing Bank...................................................................    43
         3.6      Obligations Absolute.......................................................................    44
         3.7      Letter of Credit Fees......................................................................    45
         3.8      Applicability of ISP98.....................................................................    45

ARTICLE IV.           TAXES, YIELD PROTECTION AND ILLEGALITY

         4.1      Taxes......................................................................................    45
         4.2      Illegality.................................................................................    46
         4.3      Increased Costs and Reduction of Return....................................................    47
         4.4      Funding Losses.............................................................................    48
         4.5      Inability to Determine Rates...............................................................    49
         4.6      Certificates of Banks......................................................................    49
         4.7      Substitution of Banks......................................................................    49
         4.8      Survival...................................................................................    49

ARTICLE V.            CONDITIONS PRECEDENT

         5.1      Conditions of Effectiveness................................................................    49
         5.2      Conditions to All Loans, Swing Loans and Letter of Credit Issuances........................    52
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                                TABLE OF CONTENTS
                                  (continued)

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ARTICLE VI.           REPRESENTATIONS AND WARRANTIES

         6.1      Corporate Existence and Power..............................................................    52
         6.2      Corporate Authorization; No Contravention..................................................    53
         6.3      Governmental or Third-Party Authorization..................................................    53
         6.4      Binding Effect.............................................................................    53
         6.5      Litigation.................................................................................    53
         6.6      No Default.................................................................................    54
         6.7      ERISA Compliance...........................................................................    54
         6.8      Taxes......................................................................................    54
         6.9      Financial Condition........................................................................    55
         6.10     Environmental Matters......................................................................    55
         6.11     Regulated Entities.........................................................................    55
         6.12     Copyrights, Patents, Trademarks and Licenses, etc..........................................    55
         6.13     Subsidiaries...............................................................................    56
         6.14     Insurance..................................................................................    56
         6.15     Full Disclosure............................................................................    56

ARTICLE VII.          AFFIRMATIVE COVENANTS

         7.1      Financial Statements.......................................................................    56
         7.2      Certificates; Other Information............................................................    57
         7.3      Notices....................................................................................    57
         7.4      Preservation of Corporate Existence, Etc...................................................    58
         7.5      Maintenance of Property....................................................................    59
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                                TABLE OF CONTENTS
                                  (continued)

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         7.6      Insurance..................................................................................    59
         7.7      Compliance with Laws and Contractual Obligations...........................................    59
         7.8      Compliance with ERISA......................................................................    59
         7.9      Inspection of Property and Books and Records...............................................    59
         7.10     Use of Proceeds............................................................................    60

ARTICLE VIII.         NEGATIVE COVENANTS

         8.1      Limitation on Liens........................................................................    60
         8.2      Disposition of Assets......................................................................    61
         8.3      Consolidations and Mergers.................................................................    62
         8.4      Loans and Investments......................................................................    62
         8.5      Transactions with Affiliates...............................................................    63
         8.6      Contingent Obligations.....................................................................    63
         8.7      Restricted Payments........................................................................    63
         8.8      Maintenance of Business....................................................................    64
         8.9      Minimum Interest Coverage..................................................................    64
         8.10     Maximum Total Indebtedness to Capitalization...............................................    64
         8.11     Toro and Credit Portion of Assets..........................................................    64
         8.12     Negative Pledge Clause.....................................................................    64
         8.13     Burdensome Contractual Obligation..........................................................    65

ARTICLE IX.           EVENTS OF DEFAULT

         9.1      Events of Default..........................................................................    65
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         9.2      Remedies...................................................................................    68
         9.3      Rights Not Exclusive.......................................................................    69

ARTICLE X.            THE ADMINISTRATIVE AGENT

         10.1     Appointment and Authorization of Administrative Agent......................................    70
         10.2     Delegation of Duties.......................................................................    70
         10.3     Liability of Administrative Agent..........................................................    70
         10.4     Reliance by Administrative Agent...........................................................    71
         10.5     Notice of Default..........................................................................    71
         10.6     Credit Decision; Disclosure of Information by Administrative Agent.........................    72
         10.7     Indemnification of Administrative Agent....................................................    72
         10.8     Administrative Agent in its Individual Capacity............................................    73
         10.9     Successor Administrative Agent.............................................................    73
         10.10    Other Agents...............................................................................    74
         10.11    Withholding Tax............................................................................    74

ARTICLE XI.           GUARANTY

         11.1     The Guaranty...............................................................................    75
         11.2     Guaranty Unconditional.....................................................................    76
         11.3     Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances................    77
         11.4     Waiver by Toro.............................................................................    77
         11.5     No Subrogation.............................................................................    77
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                                TABLE OF CONTENTS
                                  (continued)

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         11.6     Stay of Acceleration.......................................................................    77

ARTICLE XII.          MISCELLANEOUS

         12.1     Amendments, Etc............................................................................    77
         12.2     Notices....................................................................................    78
         12.3     No Waiver; Cumulative Remedies.............................................................    79
         12.4     Costs and Expenses.........................................................................    80
         12.5     Indemnification............................................................................    80
         12.6     Payments Set Aside.........................................................................    81
         12.7     Successors and Assigns.....................................................................    81
         12.8     Confidentiality............................................................................    84
         12.9     Set-off....................................................................................    84
         12.10    Automatic Debits of Principal, Interest Fees...............................................    85
         12.11    Notification of Addresses, Lending Offices, Etc............................................    85
         12.12    Counterparts...............................................................................    85
         12.13    Severability...............................................................................    85
         12.14    No Third Parties Benefited.................................................................    85
         12.15    Governing Laws and Jurisdiction............................................................    85
         12.16    Waiver of Jury Trial.......................................................................    86
         12.17    Entire Agreement...........................................................................    86
         12.18    Liability of the Companies.................................................................    87
         12.19    Judgment Currency..........................................................................    87
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                                TABLE OF CONTENTS
                                  (continued)

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<S>                                                                                                             <C>
         12.20    Interest Rate Limitation...................................................................    87
         12.21    Termination of Existing Facilities.........................................................    88
</TABLE>

                                      -vii-

<PAGE>

SCHEDULES

Schedule 2.1      Commitments
Schedule 6.5      Litigation
Schedule 6.7      ERISA
Schedule 6.9      Permitted Liabilities
Schedule 6.10     Environmental Matters
Schedule 6.13     Subsidiaries and Minority Interests
Schedule 6.14     Insurance Matters
Schedule 8.1      Permitted Liens
Schedule 12.2     Lending Offices, Addresses for Notices

EXHIBITS

Exhibit A-1       Form of Notice of Borrowing
Exhibit A-2       Form of Swing Loan Notice of Borrowing
Exhibit B         Form of Notice of Conversion/Continuation
Exhibit C         Form of Compliance Certificate
Exhibit D         Form of Assignment and Assumption
Exhibit E-1       Form of Revolving Note for Toro and Credit
Exhibit E-2       Form of Revolving Note for each Subsidiary Borrower
Exhibit E-3       Form of Swing Line Note

<PAGE>

                           MULTI-YEAR CREDIT AGREEMENT

         This MULTI-YEAR CREDIT AGREEMENT is entered into as of February 22,
2002, among The Toro Company, a Delaware corporation ("Toro"), the Subsidiary
Borrowers (as defined herein) and Toro Credit Company, a Minnesota corporation
("Credit," together with the Subsidiary Borrowers and Toro sometimes
collectively referred to herein as the "Companies" and individually as a
"Company"), the several financial institutions from time to time party to this
Agreement (collectively, the "Banks"; individually, a "Bank"), and Bank of
America, N.A., as Letter of Credit Issuing Bank, Swing Line Bank, a Bank and as
Administrative Agent for the Banks and Banc of America Securities LLC, as Sole
Lead Arranger and Sole Book Manager.

         WHEREAS, the Banks have agreed to make available to the Companies a
$175 million revolving credit facility with a letter of credit subfacility and a
swing line subfacility upon the terms and conditions set forth in this
Agreement.

         NOW, THEREFORE, in consideration of the mutual agreements, provisions
and covenants contained herein, the parties agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

         1.1      Certain Defined Terms. The following terms have the following
                  meanings:

                  "364-Day Credit Agreement" means that certain 364-Day Credit
         Agreement dated as of even date herewith by and among Toro, the
         Subsidiary Borrowers and Credit, Bank of America, as Administrative
         Agent, and the other financial institutions party thereto, as such
         agreement may be amended, modified or restated from time to time,
         pursuant to which the Agent and the other financial institutions party
         thereto have agreed to provide to the Companies a 364 day revolving
         credit facility.

                  "Acquisition" means any investment which involves a
         transaction or series of related transactions for the purpose of or
         resulting, directly or indirectly, in (a) the acquisition of all or
         substantially all of the assets of a Person, or of any business or
         division of a Person, (b) the acquisition of in excess of 50% of the
         capital stock, partnership interests, membership interests or equity of
         any Person, or otherwise causing any Person to become a Subsidiary, or
         (c) a merger or consolidation or any other combination with another
         Person that is otherwise permitted under this Agreement.

                  "Administrative Agent" means Bank of America in its capacity
         as administrative agent for the Banks, and any successor administrative
         agent arising under Section 10.9.

                  "Administrative Agent-Related Persons" means Bank of America
         and any successor administrative agent arising under Section 10.9,
         together with their respective Affiliates (including in the case of
         Bank of America the Arranger), and the officers, directors, employees,
         agents and attorneys-in-fact of such Persons and Affiliates.

<PAGE>

                  "Administrative Agent's Payment Office" means the address for
         payments set forth on Schedule 12.2 or such other address as the
         Administrative Agent may from time to time specify.

                  "Affected Bank" has the meaning specified in Section 4.7.

                  "Affiliate" means, as to any Person, any other Person which,
         directly or indirectly, is in control of, is controlled by, or is under
         common control with, such Person. A Person shall be deemed to control
         another Person if the controlling Person possesses, directly or
         indirectly, the power to direct or cause the direction of the
         management and policies of the other Person, whether through the
         ownership of voting securities, membership interests, by contract, or
         otherwise.

                  "Agreement" means this Credit Agreement.

                  "Applicable Margin" means, from time to time,

                           (i) with respect to Base Rate Loans, 0%; and

                           (ii) with respect to Offshore Rate Loans, for the
                  purpose indicated, the respective percentages per annum, based
                  upon the Debt Rating, as set forth below:

<TABLE>
<CAPTION>
                                                           OFFSHORE RATE LOANS
                                DEBT RATING               AND LETTER OF CREDIT
PRICING LEVEL                   S&P/MOODY'S                       FEES
-------------               ------------------            --------------------
<S>                         <C>                           <C>
     1                      > than = BBB+/Baa1                   60.0 bps
     2                               BBB/Baa2                    70.0 bps
     3                               BBB-/Baa3                   77.5 bps
     4                               BB+/Ba1                     95.0 bps
     5                      < than = BB/Ba2                     115.0 bps
</TABLE>

         Initially, the Applicable Margin shall be determined based upon the
         Debt Rating specified in the certificate delivered pursuant to Section
         5.1(h). Thereafter, each change in the Applicable Margin resulting from
         a publicly announced change in the Debt Rating shall be effective
         during the period commencing on the date of the public announcement
         thereof and ending on the date immediately preceding the effective date
         of the next such change. In the event that none of the Debt Ratings are
         applicable because Toro ceases to have any Rated Debt outstanding, all
         the Banks, the Administrative Agent and Toro will negotiate in good
         faith to determine an appropriate Applicable Margin or an alternative
         basis for determination thereof.

                  "Approved Fund" means any Person (other than a natural Person)
         that (i) is or will be engaged in making, purchasing, holding or
         otherwise investing in commercial loans and similar extensions of
         credit in the ordinary course of its business and (ii) is administered
         or managed by (x) a Bank, (y) an Affiliate of a Bank or (z) an entity
         or an Affiliate of an entity that administers or manages a Bank.

                                      2

<PAGE>

                  "Arranger" means Banc of America Securities LLC.

                  "Assignment and Assumption" has the meaning specified in
         Section 12.7(a).

                  "Attorney Costs" means and includes all reasonable fees and
         disbursements of any law firm or other external counsel, the allocated
         cost of internal legal services and all disbursements of internal
         counsel.

                  "Australian Dollars" means the lawful currency of Australia.

                  "Bank" has the meaning specified in the introductory clause
         hereto, and, as the context requires, includes the Issuing Bank and the
         Swing Line Bank.

                  "Bank of America" shall mean Bank of America, N.A., a national
         banking association, and any successor by purchase or merger.

                  "Bankruptcy Code" means the Federal Bankruptcy Reform Act of
         1978 (11 U.S.C. Section 101, et seq.) as amended from time to time.

                  "Base Rate" means, for any day, the higher of (a) 0.50% per
         annum above the latest Federal Funds Rate; and (b) the rate of interest
         in effect for such day as publicly announced from time to time by Bank
         of America, as its "prime rate." (The "prime rate" is a rate set by
         Bank of America based upon various factors including Bank of America'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 Bank of America shall take effect at the
         opening of business on the day specified in the public announcement of
         such change.

                  "Base Rate Loan" means a Loan in Dollars that bears interest
         based on the Base Rate.

                  "Borrowing" means a borrowing hereunder consisting of Loans of
         the same Type made to any of the Companies on the same day by the Banks
         ratably according to their respective Pro Rata Shares and, other than
         in the case of Base Rate Loans, having the same Interest Period.

                  "Borrowing Date" means any date on which a Borrowing occurs
         under Section 2.3 or Section 2.5.

                  "British Pounds Sterling" and "(pound)" means the lawful
         currency of the United Kingdom of Britain and Northern Ireland.

                  "Business Day" means (a) for all purposes other than
         transactions referred to in clause (b) below, a day other than Saturday
         or Sunday on which banks are open for

                                      3

<PAGE>

         business in New York, New York and on which the Administrative Agent is
         open for business in San Francisco, California, and (b) with respect to
         all notices and determinations in connection with, and payments of
         principal of and interest on Offshore Rate Loans, any day which is a
         Business Day described in clause (a) and is also (i) a day on which
         banks are open for business and quoting interest rates for Dollar
         deposits or the relevant Optional Currency deposits in London, England,
         (ii) if the applicable Business Day relates to an Optional Currency
         Loan other than an Optional Currency Loan denominated in euro, a day on
         which dealings in deposits in the relevant optional currency are
         conducted by and between banks in the London interbank market or (iii)
         if the applicable Business Day relates to an Optional Currency Loan
         denominated in euro, a TARGET Business Day.

                  "Capital Adequacy Regulation" means any guideline, request or
         directive of any central bank or other Governmental Authority, or any
         other law, rule or regulation, whether or not having the force of law,
         in each case, regarding capital adequacy of any bank or of any
         corporation controlling a bank.

                  "Cash Collateral" means all cash, deposit accounts and all
         balances therein pledged or deposited with or delivered to the
         Administrative Agent to Cash Collateralize the L/C Obligations.

                  "Cash Collateralize" means to pledge and deposit with or
         deliver to the Administrative Agent, for the benefit of the Issuing
         Bank and the Banks, as collateral for the L/C Obligations plus all fees
         accrued or to be incurred in connection therewith, Cash Collateral, in
         an amount not less than the sum of such L/C Obligations and fees,
         pursuant to documentation in form and substance satisfactory to the
         Administrative Agent and the Issuing Bank (which documents are hereby
         consented to by the Banks) and to take all such other action as shall
         be necessary for the Administrative Agent to have "control" thereof
         within the meaning of the Uniform Commercial Code applicable thereto.
         Derivatives of such term shall have corresponding meaning. Toro hereby
         grants the Administrative Agent, for the benefit of the Issuing Bank
         and the Banks, a Lien on all such Cash Collateral. Cash Collateral
         shall be maintained in blocked, non-interest bearing deposit accounts
         at Bank of America or other institutions satisfactory to it.

                  "Closing Date" means the date on which all conditions
         precedent set forth in Section 5.1 are satisfied or waived by all Banks
         (or, in the case of subsection 5.1(e), waived by the Person entitled to
         receive such payment) and this Agreement shall become effective.

                  "Code" means the Internal Revenue Code of 1986, and
         regulations promulgated thereunder.

                  "Commitment", as to each Bank, has the meaning specified in
         Section 2.1.

                  "Compliance Certificate" means a certificate substantially in
         the form of Exhibit C.

                                      4

<PAGE>

                  "Consolidated EBIT" means, for any period, for Toro and its
         Subsidiaries on a consolidated basis, an amount equal to the sum of (a)
         Consolidated Net Income, (b) Consolidated Interest Charges, (c) the
         amount of taxes, based on or measured by income, used or included in
         determining such Consolidated Net Income and (d) for any such period
         including the first fiscal quarter of the fiscal year of Toro ending
         October 31, 2002 (the "First Quarter of FY2002"), the sum of (i) a
         non-cash impairment charge related to agricultural irrigation business
         of the Companies incurred during the First Quarter of FY2002 in an
         amount not to exceed $30,000,000 and (ii) restructuring charges related
         to the Evansville, Indiana and Riverside, California manufacturing
         facilities of the Companies incurred during the First Quarter of FY2002
         in an amount not to exceed $8,000,000.

                  "Consolidated Interest Charges" means, for any period, for
         Toro and its Subsidiaries on a consolidated basis, the sum of (a) all
         interest, discounts, premium payments, commissions, fees (other than
         fees incurred hereunder or in connection herewith), charges and related
         expenses of Toro and its Subsidiaries in connection with Indebtedness
         (including capitalized interest) or in connection with the deferred
         purchase price of assets or incurred with respect to any Receivables
         Purchase Facility permitted hereunder, in each case to the extent
         treated as interest in accordance with GAAP and (b) the portion of rent
         expense of Toro and its Subsidiaries with respect to such period under
         capital leases that is treated as interest in accordance with GAAP.

                  "Consolidated Interest Coverage Ratio" means, as of any date
         of determination, the ratio of (a) Consolidated EBIT for the period of
         four fiscal quarters ending on such date to (b) Consolidated Interest
         Charges for such period.

                  "Consolidated Net Income" means, for any period, for Toro and
         its Subsidiaries on a consolidated basis, the net income of Toro and
         its Subsidiaries for that period.

                  "Contingent Obligation" means, as to any Person, any direct or
         indirect liability of that Person, whether or not contingent, with or
         without recourse, (a) with respect to any Indebtedness, lease,
         dividend, letter of credit or other obligation (the "primary
         obligations") of another Person (the "primary obligor"), including any
         obligation of that Person (i) to purchase, repurchase or otherwise
         acquire such primary obligations or any security therefor, (ii) to
         advance or provide funds for the payment or discharge of any such
         primary obligation, or to maintain working capital or equity capital of
         the primary obligor or otherwise to maintain the net worth or solvency
         or any balance sheet item, level of income or financial condition of
         the primary obligor, (iii) to purchase property, securities or services
         primarily for the purpose of assuring the owner of any such primary
         obligation of the ability of the primary obligor to make payment of
         such primary obligation, or (iv) otherwise to assure or hold harmless
         the holder of any such primary obligation against loss in respect
         thereof (each, a "Guaranty Obligation"); (b) with respect to any Surety
         Instrument issued for the account of that Person or as to which that
         Person is otherwise liable for reimbursement of drawings or payments;
         (c) to purchase any materials, supplies or other property from, or to
         obtain the services of, another Person

                                      5

<PAGE>

         if the relevant contract or other related document or obligation
         requires that payment for such materials, supplies or other property,
         or for such services, shall be made regardless of whether delivery of
         such materials, supplies or other property is ever made or tendered, or
         such services are ever performed or tendered, or (d) in respect of any
         Swap Contract which is not a Permitted Swap Obligation. The amount of
         any Contingent Obligation shall, in the case of Guaranty Obligations,
         be deemed equal to the stated or determinable amount of the primary
         obligation in respect of which such Guaranty Obligation is made or, if
         not stated or if indeterminable, the maximum reasonably anticipated
         liability in respect thereof, and in the case of other Contingent
         Obligations other than in respect of Swap Contracts, shall be equal to
         the maximum reasonably anticipated liability in respect thereof and, in
         the case of Contingent Obligations in respect of Swap Contracts which
         are not Permitted Swap Obligations, shall be equal to the Swap
         Termination Value at any time of determination.

                  "Contractual Obligation" means, as to any Person, any
         provision of any security issued by such Person or of any agreement,
         undertaking, contract, indenture, mortgage, deed of trust or other
         instrument, document or agreement to which such Person is a party or by
         which it or any of its property is bound.

                  "Conversion/Continuation Date" means any date on which, under
         Section 2.4, the Company (a) converts Loans of one Type to another
         Type, or (b) continues as Loans of the same Type, but with a new
         Interest Period, Loans having Interest Periods expiring on such date.

                  "Debt Rating" means, as of any date of determination, the
         rating as determined by both S&P and Moody's (collectively, the "Debt
         Ratings") of the non-credit-enhanced, senior unsecured long-term debt
         ("Rated Debt") of Toro; provided that (i) if a different level of Debt
         Rating is issued by each of the foregoing rating agencies, then the
         higher level of such Debt Ratings shall apply (with Pricing Level 1 in
         the definition of "Applicable Margin" being the highest and Pricing
         Level 5 in the definition of "Applicable Margin" being the lowest),
         unless there is a split in the level of Debt Ratings of more than one
         level, in which case the level that is one level higher than the lower
         level of Debt Rating shall apply and (ii) if a Debt Rating is issued by
         only one of the foregoing rating agencies, then such Debt Rating shall
         apply.

                  "Default" means any event or circumstance which, with the
         giving of notice, the lapse of time, or both, would (if not cured or
         otherwise remedied during such time) constitute an Event of Default.

                  "Distributor Subsidiary" means a Subsidiary of Toro which is a
         distributor of products manufactured by Toro or one of its Subsidiaries
         which has been acquired by Toro or one of its Subsidiaries under
         extraordinary circumstances, not in the ordinary course of business,
         with a view toward divestiture at some future time and to facilitate
         the orderly distribution of such products. Such definition shall not
         apply to Subsidiaries organized or acquired with a view toward
         discontinuing or modifying Toro's historical system of independent
         distributors.

                                      6

<PAGE>

                  "Dollar Equivalent Amount" means, in relation to any Optional
         Currency Loan, at any date any determination thereof is made, the
         amount in Dollars of such Loan calculated at the Spot Rate of Exchange
         for the purchase of Dollars with the relevant Optional Currency quoted
         by Bank of America at approximately 11:00 a.m. at the office of Bank of
         America generally applicable to transactions with respect to such
         Optional Currency two (2) Business Days prior to the date of
         determination.

                  "Dollars" "dollars" and "$" each mean lawful currency of the
         United States.

                  "Effective Amount" means (i) with respect to any Loans on any
         date, the aggregate outstanding principal amount thereof after giving
         effect to any Borrowings, advancing of Swing Loans and prepayments or
         repayments of Loans occurring on such date; and (ii) with respect to
         any outstanding L/C Obligations on any date, the amount of such L/C
         Obligations on such date after giving effect to any Issuances of
         Letters of Credit occurring on such date and any other changes in the
         aggregate amount of the L/C Obligations as of such date, including as a
         result of any reimbursements of outstanding unpaid drawings under any
         Letters of Credit or any reductions in the maximum amount available for
         drawing under Letters of Credit taking effect on such date. To the
         extent that the Effective Amount shall be determined on any date with
         respect to any Optional Currency Loan, this calculation shall be based
         upon the Dollar Equivalent Amount of such Optional Currency Loan
         determined as of the most recent Revaluation Date.

                  "Eligible Assignee" means (i) a Bank, (ii) an Affiliate of a
         Bank, (iii) an Approved Fund and (iv) any other Person (other than a
         natural Person) approved by the Administrative Agent, the Swing Line
         Bank, the Issuing Bank and Toro (provided that, if (x) such Person is
         taking delivery of an assignment in connection with physical settlement
         of a credit derivatives transaction or (y) an Event of Default or
         Default has occurred and is continuing at the time any assignment is
         effected in accordance with Section 12.7, the approval of Toro shall
         not be required), each such approval not to be unreasonably withheld
         (provided that the incurrence by the Companies of additional costs
         pursuant to Section 4.3 as a result of such assignment shall constitute
         a reasonable basis for withholding such consent) or delayed; provided,
         however, that neither the Companies nor an Affiliate of the Companies
         shall qualify as an Eligible Assignee.

                  "EMU" means the economic and monetary unit in accordance with
         the Treaty of Rome of 1957, as amended by the Single European Act 1986,
         the Maastricht Treaty of 1992, and the Amsterdam Treaty of 1998, as
         amended from time to time.

                  "Environmental Claims" means all claims, however asserted, by
         any Governmental Authority or other Person alleging potential liability
         or responsibility for violation of any Environmental Law, or for
         release or injury to the environment.

                  "Environmental Laws" means all federal, state or local laws,
         statutes, common law duties, rules, regulations, ordinances and codes,
         together with all administrative orders, directed duties, requests,
         licenses, authorizations and permits of, and agreements

                                      7

<PAGE>

         with, any Governmental Authorities, in each case relating to
         environmental, health, safety and land use matters.

                  "ERISA" means the Employee Retirement Income Security Act of
         1974, and regulations promulgated thereunder.

                  "ERISA Affiliate" means any trade or business (whether or not
         incorporated) under common control with any Company 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).

                  "ERISA Event" means (a) a Reportable Event with respect to a
         Pension Plan; (b) a withdrawal by any Company or any ERISA Affiliate
         from a Pension Plan subject to Section 4063 of ERISA during a plan year
         in which it was a substantial employer (as defined in Section
         4001(a)(2) of ERISA) or a cessation of operations which is treated as
         such a withdrawal under Section 4062(e) of ERISA; (c) a complete or
         partial withdrawal by any Company or any ERISA Affiliate from a
         Multiemployer Plan or notification that a Multiemployer Plan is in
         reorganization; (d) the filing of a notice of intent to terminate, the
         treatment of a Plan amendment as a termination under Section 4041 or
         4041A of ERISA, or the commencement of proceedings by the PBGC to
         terminate a Pension Plan or Multiemployer Plan; (e) an event or
         condition which might reasonably be expected to constitute grounds
         under Section 4042 of ERISA for the termination of, or the appointment
         of a trustee to administer, any Pension Plan or Multiemployer Plan; or
         (f) the imposition of any liability under Title IV of ERISA, other than
         PBGC premiums due but not delinquent under Section 4007 of ERISA, upon
         any Company or any ERISA Affiliate.

                  "euro" means the single lawful currency of the Participating
         Member States introduced in accordance with EMU legislation.

                  "Eurocurrency Reserve Percentage" has the meaning specified in
         the definition of "Offshore Rate".

                  "Event of Default" means any of the events or circumstances
         specified in Section 9.1.

                  "Exchange Act" means the Securities Exchange Act of 1934, and
         regulations promulgated thereunder.

                  "Existing Facilities" means (a) the Credit Agreement dated
         February 12, 1996 by and among Toro, Credit, Bank of America (as
         successor in interest to Bank of America National Trust and Savings
         Association), as Agent, Bank of America (as successor in interest to
         Bank of America Illinois), as Letter of Credit Issuing Bank and other
         financial institutions party thereto, as amended thereafter and (b) the
         Amended and Restated Credit Agreement dated as of January 26, 2001 by
         and among Toro, Credit, the Subsidiary

                                      8

<PAGE>

         Borrowers, Bank of America as Agent and as Letter of Credit Issuing
         Bank and the other financial institutions party thereto, as amended
         thereafter.

                  "Facility Fee" shall mean, with respect to each Bank, a per
         annum fee calculated on a 360 day year for actual days elapsed based on
         the amount of such Bank's Commitment, regardless of utilization (or, if
         the Commitment of such Bank has been terminated, based on the principal
         amount of the Loans, Swing Loans or participations in Swing Loans and
         L/C Obligations then owing to or held by such Bank, if any), equal to
         the Facility Fee as set forth below:

<TABLE>
<CAPTION>
                            DEBT RATING
PRICING LEVEL               S&P/MOODY'S             FACILITY FEE
-------------          ---------------------        ------------
<S>                    <C>                          <C>
     1                   > than = BBB+/Baa1           15.0 bps
     2                            BBB/Baa2            17.5 bps
     3                            BBB-/Baa3           22.5 bps
     4                            BB+/Ba1             30.0 bps
     5                   < than = BB/Ba2              35.0 bps
</TABLE>

         Initially, the Facility Fee shall be determined based upon the Debt
         Rating specified in the certificate delivered pursuant to Section
         5.1(h). Thereafter, each change in the Facility Fee resulting from a
         publicly announced change in the Debt Rating shall be effective during
         the period commencing on the date of the public announcement thereof
         and ending on the date immediately preceding the effective date of the
         next such change. In the event that none of the Debt Ratings are
         applicable because Toro ceases to have any Rated Debt outstanding, all
         the Banks, the Administrative Agent and Toro will negotiate in good
         faith to determine an appropriate Facility Fee or an alternative basis
         for determination thereof.

                  "FDIC" means the Federal Deposit Insurance Corporation, and
         any Governmental Authority succeeding to any of its principal
         functions.

                  "Federal Funds Rate" means, for any day, the rate set forth in
         the weekly statistical release designated as H.15(519), or any
         successor publication, published by the Federal Reserve Bank of New
         York (including any such successor, "H.15(519)") on the preceding
         Business Day opposite the caption "Federal Funds (Effective)"; or, if
         for any relevant day such rate is not so published on any such
         preceding Business Day, the rate for such day will be the arithmetic
         mean as determined by the Administrative Agent of the rates for the
         last transaction in overnight Federal funds arranged prior to 9:00 a.m.
         (New York City time) on that day by each of three leading brokers of
         Federal funds transactions in New York City selected by the
         Administrative Agent.

                  "Fee Letter" has the meaning specified in Section 2.10.

                                      9

<PAGE>

                  "Foreign Currency Equivalent" means, in relation to any amount
         of Dollars, at any date of determination thereof, the amount in any
         Optional Currency calculated at the Spot Rate of Exchange for the
         purchase of Optional Currency with Dollars quoted by Bank of America at
         approximately 11:00 a.m. at the office of Bank of America generally
         applicable to transactions with respect to such Optional Currency two
         (2) Business Days prior to the date of determination.

                  "FRB" means the Board of Governors of the Federal Reserve
         System, and any Governmental Authority succeeding to any of its
         principal functions.

                  "Fund" means any Person (other than a natural person) that is
         (or will be) engaged in making, purchasing, holding or otherwise
         investing in commercial loans and similar extensions of credit in the
         ordinary course of its business.

                  "Further Taxes" means any and all present or future taxes,
         levies, assessments, imposts, duties, deductions, fees, withholdings or
         similar charges (including, without limitation, net income taxes and
         franchise taxes), and all liabilities with respect thereto, imposed by
         any jurisdiction on account of amounts payable or paid pursuant to
         Section 4.1.

                  "GAAP" means generally accepted accounting principles set
         forth from time to time in the opinions and pronouncements of the
         Accounting Principles Board and the American Institute of Certified
         Public Accountants and statements and pronouncements of the Financial
         Accounting Standards Board (or agencies with similar functions of
         comparable stature and authority within the U.S. accounting
         profession), which are applicable to the circumstances as of the
         Closing Date.

                  "Governmental Authority" means any nation or government, any
         state or other political subdivision thereof, any central bank (or
         similar monetary or regulatory authority) thereof, any entity
         exercising executive, legislative, judicial, regulatory or
         administrative functions of or pertaining to government, and any
         corporation or other entity owned or controlled, through stock or
         capital ownership or otherwise, by any of the foregoing.

                  "Guaranty Obligation" has the meaning specified in the
         definition of "Contingent Obligation."

                  "Honor Date" has the meaning specified in subsection 3.3(c).

                  "Indebtedness" of any Person means, without duplication, (a)
         all indebtedness for borrowed money; (b) all obligations issued,
         undertaken or assumed as the deferred purchase price of property or
         services (other than trade payables entered into in the ordinary course
         of business on ordinary terms); (c) all non-contingent reimbursement or
         payment obligations with respect to Surety Instruments; (d) all
         obligations evidenced by notes, bonds, debentures or similar
         instruments, including obligations so evidenced incurred in connection
         with the acquisition of property, assets or businesses; (e) all

                                      10

<PAGE>

         indebtedness created or arising under any conditional sale or other
         title retention agreement, or incurred as financing, in either case
         with respect to property acquired by the Person (even though the rights
         and remedies of the seller or bank under such agreement in the event of
         default are limited to repossession or sale of such property); (f) all
         obligations with respect to capital or synthetic leases; (g) all
         indebtedness referred to in clauses (a) through (f) above secured by
         (or for which the holder of such Indebtedness has an existing right,
         contingent or otherwise, to be secured by) any Lien upon or in property
         (including accounts and contracts rights) owned by such Person, even
         though such Person has not assumed or become liable for the payment of
         such Indebtedness; (h) the unpaid amount of all Receivables sold by any
         Company; and (i) all Guaranty Obligations in respect of indebtedness or
         obligations of others of the kinds referred to in clauses (a) through
         (g) above. For all purposes of this Agreement, the Indebtedness of any
         Person shall include all recourse Indebtedness of any partnership or
         joint venture or limited liability company in which such Person is a
         general partner or a joint venturer or a member.

                  "Indemnified Liabilities" has the meaning specified in Section
         12.5.

                  "Indemnified Person" has the meaning specified in Section
         12.5.

                  "Independent Auditor" has the meaning specified in subsection
         7.1(a).

                  "Insolvency Proceeding" means, with respect to any Person, (a)
         any case, action or proceeding with respect to such Person before any
         court or other Governmental Authority relating to bankruptcy,
         reorganization, insolvency, liquidation, receivership, dissolution,
         winding-up or relief of debtors, or (b) any general assignment for the
         benefit of creditors, composition, marshalling of assets for creditors,
         or other, similar arrangement in respect of its creditors generally or
         any substantial portion of its creditors; undertaken under U.S.
         Federal, state or foreign law, including the Bankruptcy Code.

                  "Interbank Offered Rate" has the meaning therefor set forth in
         the definition of "Offshore Rate".

                  "Interest Payment Date" means, as to any Offshore Rate Loan,
         the last day of each Interest Period applicable to such Loan and, as to
         any Base Rate Loan, the last Business Day of each calendar quarter and
         each date such Loan is converted into another Type of Loan and in the
         case of a Swing Loan, the date on which payment is demanded, provided,
         however, that if any Interest Period for an Offshore Rate Loan exceeds
         three months, the date that falls three months after the beginning of
         such Interest Period and after each Interest Payment Date thereafter is
         also an Interest Payment Date.

                  "Interest Period" means, as to any Offshore Rate Loan, the
         period commencing on the Borrowing Date of such Loan, or on the
         Conversion/Continuation Date on which the Loan is converted into or
         continued as an Offshore Rate Loan, and ending on the date fourteen
         days or one, two, three or six months thereafter (or, with respect to
         those Offshore Rate Loans requested on the first Borrowing Notice which
         requests Offshore

                                      11

<PAGE>

         Rate Loans on or within seven (7) days after the Closing Date, such
         number of days less than one month after the Borrowing Date of such
         Offshore Rate Loans as selected by Toro and agreed to by the
         Administrative Agent) as selected by Toro in its Notice of Borrowing or
         Notice of Conversion/Continuation, as the case may be; provided that:

                  (i)      if any Interest Period would otherwise end on a day
         that is not a Business Day, that Interest Period shall be extended to
         the following Business Day unless the result of such extension would be
         to carry such Interest Period into another calendar month, in which
         event such Interest Period shall end on the preceding Business Day;

                  (ii)     any Interest Period that 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; and

                  (iii)    no Interest Period for any Loan shall extend beyond
         the Revolving Termination Date.

                  "IRS" means the Internal Revenue Service, and any Governmental
         Authority succeeding to any of its principal functions under the Code.

                  "Issuance Date" has the meaning specified in subsection
         3.1(a).

                  "Issue" means, with respect to any Letter of Credit, to issue
         or to extend the expiry of, or to renew or increase the amount of, such
         Letter of Credit; and the terms "Issued," "Issuing" and "Issuance" have
         corresponding meanings.

                  "Issuing Bank" means Bank of America in its capacity as issuer
         of one or more Letters of Credit hereunder, together with any
         replacement letter of credit issuer arising under subsection 10.1(b) or
         Section 10.9.

                  "Joint Venture" means a corporation, partnership, limited
         liability company, joint venture or other similar legal arrangement
         (whether created by contract or conducted through a separate legal
         entity) now or hereafter formed or entered into by any of the Companies
         or any of their Subsidiaries with another Person in order to conduct a
         common venture or enterprise with such Person, the investment in which
         does not constitute an Acquisition.

                  "L/C Advance" means each Bank's participation in any L/C
         Borrowing in accordance with its Pro Rata Share.

                  "L/C Amendment Application" means an application form for
         amendment of outstanding standby letters of credit as shall at any time
         be in use at the Issuing Bank, as the Issuing Bank shall request.

                                      12

<PAGE>

                  "L/C Application" means an application form for issuances of
         standby letters of credit as shall at any time be in use at the Issuing
         Bank, as the Issuing Bank shall request.

                  "L/C Borrowing" means an extension of credit resulting from a
         drawing under any Letter of Credit which shall not have been reimbursed
         on the date when made nor converted into a Borrowing of Loans under
         subsection 3.3(c).

                  "L/C Commitment" means the commitment of the Issuing Bank to
         Issue, and the commitment of the Banks severally to participate in,
         Letters of Credit from time to time Issued or outstanding under Article
         III, in an aggregate amount not to exceed on any date the lesser of the
         amount of $20,000,000, or the aggregate amount of the Commitments as
         the same shall be reduced pursuant to Section 2.6; provided that the
         L/C Commitment is a part of the combined Commitments, rather than a
         separate, independent commitment.

                  "L/C Obligations" means at any time the sum of (a) the
         aggregate undrawn amount of all Letters of Credit then outstanding,
         plus (b) the amount of all unreimbursed drawings under all Letters of
         Credit, including all outstanding L/C Borrowings.

                  "L/C-Related Documents" means the Letters of Credit, the L/C
         Applications, the L/C Amendment Applications and any other document
         relating to any Letter of Credit, including any of the Issuing Bank's
         standard form documents for letter of credit issuances.

                  "Lending Office" means, as to any Bank, the office or offices
         of such Bank specified as its "Lending Office" or "Domestic Lending
         Office" or "Offshore Lending Office", as the case may be, on Schedule
         12.2, or such other office or offices as to which such Bank may from
         time to time notify the Companies and the Administrative Agent.

                  "Letters of Credit" means any standby letters of credit Issued
         by the Issuing Bank pursuant to Article III.

                  "Lien" means any security interest, mortgage, deed of trust,
         pledge, hypothecation, assignment, charge or deposit arrangement,
         encumbrance, lien (statutory or other) or preferential arrangement of
         any kind or nature whatsoever in respect of any property (including
         those created by, arising under or evidenced by any conditional sale or
         other title retention agreement, the interest of a lessor under a
         capital lease, any financing lease having substantially the same
         economic effect as any of the foregoing) and any contingent or other
         agreement to provide any of the foregoing, but not including the
         interest of a lessor under an operating lease.

                  "Loan" means an extension of credit by the Administrative
         Agent or a Bank to any of the Companies under Article II (other than
         Swing Loans) and any L/C Advance under Article III.

                                      13

<PAGE>

                  "Loan Documents" means this Agreement, any Notes, the Fee
         Letter, the L/C-Related Documents and all other documents delivered to
         the Administrative Agent or any Bank in connection herewith.

                  "Mandatory Cost" means, with respect to Optional Currency
         Loans advanced in British Pounds Sterling, a rate per annum determined
         by the Administrative Agent calculated in accordance with the following
         formula:

                                                    BY + S(Y-Z) + (F x 0.01)
                                                    ------------------------
                  Mandatory Cost per annum =              100 - (B+S)

                  where on the day of application of the formula:

                           B = The percentage of the Administrative Agent's
                  Eligible Liabilities (in excess of any stated minimum) by
                  reference to which the Bank of England and/or the Financial
                  Services Authority requires the Administrative Agent to hold
                  on a non-interest bearing deposit account in accordance with
                  its cash ratio requirements;

                           Y = The percentage rate per annum at which sterling
                  deposits are offered by the Administrative Agent to leading
                  banks in the London interbank market at or about 11:00 a.m.
                  (London, England time) on that day for the relevant period;

                           F = The rate of charge payable by the Administrative
                  Agent to the Financial Services Authority under Section 2.02
                  or 2.03 (as appropriate) of the Fees Regulations (but where
                  for this purpose the figure at Section 2.02(b) or 2.03(b)
                  shall be deemed to be zero) and expressed in British Pounds
                  Sterling per (pound)1,000,000 of the Fee Base of the
                  Administrative Agent;

                           S = The percentage of the Administrative Agent's
                  Eligible Liabilities which the Bank of England (or other
                  relevant United Kingdom governmental authority or agency)
                  requires the Administrative Agent to place as a Special
                  Deposit; and

                           Z = The interest rate per annum payable by the Bank
                  of England to the Administrative Agent on Special Deposits.

                           (a)      For the purposes of this definition:

                                    (i)      "Eligible Liabilities" and "Special
                                    Deposits" shall have the meanings given to
                                    them at the time of application of the above
                                    formula under or pursuant to the Bank of
                                    England Act 1998 or by the Bank of England
                                    (as appropriate);

                                      14

<PAGE>

                                    (ii)     "Fee Base" has the meaning given to
                                    it in the Fees Regulations;

                                    (iii)    "Fees Regulations" means any
                                    regulations governing the payment of fees
                                    for banking supervision;

                           (b)      In the application of the above formula, B,
                  Y, S, and Z are included in the formula as figures and not as
                  percentages, e.g. if B = 0.5% and Y = 15%, BY is calculated as
                  0.5 x 15 and not as 0.5% x 15%. A negative result obtained
                  from subtracting Z from Y is to be treated as zero.

                           (c)      The above formula is applied on the first
                  day of each relevant period comprised in the relevant Interest
                  Period. Each rate calculated in accordance with the above
                  formula is, if necessary, rounded upward to four decimal
                  places.

                           (d)      The Administrative Agent may, from time to
                  time, after consultation with Toro and the Banks, determine
                  and notify Toro and the Banks of any amendments or variations
                  which are required to be made to the formula set out above in
                  order to comply with any requirements from time to time
                  imposed by any applicable regulatory authority in relation to
                  Optional Currency Loans denominated in British Pounds Sterling
                  (including, without limitation, any requirements relating to
                  British Pounds Sterling primary liquidity) and any such
                  determination shall, in the absence of manifest error, be
                  conclusive and binding on Toro, the Banks, and the
                  Administrative Agent.

                  "Margin Stock" means "margin stock" as such term is defined in
         Regulation T, U or X of the FRB.

                  "Material Adverse Effect" means (a) a material impairment of
         the ability of Toro or Credit to pay or perform its Obligations under
         any Loan Document; or (b) a material adverse effect upon the legality,
         validity, binding effect or enforceability against any of the Companies
         of any Loan Document.

                  "Material Subsidiary" means, at any time of determination, (a)
         any Subsidiary (other than a Distributor Subsidiary) having at such
         time either (i) total (gross) revenues for the preceding four fiscal
         quarter period in excess $10,000,000 or (ii) total assets, as of the
         last day of the preceding fiscal quarter, having a net book value in
         excess of $10,000,000, in each case, based upon Toro's most recent
         annual or quarterly financial statements delivered to the Banks under
         Section 7.1 and (b) any Distributor Subsidiary having total assets, as
         of the last day of the preceding quarter, having a net book value in
         excess of $10,000,000 based upon Toro's most recent annual or quarterly
         financial statements delivered to the Administrative Agent under
         Section 7.1.

                  "Moody's" means Moody's Investors Service, Inc. or its
         successor or, if Moody's Investors Service, Inc. or its successor shall
         no longer be rating corporate debt

                                      15

<PAGE>

         securities generally, such other nationally recognized statistical
         rating organization as shall be selected by the Required Banks.

                  "Multiemployer Plan" means a "multiemployer plan", within the
         meaning of Section 4001(a)(3) of ERISA, to which any Company or any
         ERISA Affiliate makes, is making, or is obligated to make contributions
         or, during the preceding three calendar years, has made, or been
         obligated to make, contributions.

                  "Note" or "Notes" means, collectively, the Revolving Notes and
         the Swing Line Note.

                  "Notice of Borrowing" means a notice in substantially the form
         of Exhibit A-1.

                  "Notice of Borrowing for Swing Loan" means a notice in
         substantially the form of Exhibit A-2.

                  "Notice of Conversion/Continuation" means a notice in
         substantially the form of Exhibit B.

                  "Obligations" means all advances, debts, liabilities,
         obligations, covenants and duties arising under any Loan Document,
         owing by the Companies or any of them to any Bank, the Administrative
         Agent, or any Indemnified Person, whether direct or indirect (including
         those acquired by assignment), absolute or contingent, due or to become
         due, now existing or hereafter arising.

                  "Offshore Rate" means (a) for any Interest Period with respect
         to any Offshore Rate Loan other than one referred to in subsection (b)
         of this definition, a rate per annum determined by Administrative Agent
         pursuant to the following formula:

               Offshore Rate  =                Interbank Offered Rate
                                        ------------------------------------
                                        1.00 - Eurodollar Reserve Percentage

                  Where "Interbank Offered Rate" means, for such Interest
                  Period:

                           (i)      the rate per annum equal to the rate
                  determined by the Administrative Agent to be the offered rate
                  that appears on the page of the Telerate screen (or any
                  successor thereto) that displays an average British Bankers
                  Association Interest Settlement Rate for deposits in the
                  relevant currency (for delivery on the first day of such
                  Interest Period) with a term equivalent to such Interest
                  Period, determined as of approximately 11:00 a.m. (London
                  time) two Business Days prior to the first day of such
                  Interest Period, or

                           (ii)     if the rate referenced in the preceding
                  subsection (i) does not appear on such page or service or such
                  page or service shall not be available, the rate per annum
                  equal to the rate determined by the Administrative Agent to be
                  the offered rate on such other page or other service that
                  displays an average British

                                      16

<PAGE>

                  Bankers Association Interest Settlement Rate for deposits in
                  the relevant currency (for delivery on the first day of such
                  Interest Period) with a term equivalent to such Interest
                  Period, determined as of approximately 11:00 a.m. (London
                  time) two Business Days prior to the first day of such
                  Interest Period, or

                           (iii)    if the rates referenced in the preceding
                  subsections (i) and (ii) are not available, the rate per annum
                  determined by the Administrative Agent as the rate of interest
                  at which deposits in the relevant currency for delivery on the
                  first day of such Interest Period in same day funds in the
                  approximate amount of the Offshore Rate Loan being made,
                  continued or converted by Bank of America in its capacity as a
                  Bank and with a term equivalent to such Interest Period would
                  be offered by Bank of America's London branch or London
                  Affiliate to major banks in the applicable offshore Dollar
                  market at their request at approximately 11:00 a.m. (London
                  time) two Business Days prior to the first day of such
                  Interest Period.

                  The determination of the Offshore Rate by the Administrative
         Agent shall be conclusive in the absence of manifest error.

                  (b) for any Interest Period with respect to any Offshore Rate
         Loan advances by a Bank required to comply with the relevant
         requirements of the Bank of England and the Financial Services
         Authority of the United Kingdom, the sum of (i) the rate determined in
         accordance with subsection (a) of this definition and (ii) the
         Mandatory Cost Rate for such Interest Period.

                  "Offshore Rate Loan" means any Loan that bears interest based
         on the Offshore Rate.

                  "Optional Currency" means euros, Australian Dollars, British
         Pounds Sterling and any other lawful currency which is freely
         transferable and freely convertible into Dollars and the deposits of
         which are traded in the London interbank market and that is approved by
         each Bank.

                  "Optional Currency Loan" means any Loan denominated in an
         Optional Currency.

                  "Organizational Documents" means (i) for any corporation, the
         certificate or articles of incorporation, the bylaws, any certificate
         of determination or instrument relating to the rights of preferred
         shareholders of such corporation, any shareholder rights agreement, and
         all applicable resolutions of the board of directors (or any committee
         thereof) of such corporation, (ii) for any limited liability company,
         the operating agreement and articles of organization, and (iii) for any
         limited partnership, the limited partnership agreement and certificate
         of limited partnership.

                  "Original Dollar Amount" means in relation to any Optional
         Currency Loan, at any time any determination thereof is made, the
         amount in Dollars which would have

                                      17

<PAGE>

         been outstanding if such Optional Currency Loan had first been
         disbursed and remained denominated in Dollars (taking into account any
         partial repayments thereof) calculated at the Spot Rate of Exchange for
         the purchase of Dollars with the relevant Optional Currency quoted by
         Bank of America at approximately 11:00 a.m. at the office of Bank of
         America generally applicable to transactions with respect to such
         Optional Currency two (2) Business days prior to the Borrowing Date of
         such Optional Currency Loan.

                  "Originators" means any Company and/or any of its domestic
         Wholly-Owned Subsidiaries in their respective capacities as parties to
         any documents related to any Receivables Purchase Facility, as sellers
         or transferors of any Receivables and related security in connection
         with a Permitted Receivables Transfer.

                  "Other Taxes" means any present or future stamp, court or
         documentary taxes or any other excise or property taxes, charges or
         similar levies which arise from any payment made hereunder or from the
         execution, delivery, performance, enforcement or registration of, or
         otherwise with respect to, this Agreement or any other Loan Documents.

                  "Overnight Rate" means, for any day, (a) with respect to any
         amount denominated in Dollars, the Federal Funds Rate and (b) with
         respect to any amount denominated in an Offshore Currency, the rate of
         interest per annum at which overnight deposits in the applicable
         Offshore Currency, in an amount approximately equal to the amount with
         respect to which such rate is being determined, would be offered for
         such day by a branch or Affiliate of Bank of America in the applicable
         interbank market for such currency to major banks in such interbank
         market.

                  "Participating Member State" means each state so described in
         EMU Legislation.

                  "Participant" has the meaning specified in subsection 12.7(d).

                  "PBGC" means the Pension Benefit Guaranty Corporation, or any
         Governmental Authority succeeding to any of its principal functions
         under ERISA.

                  "Pension Plan" means a pension plan (as defined in Section
         3(2) of ERISA) subject to Title IV of ERISA which any Company sponsors,
         maintains, or to which it makes, is making, or is obligated to make
         contributions, or in the case of a multiple employer plan (as described
         in Section 4064(a) of ERISA) has made contributions at any time during
         the immediately preceding five (5) plan years.

                  "Permitted Liens" has the meaning specified in Section 8.1.

                  "Permitted Receivables Transfer" means (i) a sale or other
         transfer by an Originator to a SPV of Receivables for fair market value
         and without recourse (except for limited recourse typical of such
         structured finance transactions), and/or (ii) a sale or other transfer
         by a SPV to (a) purchasers of or other investors in such Receivables
         and related security or (b) any other Person (including a SPV) in a
         transaction in which purchasers or

                                      18

<PAGE>

         other investors purchase or are otherwise transferred such Receivables
         and related security, in the case of either (i) or (ii) above pursuant
         to and in accordance with the terms of the documents related to any
         Receivables Purchase Facility.

                  "Permitted Swap Obligation" means all obligations (contingent
         or otherwise) of any Company or any Subsidiary existing or arising
         under Swap Contracts, provided that each of the following criteria is
         satisfied: (a) such obligations are (or were) entered into by such
         Person in the ordinary course of business for the purpose of directly
         mitigating risks associated with liabilities, commitments or assets
         held or reasonably anticipated by such Person, or changes in the value
         of securities issued by such Person in conjunction with a securities
         repurchase program not otherwise prohibited hereunder, and not for
         purposes of speculation or taking a "market view;" and (b) such Swap
         Contracts do not contain any provision ("walk-away" provision)
         exonerating the non-defaulting party from its obligation to make
         payments on outstanding transactions to the defaulting party.

                  "Person" means an individual, partnership, corporation,
         limited liability company, business trust, joint stock company, trust,
         unincorporated association, joint venture or Governmental Authority.

                  "Plan" means an employee benefit plan (as defined in Section
         3(3) of ERISA) which any Company sponsors or maintains or to which any
         Company makes, is making, or is obligated to make contributions and
         includes any Pension Plan.

                  "Pro Rata Share" means, as to any Bank at any time, the
         percentage equivalent (expressed as a decimal, rounded to the ninth
         decimal place) at such time of such Bank's Commitment divided by the
         combined Commitments of all Banks.

                  "Receivables" shall mean, with respect to any Person, all
         obligations of any obligor (whether now existing or hereafter arising)
         under a contract for sale of goods or services by such Person or any of
         them, which shall include any obligation of such obligor (whether now
         existing or hereafter arising) to pay interest, finance charges or
         amounts with respect thereto, and, with respect to any of the foregoing
         receivables or obligations, (a) all of the interest of such Person in
         the goods (including returned goods) the sale of which gave rise to
         such receivable or obligation after the passage of title thereto to any
         obligor, (b) all other Liens and property subject thereto from time to
         time purporting to secure payment of such receivables or obligations,
         (c) all guarantees, insurance, letters of credit and other agreements
         or arrangements of whatever character from time to time supporting or
         securing payment of any such receivables or obligations, (d) all
         Records and (e) all proceeds of the foregoing.

                  "Receivables Purchase Facility" shall mean any agreement of
         any Originator, approved by the Administrative Agent (such approval not
         to be unreasonably withheld), providing for sales, transfers or
         conveyances of Receivables of such Originator purporting to be sales
         (and considered sales under GAAP) that do not provide, directly or
         indirectly, for recourse against the seller of such Receivables (or
         against any of such seller's Affiliates) by way of a guaranty or any
         other support arrangement, with respect to

                                      19

<PAGE>

         the amount of such Receivables (based on the financial condition or
         circumstances of the obligor thereunder), other than such limited
         recourse as is reasonable given market standards for transactions of a
         similar type, taking into account such factors as historical bad debt
         loss experience and obligor concentration levels.

                  "Records" means, for any Receivable, all contracts, books,
         records and other documents or information (including computer
         programs, tapes, disks, software and related property and rights)
         relating to such Receivable or the related obligor.

                  "Reference Bank" means Bank of America.

                  "Replacement Bank" has the meaning specified in Section 4.7.

                  "Reportable Event" means, any of the events set forth in
         Section 4043(c) of ERISA or the regulations thereunder, other than any
         such event for which the 30-day notice requirement under ERISA has been
         waived in regulations issued by the PBGC.

                  "Required Banks" means (a) until the Revolving Termination
         Date, Banks then holding more than 50% of the combined Voting
         Percentages, and (b) on and after the Revolving Termination Date, Banks
         then holding more than 50 % of the aggregate amount of the Voting
         Percentages.

                  "Requirement of Law" means, as to any Person, any law
         (statutory or common), treaty, rule or regulation or determination of
         an arbitrator or of a Governmental Authority, in each case applicable
         to or binding upon the Person or any of its property or to which the
         Person or any of its property is subject.

                  "Responsible Officer" means the secretary of Toro, or any
         other officer having substantially the same authority and
         responsibility; or, with respect to compliance with financial
         covenants, the chief financial officer or the treasurer of Toro, or any
         other officer having substantially the same authority and
         responsibility.

                  "Restricted Payment" shall have the meaning set forth in
         Section 8.7 hereof.

                  "Revaluation Date" means with respect to Loans denominated in
         an Optional Currency, each of the following with respect to such
         Optional Currency: (a) the date a Notice of Borrowing or Notice of
         Conversion/Continuation is delivered to the Administrative Agent with
         respect to each Loan issued that results in such outstanding amount,
         (b) each date on which any such outstanding amount is due, (c) any
         Interest Payment Date applicable thereto, (d) any additional and more
         frequent dates as Administrative Agent in its sole discretion may, or
         at the direction of the Required Banks shall, select from time to time.

                  "Revolving Note" means a promissory note made by Toro, Credit
         or a Subsidiary Borrower, as the case may be, in favor of a Bank
         evidencing the Loans made by such

                                      20

<PAGE>

         Bank, substantially in the form of Exhibit E-1 (for Toro or Credit) or
         Exhibit E-2 (for Subsidiary Borrowers).

                  "Revolving Termination Date" means the earlier to occur of:

                  (a)      February 22, 2005; and

                  (b)      the date on which the Commitments terminate in
         accordance with the provisions of this Agreement.

                  "SEC" means the Securities and Exchange Commission, or any
         Governmental Authority succeeding to any of its principal functions.

                  "SPV" means any special purpose entity established for the
         purpose of purchasing receivables in connection with a Receivables
         Purchase Facility.

                  "S&P" means Standard & Poor's Investor Services, a division of
         McGraw Hill Corporation or its successor or, if it or its successor
         shall no longer be rating corporate debt securities generally, such
         other nationally recognized statistical rating organization as shall be
         selected by the Required Banks.

                  "Spot Rate of Exchange" for a currency means the rate quoted
         by Bank of America as the spot rate for the purchase by Bank of America
         of such currency with another currency through its principal foreign
         exchange trading office at approximately 11:00 a.m., at the applicable
         time, on the date two Business Days prior to the date on which the
         foreign exchange transaction is made.

                  "Subsidiary" of a Person means any corporation, association,
         partnership, limited liability company, joint venture or other business
         entity of which more than 50% of the voting stock, membership interests
         or other equity interests (in the case of Persons other than
         corporations), is owned or controlled directly or indirectly by the
         Person, or one or more of the Subsidiaries of the Person, or a
         combination thereof. Unless the context otherwise clearly requires,
         references herein to a "Subsidiary" refer to a Subsidiary of Toro.

                  "Subsidiary Borrowers" means collectively, Toro International
         Company, a Minnesota corporation, Tover Overseas B.V., a Netherlands
         company and Toro Factoring Company N.V., a Netherlands Antilles
         company.

                  "Surety Instruments" means all standby letters of credit,
         banker's acceptances and bank guaranties not attributable to the
         purchase of supplies and inventory in the ordinary course of business
         and shipside bonds, surety bonds and similar instruments.

                  "Swap Contract" means any agreement, whether or not in
         writing, relating to any transaction that is a rate swap, basis swap,
         forward rate transaction, commodity swap, commodity option, equity or
         equity index swap or option, bond, note or bill option,

                                      21

<PAGE>

         interest rate option, forward foreign exchange transaction, cap, collar
         or floor transaction, currency swap, cross-currency rate swap,
         swaption, currency option or any other, similar transaction (including
         any option to enter into any of the foregoing) or any combination of
         the foregoing, and, unless the context otherwise clearly requires, any
         master agreement relating to or governing any or all of the foregoing.

                  "Swap Termination Value" means, in respect of any one or more
         Swap Contracts, after taking into account the effect of any legally
         enforceable netting agreement relating to such Swap Contracts, (a) for
         any date on or after the date such Swap Contracts have been closed out
         and termination value(s) determined in accordance therewith, such
         termination value(s), and (b) for any date prior to the date referenced
         in clause (a) the amount(s) determined as the mark-to-market value(s)
         for such Swap Contracts, as determined based upon one or more mid-
         market or other readily available quotations provided by any recognized
         dealer in such Swap Contracts (which may include any Bank).

                  "Swing Line Bank" means Bank of America in its capacity as
         provider of Swing Loans, or any successor swing line Bank hereunder.

                  "Swing Line Note" means a promissory note made by the Toro and
         Credit in favor of the Issuing Bank evidencing the Swing Loans made by
         the Issuing Bank, substantially in the form of Exhibit E-2.

                  "Swing Loan" means a loan made by the Administrative Agent
         pursuant to Section 2.5 hereof.

                  "TARGET Business Day" means any day on which the
         Trans-European Automated Real-time Gross Settlement Express Transfer
         (TARGET) System (or, if such clearing system ceases to be operative,
         such other clearing system (if any) determined by the Administrative
         Agent to be a suitable replacement) is operating.

                  "Taxes" means any and all present or future taxes, levies,
         assessments, imposts, duties, deductions, fees, withholdings or similar
         charges, and all liabilities with respect thereto, excluding, in the
         case of each Bank and the Administrative Agent, respectively, franchise
         taxes and taxes imposed on or measured by its existence or net income
         by the jurisdiction (or any political subdivision thereof) under the
         laws of which such Bank or the Administrative Agent, as the case may
         be, is organized or maintains a lending office.

                  "Type" means, with respect to each Loan, whether it
         constitutes an Offshore Rate Loan or a Base Rate Loan.

                  "Unfunded Pension Liability " means the excess of a Plan's
         benefit liabilities under Section 4001(a)(16) of ERISA, over the
         current value of that Plan's assets, determined in accordance with the
         assumptions used for funding the Pension Plan pursuant to Section 412
         of the Code for the applicable plan year.

                                      22

<PAGE>

                  "United States" and "U.S.," each means the United States of
         America.

                  "Utilization Fee" shall have the meaning specified in Section
         2.9(e).

                  "Voting Percentage" means, as to any Bank, (a) at any time
         when the combined Commitments of all Banks are in effect, such Bank's
         Pro Rata Share and (b) at any time after the termination of the
         combined Commitments of all Banks, the percentage (carried out to the
         ninth decimal place) which (i) the sum of (A) the Dollar Equivalent
         Amount of the outstanding amount of such Bank's Loans, plus (B) such
         Bank's Pro Rata Share of the outstanding amount of L/C Obligations,
         plus (C) such Bank's Pro Rata Share of the outstanding amount of Swing
         Loans, then comprises of (ii) the Dollar Equivalent Amount of the
         aggregate outstanding amount of all Loans, Swing Loans and L/C
         Obligations; provided, however, that if any Bank has failed to fund any
         portion of the Loans, participations in L/C Obligations or
         participations in Swing Loans required to be funded by it hereunder,
         such Bank's Voting Percentage shall be deemed to be zero, and the
         respective Pro Rata Shares and Voting Percentages of the other Banks
         shall be recomputed for purposes of this definition and the definition
         of "Required Banks" without regard to such Bank's Commitment or the
         outstanding amount of its Loans, L/C Advances and funded participations
         in Swing Loans, as the case may be.

                  "Wholly-Owned Subsidiary" means any corporation in which
         (other than directors' qualifying shares required by law) 100% of the
         capital stock of each class having ordinary voting power, and 100% of
         the capital stock of every other class, in each case, at the time as of
         which any determination is being made, is owned, beneficially and of
         record, by one of the Companies, or by one or more of the other
         Wholly-Owned Subsidiaries, or both.

         1.2      Other Interpretive Provisions.

                  (a)      The meanings of defined terms are equally applicable
         to the singular and plural forms of the defined terms.

                  (b)      The words "hereof", "herein", "hereunder" and similar
         words refer to this Agreement as a whole and not to any particular
         provision of this Agreement; and subsection, Section, Schedule and
         Exhibit references are to this Agreement unless otherwise specified.

                  (c)      (i)      The term "documents" includes any and all
         instruments, documents, agreements, certificates, indentures, notices
         and other writings, however evidenced.

                           (ii)     The term "including" is not limiting and
                  means "including without limitation."

                           (iii)    In the computation of periods of time from a
                  specified date to a later specified date, the word "from"
                  means "from and including"; the words "to"

                                      23

<PAGE>

                  and "until" each mean "to but excluding", and the word
                  "through" means "to and including."

                  (d)      Unless otherwise expressly provided herein, (i)
         references to agreements (including this Agreement) and other
         contractual instruments shall be deemed to include all subsequent
         amendments and other modifications thereto, but only to the extent such
         amendments and other modifications are not prohibited by the terms of
         any Loan Document, and (ii) references to any statute or regulation are
         to be construed as including all statutory and regulatory provisions
         consolidating, amending, replacing, supplementing or interpreting the
         statute or regulation.

                  (e)      The captions and headings of this Agreement are for
         convenience of reference only and shall not affect the interpretation
         of this Agreement.

                  (f)      This Agreement and other Loan Documents may use
         several different limitations, tests or measurements to regulate the
         same or similar matters. All such limitations, tests and measurements
         are cumulative and shall each be performed in accordance with their
         terms. Unless otherwise expressly provided, any reference to any action
         of the Administrative Agent or the Banks by way of consent, approval or
         waiver shall be deemed modified by the phrase "in its/their sole
         discretion."

                  (g)      This Agreement and the other Loan Documents are the
         result of negotiations among and have been reviewed by counsel to the
         Administrative Agent, the Companies and the other parties, and are the
         products of all parties. Accordingly, they shall not be construed
         against the Banks or the Administrative Agent merely because of the
         Administrative Agent's or Banks' involvement in their preparation.

                  (h)      Each reference to "basis points" or "bps" shall be
         interpreted in accordance with the convention that 100 bps = 1.0%.

         1.3      Accounting Principles.

                  (a)      Unless the context otherwise clearly requires, all
         accounting terms not expressly defined herein shall be construed, and
         all financial computations required under this Agreement shall be made,
         in accordance with GAAP, consistently applied.

                  (b)      References herein to "fiscal year" and "fiscal
         quarter" refer to such fiscal periods of the Companies.

                  (c)      If at any time any change in GAAP would affect the
         computation of any financial ratio or requirement set forth in any Loan
         Document, and either the Companies, the Administrative Agent or the
         Required Banks shall so request, the Administrative Agent, the Banks
         and the Companies shall negotiate in good faith to amend such ratio or
         requirement to preserve the original intent thereof in light of such
         change in GAAP (subject to the approval of the Required Banks);
         provided that, until so amended, (i) such ratio or requirement shall
         continue to be computed in accordance with GAAP prior to such change
         therein and (ii) the Companies shall provide to the Administrative
         Agent and the Banks financial statements and other documents required
         under this Agreement or as

                                      24

<PAGE>

         reasonably requested hereunder setting forth a reconciliation between
         calculations of such ratio or requirement made before and after giving
         effect to such change in GAAP.

                  (d)      With respect to any Acquisition consummated on or
         after the Closing Date, the following shall apply:

                           (i)      For each period of four fiscal quarters of
                  Toro and its Subsidiaries ending next following the date of
                  any Acquisition, Consolidated EBIT shall include the results
                  of operations of the Person or assets so acquired on a
                  historical pro forma basis, and which amounts may include such
                  adjustments as are permitted under Regulation S-X of the
                  Securities and Exchange Commission and reasonably satisfactory
                  to the Administrative Agent;

                           (ii)     For each period of four fiscal quarters of
                  Toro and its Subsidiaries ending next following the date of
                  each Acquisition, Consolidated Interest Charges shall include
                  the results of operations of the Person or assets so acquired,
                  which amounts shall be determined on a historical pro forma
                  basis; provided, however, Consolidated Interest Charges shall
                  be adjusted on a historical pro forma basis to (A) eliminate
                  interest expense accrued during such period on any
                  Indebtedness repaid in connection with such Acquisition and
                  (B) include interest expense on any Indebtedness (including
                  Indebtedness hereunder) incurred, acquired or assumed in
                  connection with such Acquisition ("Incremental Debt")
                  calculated (I) as if all such Incremental Debt had been
                  incurred as of the first day of such four-quarter period and
                  (II) at the following interest rates: (x) for all periods
                  subsequent to the date of the Acquisition and for Incremental
                  Debt assumed or acquired in the Acquisition and in effect
                  prior to the date of Acquisition, at the actual rates of
                  interest applicable thereto, and (y) for all periods prior to
                  the actual incurrence of such Incremental Debt, equal to the
                  rate of interest actually applicable to such Incremental Debt
                  hereunder or under other financing documents applicable
                  thereto as at the end of each affected period of such four
                  fiscal quarters, as the case may be.

                  (e) With respect to any Material Disposition consummated on or
         after the Closing Date,

                           (i)      For each period of four fiscal quarters of
                  Toro and its Subsidiaries ending next following the date of
                  such Material Disposition, Consolidated EBIT for such period
                  shall be either (A) reduced by an amount equal to the
                  Consolidated EBIT (if positive) attributable to the property
                  that is the subject of such Material Disposition for such
                  period or (B) increased by an amount equal to the Consolidated
                  EBIT (if negative) attributable to such property for such
                  period.

                           (ii)     For each period of four fiscal quarters of
                  Toro and its Subsidiaries ending next following the date of
                  such Material Disposition, Consolidated Interest Charges shall
                  be reduced by an amount equal to the Consolidated Interest
                  Charges incurred by the applicable Company or Subsidiary in
                  connection with Indebtedness which is either (x) repaid with
                  the proceeds received by the

                                      25

<PAGE>

                  applicable Company or Subsidiary in connection with such
                  Material Disposition or (y) assigned or transferred to, and
                  assumed by, the Person to whom the Material Disposition is
                  made by the applicable Company or Subsidiary.

                  For the purposes of this paragraph, "Material Disposition"
         means any Disposition, or series of related Dispositions, by Toro and
         its Subsidiaries of real or personal property that has a gross book
         value, as determined in accordance with GAAP, equal to or greater than
         5% of consolidated total assets of Toro and its Subsidiaries determined
         as of the last day of the immediately preceding fiscal quarter of Toro,
         and "Disposition" means the sale, transfer, license or other
         disposition (including any sale and leaseback transaction) of any
         property by any Person, other than pursuant to or in connection with a
         Receivables Purchase Facility.

         1.4      Exchange Rates; Currency Equivalents.

                  (a)      The Administrative Agent shall determine the Spot
         Rates of Exchange as of each Revaluation Date applicable to any
         Optional Currency to be used for calculating Dollar Equivalent Amounts
         of Loans denominated in such Optional Currency. Spot Rates of Exchange
         shall become effective as of such Revaluation Date and shall be the
         Spot Rates of Exchange employed in converting any amounts between the
         applicable currencies until the next Revaluation Date to occur. Except
         for purposes of financial statements delivered by the Companies
         hereunder or calculating financial covenants hereunder or except as
         otherwise provided herein, the applicable amount of any currency for
         purposes of the Loan Documents shall be such Dollar Equivalent Amount
         as so determined by the Administrative Agent.

                  (b)      Wherever in this Agreement in connection with a
         Borrowing, Conversion, Continuation or prepayment of a Loan, an amount
         such as a required minimum or multiple amount is expressed in Dollars,
         but such Borrowing or Loan is denominated in an Optional Currency, such
         amount shall be the relevant Foreign Currency Equivalent of such Dollar
         amount (rounded to the nearest 1,000 units of such Optional Currency),
         as determined by the Administrative Agent.

         1.5      Redenomination of Certain Alternative Currencies.

                  (a)      Each obligation of the Companies to make a payment
         denominated in the national currency of any member state of the
         European Union that adopts the euro as its lawful currency after the
         date hereof shall be redenominated into euro at the effective date of
         the euro as such lawful currency (in accordance with the EMU
         Legislation). If, in relation to the currency of any such member state,
         the basis of accrual of interest expressed in this Agreement in respect
         of that currency shall be inconsistent with any convention or practice
         in the London interbank market for the basis of accrual of interest in
         respect of the euro, such expressed basis shall be replaced by such
         convention or practice with effect from the date on which such member
         state adopts the euro as its lawful currency; provided that if any
         Borrowing in the currency of such member state is outstanding
         immediately prior to such date, such replacement shall take effect,
         with respect to such Borrowing, at the end of the then current Interest
         Period.

                                      26

<PAGE>

                  (b)      Each provision of this Agreement shall be subject to
         such reasonable changes of construction as the Administrative Agent may
         from time to time specify to be appropriate to reflect the adoption of
         the euro by any member state of the European Union and any relevant
         market conventions or practices relating to the euro. The
         Administrative Agent may from time to time further modify the terms of,
         and practices contemplated by, this Agreement with respect to the euro
         to the extent Administrative Agent determines, in its reasonable
         discretion, that such modifications are necessary or convenient to
         reflect new laws, regulations, customs or practices developed in
         connection with the euro. The Administrative Agent may effect such
         modifications, and this Agreement shall be deemed so amended, without
         the consent of the Companies or the Banks to the extent such
         modifications are not materially disadvantageous to the Companies or
         the Banks, upon notice thereto.

                                  ARTICLE II.

                                   THE CREDITS

         2.1      Amounts and Terms of Commitments.

                  (a)      Each Bank severally agrees, on the terms and
         conditions set forth herein, to make loans in Dollars or any Optional
         Currency to any of the Companies from time to time on any Business Day
         during the period from the Closing Date to the Revolving Termination
         Date, in an aggregate amount not to exceed at any time outstanding the
         amount for such Bank set forth on Schedule 2.1 (such amount as the same
         may be reduced under Section 2.6 or as a result of one or more
         assignments under Section 12.7, the Bank's "Commitment"); provided,
         however, that, after giving effect to any Borrowing, the Effective
         Amount of all outstanding Loans (after determining the Dollar
         Equivalent Amount of all Optional Currency Loans) and the Effective
         Amount of all L/C Obligations and Swing Loans shall not at any time
         exceed the combined Commitments and provided further that the Effective
         Amount of the Loans of any Bank plus the participation of such Bank in
         the Effective Amount of outstanding Swing Loans and L/C Obligations
         (or, with respect to the Swing Line Bank and the Issuing Bank, the
         Effective Amount of outstanding Swing Loans and L/C Obligations,
         respectively, after subtracting the participations therein of all other
         Banks) shall not exceed such Bank's Commitment. Within the limits of
         each Bank's Commitment, and subject to the other terms and conditions
         hereof, the Companies may borrow under this Section 2.1, prepay under
         Section 2.7 and reborrow under this Section 2.1. Optional Currency
         Loans may be outstanding in no more than four (4) Optional Currencies
         at any one time.

                  (b)      Unavailability of Optional Currency. If a Bank
         determines that (i) an Optional Currency is not available to it in
         sufficient amount and for a sufficient term to enable it to make any
         Optional Currency Loan requested by or on behalf of any Company
         pursuant to Section 2.3, (ii) making any Optional Currency Loan
         requested by any Company would subject the Bank, in the Bank's sole
         judgment, to any Taxes, duty, or other change with respect to any
         Optional Currency Loan or its obligation to make Optional Currency
         Loans, or change the basis on which taxes are imposed on any amount
         payable to such Bank under this Agreement in respect of such Optional
         Currency Loan,

                                      27

<PAGE>

         the result of which would increase the cost to such Bank of making,
         funding or maintaining such Optional Currency Loan or to reduce any sum
         received or receivable by such Bank under this Agreement with respect
         to such Optional Currency Loan, or (iii) exchange controls or similar
         monetary restrictions are imposed or that with certainty will in the
         future be imposed that, in the reasonable judgment of such Bank,
         adversely affect the ability of such Bank to make such Optional
         Currency Loan, and so notifies the Administrative Agent no later than
         3:00 p.m. (Chicago time) on the same day it receives notice from the
         Administrative Agent of such requested Loan, the Administrative Agent
         shall use its best efforts to notify the Companies by 5:00 p.m.
         (Chicago time) on the same day. If the Companies nevertheless desire
         such Optional Currency Loan, they shall notify the Administrative Agent
         by no later than 10:00 a.m. (Chicago time), on the third (3rd) Business
         Day prior to the Borrowing Date. If the Administrative Agent does not
         receive such notice from the Companies by 10:00 a.m. (Chicago time) on
         the (3rd) Business Day prior to the Borrowing Date, the Companies shall
         automatically be deemed to have revoked their request for such Optional
         Currency Loan and the Administrative Agent shall promptly advise the
         Banks of such revocation. If the Companies do give such notice by such
         time, each Bank that did not so notify the Administrative Agent shall,
         subject to Article V, make its Loan in the Optional Currency requested
         in accordance with Section 2.3. Each Bank that did so notify the
         Administrative Agent by 3:00 p.m. (Chicago time), shall, subject to
         Article V, make an Offshore Rate Loan in the amount of the Original
         Dollar Amount of, and with the same Interest Period as, the Optional
         Currency Loan such Bank was originally requested to make. Such Offshore
         Rate Loan shall be made by the affected Bank on the same day as the
         other Banks make their relevant Pro Rata Share of Optional Currency
         Loans and shall be made available in accordance with the procedures for
         disbursing Loans in Dollars under Section 2.3. Any Loan made in an
         Optional Currency shall be advanced in such currency, and all payments
         of principal and interest thereon shall be made in such Optional
         Currency. However, if exchange controls or similar monetary
         restrictions are imposed or that with certainty will in the future be
         imposed that, in the reasonable judgment of any Bank, adversely affect
         the ability of such Bank to transfer or convert such Optional Currency
         payment into Dollars, such Bank will provide the Companies with notice
         and an opportunity to repay in such Optional Currency (including any
         cost incurred by such Bank under Section 4.4) for so long as such Bank
         can transfer or convert such Optional Currency payment into Dollars.
         Thereafter, all payments of principal and interest thereon shall be in
         the Dollar Equivalent Amount of such Optional Currency payment. In
         addition, if a Default or Event of Default exists, then all amounts
         owing with respect to any Optional Currency Loan shall be repaid at the
         end of the Interest Period and, at the option of the applicable
         Company, may be reborrowed as a Base Rate Loan in the Dollar Equivalent
         Amount of the Optional Currency Loan.

         2.2      Loan Accounts.

                  (a)      The Loans made by each Bank shall be evidenced by one
         or more loan accounts or records maintained by such Bank in the
         ordinary course of business. The loan accounts or records maintained by
         each Bank shall be rebuttable presumptive evidence of the amount of the
         Loans made by the Banks to the Companies and the interest and payments
         thereon. Any failure so to record or any error in doing so shall not,

                                      28

<PAGE>

         however, limit or otherwise affect the obligation of the Companies
         hereunder to pay any amount owing with respect to the Loans or any
         Letter of Credit. If there is any discrepancy between the loan account
         records kept by a Bank and the loan account records kept by the
         Administrative Agent for such Bank, the records of the Bank shall
         control, absent manifest error.

                  (b)      Upon the request of any Bank made through the
         Administrative Agent, the Loans made by such Bank shall be evidenced by
         a Revolving Note or Swing Line Note, as applicable, instead of or in
         addition to loan accounts. Each such Bank shall endorse on the
         schedules annexed to its Note(s) the date, amount, currency (in the
         case of Optional Currency Loans) and maturity of each Loan made by it
         and the amount of each payment of principal made by the Companies with
         respect thereto. Each Bank is irrevocably authorized by the Companies
         to endorse its Note(s) and each Bank's (or the Administrative Agent's)
         record shall be rebuttable presumptive evidence of the amount of the
         Loans made by the Banks to the Companies; provided, however, that the
         failure of a Bank to make, or an error in making, a notation thereon
         with respect to any Loan shall not limit or otherwise affect the
         obligations of the Companies hereunder or under any such Note to such
         Bank.

                  (c)      In addition to the accounts and records referred to
         in subsection (a), each Bank and the Administrative Agent shall
         maintain in accordance with its usual practice accounts or records
         evidencing the purchases and sales by such Bank of participations in
         Letters of Credit and Swing Loans. In the event of any conflict between
         the accounts and records maintained by the Administrative Agent and the
         accounts and records of any Bank in respect of such matters, the
         accounts and records of the Administrative Agent, in the absence of
         manifest error, shall control.

         2.3      Procedure for Borrowing.

                  (a)      Each Borrowing shall be made upon Toro's irrevocable
         written notice delivered to the Administrative Agent in the form of a
         Notice of Borrowing (which notice must be received by the
         Administrative Agent prior to (i) 12:00 noon (Chicago time) three (3)
         Business Days prior to the requested Borrowing Date, in the case of
         Offshore Rate Loans in Dollars, and four (4) Business Days prior to the
         requested Borrowing Date in the case of Optional Currency Loans, and
         (ii) 10:30 a.m. (Chicago time) on the requested Borrowing Date in the
         case of Base Rate Loans, in each case specifying:

                           (i)      the amount of the Borrowing, which shall be
                  in an aggregate minimum amount of $5,000,000 or any multiple
                  of $1,000,000 in excess thereof for Dollar Borrowings and for
                  Borrowings of Optional Currency Loans in a minimum amount of
                  the Foreign Currency Equivalent of $5,000,000;

                           (ii)     the requested Borrowing Date, which shall be
                  a Business Day;

                           (iii)    the Type of Loans comprising the Borrowing,
                  for which Company the Loan is being requested, and, if the
                  Loan is to be made in currency other than Dollars, the
                  Optional Currency in which such Loan is requested to be made;
                  and

                                      29

<PAGE>

                           (iv)     the duration of the Interest Period
                  applicable to such Loans included in such notice. If the
                  Notice of Borrowing fails to specify the duration of the
                  Interest Period for any Borrowing comprised of Offshore Rate
                  Loans, such Interest Period shall be one month.

                  (b)      The Administrative Agent will promptly notify each
         Bank of its receipt of any Notice of Borrowing and of the amount of
         such Bank's Pro Rata Share of that Borrowing.

                  (c)      Each Bank will make the amount of its Pro Rata Share
         of each Borrowing available to the Administrative Agent for the account
         of the applicable Company at the Administrative Agent's Payment Office
         by 12:00 noon (Chicago time) on the requested Borrowing Date in funds
         immediately available to the Administrative Agent. The proceeds of all
         such Loans will then be made available to the applicable Company by the
         Administrative Agent by wire transfer in accordance with written
         instructions provided to the Administrative Agent by Toro of like funds
         as received by the Administrative Agent.

                  (d)      After giving effect to any Borrowing, unless the
         Administrative Agent shall otherwise consent, there may not be more
         than eight different Interest Periods in effect in respect of all Loans
         together then outstanding.

         2.4      Conversion and Continuation Elections for Borrowings. By
delivering a Continuation/Conversion Notice to the Administrative Agent on or
before 10:30 a.m. (Chicago time) on a Business Day, the Companies may from time
to time irrevocably elect, on not less than (a) three (3) Business Days' notice
for Loans denominated in Dollars and (b) four (4) Business Days' notice for
Loans denominated in an Optional Currency, that all, or any portion in an
aggregate minimum amount of $5,000,000 and integral multiples of $1,000,000 for
Loans denominated in Dollars (or the Foreign Currency Equivalent of $5,000,000
in the case of Optional Currency Loans), of the Loans be, (i) in the case of
Base Rate Loans, converted into Offshore Rate Loans denominated in Dollars, (ii)
in the case of Offshore Rate Loans denominated in Dollars, be converted into
Base Rate Loans or continued as Offshore Rate Loans, or (iii) in the case of
Offshore Rate Loans denominated in an Optional Currency, continued as Offshore
Rate Loans in the same Optional Currency. Loans may only be converted or
continued as Loans denominated in the same currency as originally borrowed.

         In the absence of delivery of a Continuation/Conversion Notice with
respect to an Offshore Rate Loan at least (a) three (3) Business Days for such
Offshore Rate Loan denominated in Dollars, and (b) four (4) Business Days for
such Offshore Rate Loan denominated in an Optional Currency, before the last day
of the then current Interest Period with respect thereto and unless such
Offshore Rate Loan is repaid on such date,

                  (a)      an Offshore Rate Loan denominated in Dollars shall be
         converted automatically on such last day of such Interest Period to a
         Base Rate Loan, and

                                      30

<PAGE>

                  (b)      an Offshore Rate Loan denominated in an Optional
         Currency shall be deemed continued by the Companies on the last day of
         such Interest Period for another Interest Period equal to one month.

         Each such conversion and continuation shall be prorated among the
applicable outstanding Loans of all Banks, and no portion of the outstanding
principal amount of any Loan may be continued as, or be converted into, an
Offshore Rate Loan when any Default or Event of Default has occurred and is
continuing. The Administrative Agent shall promptly notify each Bank of the
applicable Interest Period and interest rate.

         2.5      The Swing Loan Facility.

                  (a)      Making of Swing Loans. During the period from the
         Closing Date to the Business Day immediately preceding the Revolving
         Termination Date, upon receipt of telephonic request from Toro, no
         later than 12:00 noon (Chicago time) on any Business Day, (which shall
         be confirmed immediately in writing by Toro via fax to the Swing Line
         Bank and the Administrative Agent in substantially the form of a Notice
         of Borrowing for Swing Loans) the Swing Line Bank shall make loans in
         Dollars to Toro and Credit solely for the Swing Line Bank's own account
         (except as otherwise provided in Section 2.5(b) (the "Swing Loans")),
         up to an aggregate principal amount at any one time outstanding not to
         exceed the lesser of (i) $20,000,000 and (ii) an amount equal to (A)
         the aggregate amount of the Commitments of all Banks at such time minus
         the Effective Amount of all Loans, Swing Loans and L/C Obligations then
         outstanding. The Swing Line Bank shall make the proceeds of such Loans
         available to Toro and Credit on the requested funding date and shall
         disburse such funds in Dollars and in immediately available funds to an
         account of either Toro or Credit, designated by Toro from time to time.
         Each Swing Loan shall be in a minimum amount of $500,000 and integral
         multiples of $100,000 in excess of that amount. All Swing Loans shall
         be payable on demand with accrued interest thereon and shall otherwise
         be subject to all the terms and conditions applicable to Loans, except
         that all interest thereon shall be at a per annum rate quoted to Toro
         by the Swing Line Bank on the date any Swing Loan shall be requested
         and be payable to the Administrative Agent, solely for the account of
         the Swing Line Bank (except as otherwise provided in Section 2.5(b)).
         The Swing Line Bank shall not make any Swing Loan after it receives
         written notice from either Toro or Credit or a Bank that one or more of
         the conditions precedent contained in Sections 5.2(b) or (c) will not
         on such date be satisfied, until such conditions are satisfied or
         waived by the Required Banks, and the Swing Line Bank shall not
         otherwise be required to determine that, or take notice whether, the
         conditions precedent set forth in Sections 5.2(b) and (c) hereof have
         been satisfied.

                  (b)      Repayment of Swing Loans. Upon demand by the Swing
         Line Bank (through the Administrative Agent) at any time when any Swing
         Loan remains outstanding, Toro and Credit shall and hereby jointly and
         severally promise to promptly repay all Swing Loans to the
         Administrative Agent (for the account of the Swing Line Bank). Upon
         such demand, Toro and Credit shall promptly borrow Loans from all the
         Banks, and the Banks shall promptly make Loans to Toro and Credit
         pursuant to Section 2.1 hereof (and for the purposes solely of such
         Borrowing, the required minimum

                                      31

<PAGE>

         amounts for Loans shall not be effective) and Toro and Credit hereby
         authorize the Swing Line Bank to apply the proceeds of such Loans to
         the repayment of such outstanding Swing Loans. The failure of any Bank
         to make available to the Administrative Agent (for the account of the
         Swing Line Bank) its Pro Rata Share of such Loans shall not relieve any
         other Bank of its obligation hereunder to make available to the
         Administrative Agent (for the account of the Swing Line Bank) such
         other Pro Rata Share of such Loans on the date funds are to be made
         available to repay such Swing Loans. If either Toro or Credit
         voluntarily or involuntarily fail to repay any such Swing Loan within
         one (1) Business Day after demand therefor by the Swing Line Bank
         (through the Administrative Agent), such Swing Loan will thereafter
         accrue interest at the per annum rate equal to the Base Rate plus 2%
         and each Bank hereby irrevocably and unconditionally agrees to purchase
         from the Swing Line Bank, without recourse or warranty, an undivided
         interest and participation in such Swing Loan in an amount equal to
         such Bank's Pro Rata Share thereof and shall pay such amount to the
         Administrative Agent (for the account of the Swing Line Bank) in
         Dollars and in immediately available funds. Such purchase shall become
         effective hereunder without the necessity of further action by any
         Person. If the amount required to be paid hereunder for the purchase of
         such participation interest is not paid to the Administrative Agent
         (for the account of the Swing Line Bank) by any Bank, the Swing Line
         Bank (acting through the Administrative Agent) shall be entitled to
         recover such amount on demand from such Bank together with accrued
         interest thereon, for each day from the date of demand therefor, if
         made prior to 12:00 noon (Chicago time) on any Business Day, or, if
         made at any other time, from the next Business Day following the date
         of such demand, until the date such amount is paid to the
         Administrative Agent (for the account of the Swing Line Bank) by such
         Bank, until three (3) Business Days have expired at the Federal Funds
         Rate and thereafter at the Base Rate. Nothing in this Section 2.5(b)
         shall be deemed to relieve any Bank of its obligation hereunder to pay
         the purchase price of its participation interest hereunder.

                  (c)      Each Bank's obligation to make Loans or to purchase
         and fund in Dollars participations in Swing Loans pursuant to this
         Section 2.5 shall be absolute and unconditional and shall not be
         affected by any circumstance, including (A) any set-off, counterclaim,
         recoupment, defense or other right which such Bank may have against the
         Swing Line Bank, the Companies or any other Person for any reason
         whatsoever, (B) the occurrence or continuance of a Default or Event of
         Default, or (C) any other occurrence, event or condition, whether or
         not similar to any of the foregoing; provided, however, that each
         Bank's obligation to make Swing Loans pursuant to this Section 2.5 is
         subject to the conditions set forth in Section 5.2. Any such purchase
         of participations by each Bank from the Swing Line Bank shall not
         relieve or otherwise impair the obligation of Toro and Credit to repay
         Swing Loans, together with interest as provided herein.

         2.6      Voluntary Termination or Reduction of Commitments. Toro may,
upon not less than five Business Days' prior notice from Toro to the
Administrative Agent, terminate the Commitments, or permanently reduce the
Commitments by an aggregate minimum amount of $5,000,000 or any multiple of
$1,000,000 in excess thereof; unless, after giving effect thereto and to any
prepayments of Loans made on the effective date thereof, (a) the Effective
Amount of all Loans, Swing Loans and L/C Obligations together would exceed the
amount of the combined Commitments then in effect or (b) the Effective Amount of
all L/C Obligations then outstanding

                                      32
<PAGE>

would exceed the L/C Commitment. Once reduced in accordance with this Section,
the Commitments may not be increased. Any reduction of the Commitments shall be
applied to each Bank according to its Pro Rata Share. All accrued Facility Fees
and letter of credit fees to, but not including the effective date of any
reduction or termination of Commitments, shall be paid on the effective date of
such reduction or termination.

         2.7      Optional Prepayments. Subject to Section 4.4, the Companies
may, at any time or from time to time upon irrevocable notice from Toro to the
Administrative Agent, ratably prepay Loans in whole or in part, in minimum
amounts of $5,000,000 or any multiple of $1,000,000 in excess thereof (or, in
relation to any Optional Currency Loan in a minimum amount of the Foreign
Currency Equivalent of $5,000,000); provided that such notice must be received
by the Administrative Agent not later than 10:30 a.m., Chicago time, (A) three
Business Days prior to any date of prepayment of Offshore Rate Loans denominated
in Dollars, (B) four Business Days prior to any date of prepayment of an
Optional Currency Loan denominated in any Optional Currency, and (C) on the date
of prepayment of Base Rate Committed Loans. Such notice of prepayment shall
specify the date and amount of such prepayment and the Type(s) of Loans to be
prepaid. The Administrative Agent will promptly notify each Bank of its receipt
of any such notice, and of such Bank's Pro Rata Share of such prepayment. If
such notice is given by Toro, the Companies shall make such prepayment and the
payment amount specified in such notice shall be due and payable on the date
specified therein, together with accrued interest, to each such date on the
amount prepaid and any amounts required pursuant to Section 4.4.

         2.8      Repayment of Loans. Each of the Companies shall and do hereby
promise to repay to the Banks on the Revolving Termination Date the aggregate
principal amount of Loans outstanding on such date made to it hereunder. If at
any time the Effective Amount of all Loans, Swing Loans and L/C Obligations
outstanding under this Agreement exceeds the combined Commitments of the Banks,
Toro shall, or shall cause the applicable Company, to promptly prepay to the
Administrative Agent for the account of the Banks an amount equal to such excess
plus accrued interest thereon.

         2.9      Interest.

                  (a)      Each Loan, other than Swing Loans and Optional
         Currency Loans, shall bear interest on the outstanding principal amount
         thereof from the applicable Borrowing Date at a rate per annum equal to
         the Offshore Rate or the Base Rate, as the case may be (and subject to
         the Companies' right to convert to other Types of Loans under Section
         2.4), plus the Applicable Margin. Each Optional Currency Loan shall
         bear interest on the outstanding principal amount thereof from the
         applicable Borrowing Date at a rate per annum equal to the Offshore
         Rate plus the Applicable Margin.

                  (b)      Interest on each Loan, other than Swing Loans, shall
         be paid in arrears on each Interest Payment Date. Interest shall also
         be paid on the date of any prepayment of Loans under Section 2.7 for
         the portion of the Loans so prepaid and upon payment (including
         prepayment) in full thereof and, during the existence of any Event of
         Default, interest shall be paid on demand of the Administrative Agent
         at the request or with the consent of the Required Banks.

                                       33
<PAGE>

                  (c)      Notwithstanding subsection (a) of this Section, while
         any Event of Default exists or after acceleration, at the request of
         the Required Banks, the Companies shall pay interest (after as well as
         before entry of judgment thereon to the extent permitted by law) on the
         principal amount of all outstanding Obligations, at a rate per annum
         which is determined by adding 2% per annum to the interest rate then in
         effect for such Loans and, in the case of Obligations not subject to an
         Applicable Margin, at a rate per annum equal to the Base Rate plus 2%;
         provided, however, that, on and after the expiration of any Interest
         Period applicable to any Offshore Rate Loan outstanding on the date of
         occurrence of such Event of Default or acceleration, the principal
         amount of such Loan shall, during the continuation of such Event of
         Default or after acceleration, bear interest at a rate per annum equal
         to the Base Rate plus 2%.

                  (d)      Anything herein to the contrary notwithstanding, the
         obligations of the Companies to any Bank hereunder shall be subject to
         the limitation that payments of interest shall not be required for any
         period for which interest is computed hereunder, to the extent (but
         only to the extent) that contracting for or receiving such payment by
         such Bank would be contrary to the provisions of any law applicable to
         such Bank limiting the highest rate of interest that may be lawfully
         contracted for, charged or received by such Bank, and in such event the
         Companies shall pay such Bank interest at the highest rate permitted by
         applicable law.

                  (e)      For any day on which the sum of the outstanding
         principal amount of all Loans, Swing Loans, L/C Obligations and Loans
         (as defined in the 364-Day Agreement) under the 364-Day Agreement shall
         be greater than or equal to 25% of the sum of the combined Commitments
         of the Banks under this Agreement plus the combined Commitments (as
         defined in the 364-Day Credit Agreement) of the Banks under the 364-Day
         Credit Agreement (such determination referred to as the "Utilization
         Percentage"), the Companies shall pay to the Administrative Agent for
         the account of each Bank in accordance with its Pro Rata Share a
         utilization fee (a "Utilization Fee") equal to the percent per annum
         set forth in the chart below according to the applicable Utilization
         Percentage on the aggregate actual daily Dollar Equivalent Amount of
         all outstanding Loans, Swing Loans and L/C Obligations to the Companies
         on such day.

<TABLE>
<CAPTION>
-----------------------------------     ---------------
      UTILIZATION PERCENTAGE            UTILIZATION FEE
-----------------------------------     ---------------
<S>                                     <C>
Greater than or equal to 25% but            0.125%
less than 50%
-----------------------------------     ---------------
Greater than or equal to 50%                0.250%
-----------------------------------     ----------------
</TABLE>

         The accrued Utilization Fees, if any, shall be calculated and payable
         quarterly in arrears on the last Business Day of each March, June,
         September and December commencing on the first such date after the
         Closing Date and on the date or dates on which the Commitments
         terminate and any outstanding Loans are repaid. All Utilization Fees
         shall be computed on the basis of a year of 360 days and shall be
         payable for the actual number of days elapsed (including the first day
         but excluding the last day). The Utilization Fee

                                       34
<PAGE>

         shall accrue at all times, including at any time during which one or
         more of the conditions of Article V are not met.

         2.10     Fees.

                  (a)      Toro shall pay the fees to the Administrative Agent
         as required by the letter agreement ("Fee Letter") addressed to Toro
         and acknowledged by the Administrative Agent dated January 3, 2002.

                  (b)      The Companies shall pay to the Administrative Agent
         for the account of each Bank the Facility Fee quarterly, in arrears, on
         the last Business Day of each calendar quarter; provided, however, that
         the Companies shall not be obligated to pay the Facility Fee for the
         account of any Bank which has failed and continues to fail to fund, or
         provide for the funding of, Loans as provided hereunder.

         2.11     Computation of Fees and Interest.

                  (a)      All computations of interest for Base Rate Loans
         shall be made on the basis of a year of 365 or 366 days, as the case
         may be, and actual days elapsed. All other computations of fees and
         interest shall be made on the basis of a 360-day year and actual days
         elapsed, or, in the case of interest in respect of Loans denominated in
         Optional Currencies as to which market practice differs from the
         foregoing, in accordance with such market practice as determined by the
         Administrative Agent. Interest and fees shall accrue during each period
         during which interest or such fees are computed from the first day
         thereof to the last day thereof.

                  (b)      Each determination of an interest rate by the
         Administrative Agent shall be conclusive and binding on the Companies
         and the Banks in the absence of manifest error.

         2.12     Payments by the Companies.

                  (a)      All payments to be made by the Companies shall be
         made without set-off, recoupment, defense or counterclaim. Except as
         otherwise expressly provided herein, all payments by the Companies
         shall be made to the Administrative Agent for the account of the Banks
         at the Administrative Agent's Payment Office, and shall be made in the
         same currency in which such Loan was made and in immediately available
         funds, no later than 1:00 p.m. (Chicago time) on the date specified
         herein. The Administrative Agent will promptly distribute to each Bank
         its Pro Rata Share (or other applicable share as expressly provided
         herein) of such payment in like funds as received. Any payment received
         by the Administrative Agent later than 1:00 p.m. (Chicago time) shall
         be deemed to have been received on the following Business Day and any
         applicable interest or fee shall continue to accrue.

                  (b)      Subject to the provisions set forth in the definition
         of "Interest Period" herein, whenever any payment is due on a day other
         than a Business Day, such payment shall be made on the following
         Business Day, and such extension of time shall in such case be included
         in the computation of interest or fees, as the case may be.

                                       35
<PAGE>

                  (c)      Unless the Administrative Agent receives notice from
         Toro prior to the date on which any payment is due to the Banks that
         the Companies will not make such payment in full as and when required,
         the Administrative Agent may assume that the Companies have made such
         payment in full to the Administrative Agent on such date in immediately
         available funds and the Administrative Agent may (but shall not be so
         required), in reliance upon such assumption, distribute to each Bank on
         such due date an amount equal to the amount then due such Bank. If and
         to the extent the Companies have not made such payment in full to the
         Administrative Agent, each Bank shall repay to the Administrative Agent
         on demand such amount distributed to such Bank, together with interest
         thereon at the Overnight Rate until three Business Days have expired,
         and then at the Base Rate, for each day from the date such amount is
         distributed to such Bank until the date repaid.

                  (d)      If at any time insufficient funds are received by and
         available to the Administrative Agent to pay fully all amounts of
         principal, L/C Borrowings, interest and fees then due hereunder, such
         funds shall be applied (i) first, toward costs and expenses (including
         attorney fees and expenses and amounts payable under Article IV)
         incurred by the Administrative Agent and each Bank, (ii) second, toward
         repayment of interest and fees then due hereunder, ratably among the
         parties entitled thereto in accordance with the amounts of interest and
         fees then due to such parties, and (iii) third, toward repayment of
         principal and L/C Borrowings then due hereunder, ratably among the
         parties entitled thereto in accordance with the amounts of principal
         and L/C Borrowings then due to such parties.

         2.13     Payments by the Banks to the Administrative Agent.

                  (a)      Unless the Administrative Agent receives notice from
         a Bank on or prior to the Closing Date or, with respect to any
         Borrowing after the Closing Date, at least one Business Day prior to
         the date of such Borrowing, that such Bank will not make available as
         and when required hereunder to the Administrative Agent for the account
         of the Companies the amount of that Bank's Pro Rata Share of the
         Borrowing, the Administrative Agent may assume that each Bank has made
         such amount available to the Administrative Agent in immediately
         available funds on the Borrowing Date and the Administrative Agent may
         (but shall not be so required), in reliance upon such assumption, make
         available to the Companies on such date a corresponding amount. If and
         to the extent any Bank shall not have made its full amount available to
         the Administrative Agent in immediately available funds and the
         Administrative Agent in such circumstances has made available to the
         Companies such amount, that Bank shall on the Business Day following
         such Borrowing Date make such amount available to the Administrative
         Agent, together with interest at the Overnight Rate until three
         Business Days have expired, and then at the Base Rate, for each day
         during such period. A notice of the Administrative Agent submitted to
         any Bank with respect to amounts owing under this subsection (a) shall
         be conclusive, absent manifest error. If such amount is so made
         available, such payment to the Administrative Agent shall constitute
         such Bank's Loan on the date of Borrowing for all purposes of this
         Agreement. If such amount is not made available to the Administrative
         Agent on the Business Day following the Borrowing Date, the
         Administrative Agent will notify Toro of such failure to fund and, upon
         demand

                                       36
<PAGE>

         by the Administrative Agent, the Companies shall pay such amount to the
         Administrative Agent for the Administrative Agent's account, together
         with interest thereon for each day elapsed since the date of such
         Borrowing, at a rate per annum equal to the interest rate applicable at
         the time to the Loans comprising such Borrowing.

                  (b)      The failure of any Bank to make any Loan on any
         Borrowing Date shall not relieve any other Bank of any obligation
         hereunder to make a Loan on such Borrowing Date, but no Bank shall be
         responsible for the failure of any other Bank to make the Loan to be
         made by such other Bank on any Borrowing Date.

                  (c)      If any Bank makes available to the Administrative
         Agent funds for any Loan to be made by such Bank as provided in the
         foregoing provisions of this Article II, and such funds are not made
         available to the Companies by the Administrative Agent because the
         conditions to the applicable Credit Extension set forth in Article V
         are not satisfied or waived in accordance with the terms hereof, the
         Administrative Agent shall return such funds (in like funds as received
         from such Bank) to such Bank, without interest.

                  (d)      Nothing herein shall be deemed to obligate any Bank
         to obtain the funds for any Loan in any particular place or manner or
         to constitute a representation by any Bank that it has obtained or will
         obtain the funds for any Loan in any particular place or manner.

         2.14 Sharing of Payments, Etc. If, other than as expressly provided
elsewhere herein, any Bank shall obtain on account of the Loans made by it any
payment (whether voluntary, involuntary, through the exercise of any right of
set-off, or otherwise) in excess of its ratable share (or other share
contemplated hereunder), such Bank shall immediately (a) notify the
Administrative Agent of such fact, and (b) purchase from the other Banks such
participations in the Loans made by them as shall be necessary to cause such
purchasing Bank to share the excess payment pro rata with each of them;
provided, however, that if all or any portion of such excess payment is
thereafter recovered from the purchasing Bank (including pursuant to any
settlement entered into by the Administrative Agent or any Bank in its
discretion), such purchase shall to that extent be rescinded and each other Bank
shall repay to the purchasing Bank the purchase price paid therefor, together
with an amount equal to such paying Bank's ratable share (according to the
proportion of (i) the amount of such paying Bank's required repayment to (ii)
the total amount so recovered from the purchasing Bank) of any interest or other
amount paid or payable by the purchasing Bank in respect of the total amount so
recovered, without further interest thereon. The Companies agree that any Bank
so purchasing a participation from another Bank may, to the fullest extent
permitted by law, exercise all its rights of payment (including the right of
set-off, but subject to Section 12.9) with respect to such participation as
fully as if such Bank were the direct creditor of the Companies in the amount of
such participation. The Administrative Agent will keep records (which shall be
conclusive and binding in the absence of manifest error) of participations
purchased under this Section and will in each case notify the Banks following
any such purchases or repayments. Each Bank that purchases a participation
pursuant to this Section shall from and after such purchase have the right to
give all notices, requests, demands, directions and other communications under
this Agreement with respect to

                                       37
<PAGE>

the portion of the Obligations purchased to the same extent as though the
purchasing Bank were the original owner of the Obligations purchased.

         2.15     Limitations on Borrowings. Notwithstanding anything to the
contrary in this Agreement, (a) no Loans shall be requested by or made to Tover
Overseas B.V. by any Bank until such time as all certificates and other
documents required by Sections 5.1(b) and 5.1(c)(ii) have been received by the
Administrative Agent, and (b) no Loans shall be requested by or made to Toro
Factoring Company N.V. by any Bank until such time as the certificate required
by Section 5.1(c)(ii) has been received by the Administrative Agent.

                                  ARTICLE III.

                              THE LETTERS OF CREDIT

         3.1      The Letter of Credit Subfacility.

                  (a)      On the terms and conditions set forth herein (i) the
         Issuing Bank agrees, (A) from time to time on any Business Day during
         the period from the Closing Date to the date which is seven Business
         Days immediately preceding the Revolving Termination Date to Issue
         Letters of Credit denominated in Dollars for the account of either Toro
         or Credit, and to amend or renew Letters of Credit previously Issued by
         it, in accordance with subsections 3.2(c) and 3.2(d), and (B) to honor
         drafts under the Letters of Credit; and (ii) the Banks severally agree
         to participate in Letters of Credit Issued for the account of either
         Toro or Credit; provided, that the Issuing Bank shall not Issue, and no
         Bank shall be obligated to participate in, any Letter of Credit if as
         of the date of Issuance of such Letter of Credit (the "Issuance Date")
         (1) the Effective Amount of all L/C Obligations plus the Effective
         Amount of all Loans plus the Effective Amount of all Swing Loans
         exceeds the combined Commitments, (2) the participation of any Bank in
         the Effective Amount of all L/C Obligations plus the Effective Amount
         of the Loans plus the Effective Amount of all Swing Loans of such Bank
         exceeds such Bank's Commitment, or (3) the Effective Amount of L/C
         Obligations exceeds the L/C Commitment. Within the foregoing limits,
         and subject to the other terms and conditions hereof, Toro or Credit's
         ability to obtain Letters of Credit shall be fully revolving, and,
         accordingly, Toro or Credit may, during the foregoing period, obtain
         Letters of Credit to replace Letters of Credit which have expired or
         which have been drawn upon and reimbursed.

                  (b)      The Issuing Bank shall not Issue any Letter of Credit
                  if:

                           (i)      any order, judgment or decree of any
                  Governmental Authority or arbitrator shall by its terms
                  purport to enjoin or restrain the Issuing Bank from Issuing
                  such Letter of Credit, or any Requirement of Law applicable to
                  the Issuing Bank or any request or directive (whether or not
                  having the force of law) from any Governmental Authority with
                  jurisdiction over the Issuing Bank shall prohibit, or request
                  that the Issuing Bank refrain from, the Issuance of letters of
                  credit generally or such Letter of Credit in particular or
                  shall impose upon the Issuing Bank with respect to such Letter
                  of Credit any restriction, reserve or

                                       38
<PAGE>
                  capital requirement (for which the Issuing Bank is not
                  otherwise compensated hereunder) not in effect on the Closing
                  Date, or shall impose upon the Issuing Bank any unreimbursed
                  loss, cost or expense which was not applicable on the Closing
                  Date and which the Issuing Bank in good faith deems material
                  to it;

                           (ii)     the Issuing Bank has received written notice
                  from any Bank, the Administrative Agent or either Toro or
                  Credit, on or prior to the Business Day prior to the requested
                  date of Issuance of such Letter of Credit, that one or more of
                  the applicable conditions contained in Article V is not then
                  satisfied;

                           (iii)    the expiry date of any requested Letter of
                  Credit occurs after the Revolving Termination Date;

                           (iv)     any requested Letter of Credit does not
                  provide for drafts, or is not otherwise in form and substance
                  acceptable to the Issuing Bank, or the Issuance of a Letter of
                  Credit shall violate any applicable policies of the Issuing
                  Bank; or

                           (v)      such Letter of Credit is in a face amount
                  less than $1,000,000 or to be denominated in a currency other
                  than Dollars.

         3.2      Issuance, Amendment and Renewal of Letters of Credit.

                  (a)      Each Letter of Credit shall be Issued upon the
         irrevocable written request of Toro received by the Issuing Bank (with
         a copy sent by Toro to the Administrative Agent) at least three
         Business Days (or such shorter time as the Issuing Bank may agree in a
         particular instance in its sole discretion) prior to the proposed date
         of Issuance. Each such request for issuance of a Letter of Credit shall
         be by facsimile in the form of an L/C Application, and shall specify in
         form and detail satisfactory to the Issuing Bank: (i) the proposed date
         of Issuance of the Letter of Credit (which shall be a Business Day);
         (ii) the face amount of the Letter of Credit; (iii) the expiry date of
         the Letter of Credit; (iv) the name and address of the beneficiary
         thereof; (v) the documents to be presented by the beneficiary of the
         Letter of Credit in case of any drawing thereunder; (vi) the full text
         of any certificate to be presented by the beneficiary in case of any
         drawing thereunder; and (vii) such other matters as the Issuing Bank
         may require.

                  (b)      Prior to the Issuance of any Letter of Credit, the
         Issuing Bank will confirm with the Administrative Agent (by telephone
         or in writing) that the Administrative Agent has received a copy of the
         L/C Application or L/C Amendment Application from the applicable
         Company and, if not, the Issuing Bank will provide the Administrative
         Agent with a copy thereof. Unless the Issuing Bank has received notice
         on or before the Business Day immediately preceding the date the
         Issuing Bank is to Issue a requested Letter of Credit from the
         Administrative Agent (A) directing the Issuing Bank not to Issue such
         Letter of Credit because such Issuance is not then permitted under
         subsection 3.1 (a) as a result of the limitations set forth in clauses
         (1) through (3) thereof or subsection 3.1(b)(ii); or (B) that one or
         more conditions specified in Article V are not then satisfied; then,
         subject to the terms and conditions hereof, the Issuing Bank shall, on

                                       39
<PAGE>

         the requested date, Issue a Letter of Credit for the account of the
         Company designated by Toro in accordance with the Issuing Bank's usual
         and customary business practices.

                  (c)      From time to time while a Letter of Credit is
         outstanding and prior to the Revolving Termination Date, the Issuing
         Bank will, upon the written request of Toro received by the Issuing
         Bank (with a copy sent by Toro to the Administrative Agent) at least
         three Business Days (or such shorter time as the Issuing Bank may agree
         in a particular instance in its sole discretion) prior to the proposed
         date of amendment, amend any Letter of Credit Issued by it. Each such
         request for amendment of a Letter of Credit shall be made by facsimile
         in the form of an L/C Amendment Application and shall specify in form
         and detail satisfactory to the Issuing Bank: (i) the Letter of Credit
         to be amended; (ii) the proposed date of amendment of the Letter of
         Credit (which shall be a Business Day); (iii) the nature of the
         proposed amendment; and (iv) such other matters as the Issuing Bank may
         require. The Issuing Bank shall be under no obligation to amend any
         Letter of Credit if: (A) the Issuing Bank would have no obligation at
         such time to Issue such Letter of Credit in its amended form under the
         terms of this Agreement; or (B) the beneficiary of any such Letter of
         Credit does not accept the proposed amendment to the Letter of Credit.
         The Administrative Agent will promptly notify the Banks of the Issuance
         of a Letter of Credit (or amendment thereto) pursuant to any L/C
         Application or L/C Amendment Application.

                  (d)      The Issuing Bank and the Banks agree that, while a
         Letter of Credit is outstanding and prior to the Revolving Termination
         Date, at the option of Toro and upon the written request of Toro
         received by the Issuing Bank (with a copy sent by Toro to the
         Administrative Agent) at least three Business Days (or such shorter
         time as the Issuing Bank may agree in a particular instance in its sole
         discretion) prior to the proposed date of notification of renewal, the
         Issuing Bank shall be entitled to authorize the automatic renewal of
         any Letter of Credit Issued by it. Each such request for renewal of a
         Letter of Credit shall be made by facsimile, confirmed immediately in
         an original writing, in the form of an L/C Amendment Application, and
         shall specify in form and detail satisfactory to the Issuing Bank: (i)
         the Letter of Credit to be renewed; (ii) the proposed date of
         notification of renewal of the Letter of Credit (which shall be a
         Business Day); (iii) the revised expiry date of the Letter of Credit;
         and (iv) such other matters as the Issuing Bank may require. The
         Issuing Bank shall be under no obligation to renew any Letter of Credit
         if: (A) the Issuing Bank would have no obligation at such time to Issue
         or amend such Letter of Credit in its renewed form under the terms of
         this Agreement; or (B) the beneficiary of any such Letter of Credit
         does not accept the proposed renewal of the Letter of Credit. If any
         outstanding Letter of Credit shall provide that it shall be
         automatically renewed unless the beneficiary thereof receives notice
         from the Issuing Bank that such Letter of Credit shall not be renewed,
         and if at the time of renewal the Issuing Bank would be entitled to
         authorize the automatic renewal of such Letter of Credit in accordance
         with this subsection 3.2(d) upon the request of Toro but the Issuing
         Bank shall not have received any L/C Amendment Application from Toro
         with respect to such renewal or other written direction by the
         Companies with respect thereto, the Issuing Bank shall nonetheless be
         permitted to allow such Letter of Credit to renew, and Toro and the
         Banks hereby authorize such renewal, and, accordingly, the Issuing Bank
         shall be

                                       40
<PAGE>

         deemed to have received an L/C Amendment Application from Toro
         requesting such renewal.

                  (e)      The Issuing Bank may, at its election (or as required
         by the Administrative Agent at the direction of the Required Banks),
         deliver any notices of termination or other communications to any
         Letter of Credit beneficiary or transferee, and take any other action
         as necessary or appropriate, at any time and from time to time, in
         order to cause the expiry date of such Letter of Credit to be a date
         not later than the Revolving Termination Date.

                  (f)      This Agreement shall control in the event of any
         conflict with any L/C-Related Document (other than any Letter of
         Credit).

                  (g)      The Issuing Bank will also deliver to the
         Administrative Agent, concurrently or promptly following its delivery
         of a Letter of Credit, or amendment to or renewal of a Letter of
         Credit, to an advising bank or a beneficiary, a true and complete copy
         of each such Letter of Credit or amendment to or renewal of a Letter of
         Credit and the Administrative Agent shall promptly (but in no event
         less than quarterly) provide the Banks a summary of the Letters of
         Credit outstanding.

         3.3      Risk Participations, Drawings and Reimbursements.

                  (a)      Immediately upon the Issuance of each Letter of
         Credit, each Bank shall be deemed to, and hereby irrevocably and
         unconditionally agrees to, purchase from the Issuing Bank a
         participation in such Letter of Credit and each drawing thereunder in
         an amount equal to the product of (i) the Pro Rata Share of such Bank,
         times (ii) the maximum amount available to be drawn under such Letter
         of Credit and the amount of such drawing, respectively. For purposes of
         subsection 2.1(a), each Issuance of a Letter of Credit shall be deemed
         to utilize the Commitment of each Bank by an amount equal to the amount
         of such participation.

                  (b)      In the event of any request for a drawing under a
         Letter of Credit by the beneficiary or transferee thereof, the Issuing
         Bank will promptly notify Toro. The applicable Company shall reimburse
         the Issuing Bank prior to 12:00 noon (Chicago time), on each date that
         any amount is paid by the Issuing Bank under any Letter of Credit (each
         such date, an "Honor Date"), in an amount equal to the amount so paid
         by the Issuing Bank. In the event the applicable Company fails to
         reimburse the Issuing Bank for the full amount of any drawing under any
         Letter of Credit by 12:00 noon (Chicago time) on the Honor Date, the
         Issuing Bank will promptly notify the Administrative Agent and the
         Administrative Agent will promptly notify each Bank thereof, and the
         applicable Company shall be deemed to have requested that Base Rate
         Loans in the amount of the shortfall be made by the Banks to be
         disbursed on the Honor Date under such Letter of Credit, subject to the
         amount of the unutilized portion of the combined Commitments and
         subject to the conditions set forth in Section 5.2. Any notice given by
         the Issuing Bank or the Administrative Agent pursuant to this
         subsection 3.3(b) may be oral if immediately confirmed in writing
         (including by facsimile); provided

                                       41
<PAGE>

         that the lack of such an immediate confirmation shall not affect the
         conclusiveness or binding effect of such notice.

                  (c)      Each Bank shall upon any notice pursuant to
         subsection 3.3(b) make available to the Administrative Agent for the
         account of the relevant Issuing Bank an amount in Dollars and in
         immediately available funds equal to its Pro Rata Share of the amount
         of the drawing, whereupon the participating Banks shall (subject to
         subsection 3.3(d)) each be deemed to have made a Base Rate Loan to the
         applicable Company in that amount. If any Bank so notified fails to
         make available to the Administrative Agent for the account of the
         Issuing Bank the amount of such Bank's Pro Rata Share of the amount of
         the drawing by no later than 2:00 p.m. (Chicago time) on the Honor
         Date, then interest shall accrue on such Bank's obligation to make such
         payment, from the Honor Date to the date such Bank makes such payment,
         at a rate per annum equal to the Overnight Rate in effect from time to
         time during such period until three Business Days have expired, and
         then at the Base Rate. The Administrative Agent will promptly give
         notice of the occurrence of the Honor Date, but failure of the
         Administrative Agent to give any such notice on the Honor Date or in
         sufficient time to enable any Bank to effect such payment on such date
         shall not relieve such Bank from its obligations under this Section
         3.3.

                  (d)      With respect to any unreimbursed drawing that is not
         paid with the proceeds of Base Rate Loans to the applicable Company in
         whole or in part, because of the applicable Company's failure to
         satisfy the conditions set forth in Section 5.2 or for any other
         reason, the applicable Company shall be deemed to have incurred from
         the Issuing Bank an L/C Borrowing in the amount of such drawing, which
         L/C Borrowing shall be due and payable on demand (together with
         interest) and shall bear interest at a rate per annum equal to the Base
         Rate plus 2% per annum, and each Bank's payment to the Issuing Bank
         pursuant to subsection 3.3(c) shall be deemed payment in respect of its
         participation in such L/C Borrowing and shall constitute an L/C Advance
         from such Bank in satisfaction of its participation obligation under
         this Section 3.3.

                  (e)      Each Bank's obligation in accordance with this
         Agreement to make the Loans or L/C Advances, as contemplated by this
         Section 3.3, as a result of a drawing under a Letter of Credit, shall
         be absolute and unconditional and without recourse to the Issuing Bank
         and shall not be affected by any circumstance, including (i) any
         set-off, counterclaim, recoupment, defense or other right which such
         Bank may have against the Issuing Bank, the applicable Company or any
         other Person for any reason whatsoever; (ii) the occurrence or
         continuance of a Default, an Event of Default or a Material Adverse
         Effect; or (iii) any other circumstance, happening or event whatsoever,
         whether or not similar to any of the foregoing; provided, however, that
         each Bank's obligation to make Loans under this Section 3.3 is subject
         to the conditions set forth in Section 5.2.

         3.4      Repayment of Participations.

                  (a)      Upon (and only upon) receipt by the Administrative
         Agent or the Issuing Bank for the account of the Issuing Bank of
         immediately available funds from the applicable Company (i) in
         reimbursement of any payment made by the Issuing Bank

                                       42
<PAGE>

         under the Letter of Credit with respect to which any Bank has paid the
         Administrative Agent for the account of the Issuing Bank for such
         Bank's participation in the Letter of Credit pursuant to Section 3.3 or
         (ii) in payment of interest thereon, the Administrative Agent will pay
         to each Bank, in the same funds as those received by the Administrative
         Agent for the account of the Issuing Bank, the amount of such Bank's
         Pro Rata Share of such funds, and the Issuing Bank shall receive the
         amount of the Pro Rata Share of such funds of any Bank that did not so
         pay the Administrative Agent for the account of the Issuing Bank as
         required pursuant to Section 3.3.

                  (b)      If the Administrative Agent or the Issuing Bank is
         required at any time to return to the applicable Company, or to a
         trustee, receiver, liquidator, custodian, or any official in any
         Insolvency Proceeding, any portion of the payments made by the
         applicable Company to the Administrative Agent for the account of the
         Issuing Bank, and the Administrative Agent has so paid each Bank its
         Pro Rata Share thereof pursuant to subsection 3.4(a), in reimbursement
         of a payment made under the Letter of Credit or interest or fee
         thereon, each Bank shall, on demand of the Administrative Agent,
         forthwith return to the Administrative Agent or the Issuing Bank the
         amount of its Pro Rata Share of any amounts so returned by the
         Administrative Agent or the Issuing Bank plus interest thereon from the
         date such demand is made to the date such amounts are returned by such
         Bank to the Administrative Agent or the Issuing Bank, at a rate per
         annum equal to the Overnight Rate in effect from time to time during
         such period until three Business Days have expired, and then at the
         Base Rate.

         3.5      Role of the Issuing Bank.

                  (a)      Each Bank, Toro and Credit agree that, in paying any
         drawing under a Letter of Credit, the Issuing Bank shall not have any
         responsibility to obtain any document (other than any sight draft and
         certificates expressly required by the Letter of Credit) or to
         ascertain or inquire as to the validity or accuracy of any such
         document or the authority of the Person executing or delivering any
         such document.

                  (b)      No Administrative Agent-Related Person nor any of the
         respective correspondents, participants or assignees of the Issuing
         Bank shall be liable to any Bank for: (i) any action taken or omitted
         in connection herewith at the request or with the approval of the
         Banks; (ii) any action taken or omitted in the absence of gross
         negligence or willful misconduct; or (iii) the due execution,
         effectiveness, validity or enforceability of any L /C-Related Document.

                  (c)      Toro and Credit hereby assume all risks of the acts
         or omissions of any beneficiary or transferee with respect to its use
         of any Letter of Credit; provided, however, that this assumption is not
         intended to, and shall not, preclude Toro or Credit from pursuing such
         rights and remedies as it may have against the beneficiary or
         transferee at law or under any other agreement. No Administrative
         Agent-Related Person, nor any of the respective correspondents,
         participants or assignees of the Issuing Bank, shall be liable or
         responsible for any of the matters described in clauses (i) through
         (vii) of Section 3.6; provided, however, anything in such clauses to
         the contrary notwithstanding, that the applicable Company may have a
         claim against the Issuing Bank,

                                       43
<PAGE>

         and the Issuing Bank may be liable to the applicable Company, to the
         extent, but only to the extent, of any direct, as opposed to
         consequential, indirect, special or punitive damages suffered by the
         applicable Company which the applicable Company proves were caused by
         the Issuing Bank's willful misconduct or gross negligence or the
         Issuing Bank's willful failure to pay under any Letter of Credit after
         the presentation to it by the beneficiary of a sight draft and
         certificate(s) strictly complying with the terms and conditions of a
         Letter of Credit. In furtherance and not in limitation of the
         foregoing: (i) the Issuing Bank may accept documents that appear on
         their face to be in order, without responsibility for further
         investigation, regardless of any notice or information to the contrary;
         and (ii) the Issuing Bank shall not be responsible for the validity or
         sufficiency of any instrument transferring or assigning or purporting
         to transfer or assign a Letter of Credit or the rights or benefits
         thereunder or proceeds thereof, in whole or in part, which may prove to
         be invalid or ineffective for any reason.

         3.6      Obligations Absolute. The obligations of Toro and Credit under
this Agreement and any L/C-Related Document to reimburse the Issuing Bank for a
drawing under a Letter of Credit, and to repay any L/C Borrowing and any drawing
under a Letter of Credit converted into Loans, shall be unconditional and
irrevocable, and shall be paid strictly in accordance with the terms of this
Agreement and each such other L/C-Related Document under all circumstances,
including the following:

                           (i)      any lack of validity or enforceability of
                  this Agreement or any L/C-Related Document;

                           (ii)     any change in the time, manner or place of
                  payment of, or in any other term of, all or any of the
                  obligations of the applicable Company in respect of any Letter
                  of Credit or any other amendment or waiver of or any consent
                  to departure from all or any of the L/C-Related Documents;

                           (iii)    the existence of any claim, set-off, defense
                  or other right that the applicable Company may have at any
                  time against any beneficiary or any transferee of any Letter
                  of Credit (or any Person for whom any such beneficiary or any
                  such transferee may be acting), the Issuing Bank or any other
                  Person, whether in connection with this Agreement, the
                  transactions contemplated hereby or by the L/C-Related
                  Documents or any unrelated transaction;

                           (iv)     any draft, demand, certificate or other
                  document presented under any Letter of Credit proving to be
                  forged, fraudulent, invalid or insufficient in any respect or
                  any statement therein being untrue or inaccurate in any
                  respect; or any loss or delay in the transmission or otherwise
                  of any document required in order to make a drawing under any
                  Letter of Credit;

                           (v)      any payment by the Issuing Bank under any
                  Letter of Credit against presentation of a draft or
                  certificate that does not strictly comply with the terms of
                  any Letter of Credit; or any payment made by the Issuing Bank
                  under any Letter of Credit to any Person purporting to be a
                  trustee in bankruptcy, debtor-in-possession, assignee for the
                  benefit of creditors, liquidator, receiver or

                                       44
<PAGE>

                  other representative of or successor to any beneficiary or any
                  transferee of any Letter of Credit, including any arising in
                  connection with any Insolvency Proceeding; provided, however,
                  neither Toro nor Credit shall be obligated to reimburse the
                  Issuing Bank for any wrongful payment or disbursements made
                  under any Letter of Credit as a result of acts or omissions
                  constituting gross negligence or willful misconduct on the
                  part of the Issuing Bank;

                           (vi)     any exchange, release or non-perfection of
                  any collateral, or any release or amendment or waiver of or
                  consent to departure from any other guarantee, for all or any
                  of the obligations of Toro or Credit in respect of any Letter
                  of Credit; or

                           (vii)    any other circumstance or happening
                  whatsoever, whether or not similar to any of the foregoing,
                  including any other circumstance that might otherwise
                  constitute a defense available to, or a discharge of, Toro,
                  Credit or a guarantor.

         3.7      Letter of Credit Fees.

                  (a)      On the last Business Day of each calendar quarter,
         Toro and Credit shall pay to the Administrative Agent for the account
         of each of the Banks a letter of credit fee equal to a per annum rate
         equal to the Applicable Margin at such time of the stated amount of all
         Letters of Credit outstanding on each day during such calendar quarter
         as calculated by the Administrative Agent. Such letter of credit fees
         shall be due and payable quarterly in arrears on the last Business Day
         of each calendar quarter during which Letters of Credit are
         outstanding, commencing on the first such quarterly date to occur after
         the Closing Date, through the Revolving Termination Date, with the
         final payment to be made on the Revolving Termination Date.

                  (b)      Toro and Credit shall pay to the Issuing Bank a
         fronting fee for each Letter of Credit Issued by the Issuing Bank equal
         to 0.125% of the amount of such Letter of Credit. Such Letter of Credit
         fronting fee shall be due and payable on the date of Issuance of each
         Letter of Credit.

                  (c)      Toro and Credit shall pay to the Issuing Bank from
         time to time on demand the normal issuance, presentation, amendment and
         other processing fees, and other standard costs and charges, of the
         Issuing Bank relating to letters of credit as from time to time in
         effect.

         3.8      Applicability of ISP98. Unless otherwise expressly agreed by
the Issuing Bank and Toro when a Letter of Credit is Issued, the rules of the
"International Standby Practices 1998" published by the Institute of
International Banking Law & Practice (or such later version thereof as may be in
effect at the time of issuance) shall apply to each standby Letter of Credit.

                                       45
<PAGE>

                                  ARTICLE IV.

                     TAXES, YIELD PROTECTION AND ILLEGALITY

         4.1      Taxes.

                  (a)      Any and all payments by the Companies to each Bank,
         or the Administrative Agent under this Agreement and any other Loan
         Document shall be made free and clear of, and without deduction or
         withholding for, any Taxes. In addition, the Companies shall pay all
         Other Taxes.

                  (b)      If the Companies shall be required by law to deduct
         or withhold any Taxes, Other Taxes or Further Taxes from or in respect
         of any sum payable hereunder to any Bank or the Administrative Agent,
         then:

                           (i)      the sum payable shall be increased as
                  necessary so that, after making all required deductions and
                  withholdings (including deductions and withholdings applicable
                  to additional sums payable under this Section), such Bank or
                  the Administrative Agent, as the case may be, receives and
                  retains an amount equal to the sum it would have received and
                  retained had no such deductions or withholdings been made;

                           (ii)     the Companies shall make such deductions and
                  withholdings;

                           (iii)    the Companies shall pay the full amount
                  deducted or withheld to the relevant taxing authority or other
                  authority in accordance with applicable law; and

                           (iv)     the Companies shall also pay to each Bank or
                  the Administrative Agent for the account of such Bank, at the
                  time interest is paid, Further Taxes in the amount that the
                  respective Bank specifies as necessary to preserve the
                  after-tax yield the Bank would have received if such Taxes,
                  Other Taxes or Further Taxes had not been imposed.

                  (c)      The Companies agree to indemnify and hold harmless
         each Bank and the Administrative Agent for the full amount of (i)
         Taxes, (ii) Other Taxes, and (iii) Further Taxes in the amount that the
         respective Bank specifies as necessary to preserve the after-tax yield
         the Bank would have received if such Taxes, Other Taxes or Further
         Taxes had not been imposed, and any liability (including penalties,
         interest, additions to tax and expenses) arising therefrom or with
         respect thereto, whether or not such Taxes, Other Taxes or Further
         Taxes were correctly or legally asserted. Payment under this
         indemnification shall be made within 30 days after the date the Bank or
         the Administrative Agent makes written demand therefor.

                  (d)      Within 30 days after the date of any payment by the
         Companies or any of them of Taxes, Other Taxes or Further Taxes, the
         Companies shall furnish to each Bank or the Administrative Agent the
         original or a certified copy of a receipt evidencing

                                       46
<PAGE>

         payment thereof, or other evidence of payment satisfactory to such Bank
         or the Administrative Agent.

                  (e)      If the Companies, or any of them, are required to pay
         any amount to any Bank or the Administrative Agent pursuant to
         subsection (b) or (c) of this Section, then such Bank shall use
         reasonable efforts (consistent with legal and regulatory restrictions)
         to change the jurisdiction of its Lending Office so as to eliminate any
         such additional payment by the Companies which may thereafter accrue,
         if such change in the sole judgment of such Bank is not otherwise
         disadvantageous to such Bank.

         4.2      Illegality.

                  (a)      If any Bank determines that the introduction of any
         Requirement of Law or any change in any Requirement of Law or in the
         interpretation or administration of any Requirement of Law, has made it
         unlawful, or that any central bank or other Governmental Authority has
         asserted that it is unlawful, for any Bank or its applicable Lending
         Office, to make Offshore Rate Loans, then, on notice thereof by the
         Bank to Toro through the Administrative Agent, any obligation of that
         Bank to make Offshore Rate Loans shall be suspended until the Bank
         notifies the Administrative Agent and Toro that the circumstances
         giving rise to such determination no longer exist.

                  (b)      If a Bank determines that it is unlawful for such
         Bank to maintain any Offshore Rate Loan, the Companies shall, upon
         Toro's receipt of notice of such fact and demand from such Bank (with a
         copy to the Administrative Agent), prepay in full such Offshore Rate
         Loans of that Bank then outstanding, together with interest accrued
         thereon and amounts required under Section 4.4, either on the last day
         of the Interest Period thereof, if the Bank may lawfully continue to
         maintain such Offshore Rate Loans to such day, or immediately, if the
         Bank may not lawfully continue to maintain such Offshore Rate Loan. If
         the Companies are required to so prepay any Offshore Rate Loan, then
         concurrently with such prepayment, the Companies shall borrow from the
         affected Bank, in the amount of such repayment, a Base Rate Loan.

                  (c)      If the obligation of any Bank to make or maintain
         Offshore Rate Loans has been so terminated or suspended, the Companies
         may elect, by Toro giving notice to such Bank through the
         Administrative Agent, that all Loans which would otherwise be made by
         the Bank as Offshore Rate Loans shall be instead Base Rate Loans.

                  (d)      Before giving any notice to the Administrative Agent
         under this Section, the affected Bank shall designate a different
         Lending Office with respect to its Offshore Rate Loans if such
         designation will avoid the need for giving such notice or making such
         demand and will not, in the judgment of the Bank, be illegal or
         otherwise disadvantageous to the Bank.

         4.3      Increased Costs and Reduction of Return.

                  (a)      If any Bank determines that, due to either (i) the
         introduction of or any change in or in the interpretation of any law or
         regulation or (ii) the compliance by that Bank with any guideline or
         request from any central bank or other Governmental

                                       47
<PAGE>

         Authority (whether or not having the force of law), there shall be any
         increase in the cost to such Bank of agreeing to make or making,
         funding or maintaining any Offshore Rate Loans or participating in
         Letters of Credit, or in the case of the Issuing Bank, any increase in
         the cost to the Issuing Bank of agreeing to Issue, issuing or
         maintaining any Letter of Credit or of agreeing to make or making,
         funding or maintaining any unpaid drawing under any Letter of Credit,
         then the Companies shall be liable for, and shall from time to time,
         upon demand (with a copy of such demand to be sent to the
         Administrative Agent), pay to the Administrative Agent for the account
         of such Bank, additional amounts as are sufficient to compensate such
         Bank for such increased costs.

                  (b)      If any Bank shall have determined that (i) the
         introduction of any Capital Adequacy Regulation, (ii) any change in any
         Capital Adequacy Regulation, (iii) any change in the interpretation or
         administration of any Capital Adequacy Regulation by any central bank
         or other Governmental Authority charged with the interpretation or
         administration thereof, or (iv) compliance by the Bank (or its Lending
         Office) or any corporation controlling the Bank with any Capital
         Adequacy Regulation, affects or would affect the amount of capital
         required or expected to be maintained by the Bank or any corporation
         controlling the Bank and (taking into consideration such Bank's or such
         corporation's policies with respect to capital adequacy and such Bank's
         desired return on capital) and shall have determined that the amount of
         such capital is increased as a consequence of its Commitment, loans,
         credits or obligations under this Agreement, then, upon demand of such
         Bank or such corporation to Toro through the Administrative Agent, the
         Companies shall pay to the Bank, from time to time as reasonably
         determined by the Bank, additional amounts sufficient to compensate the
         Bank or such corporation for such increase. Each Bank agrees to take
         reasonable steps to reduce the amount of such increase provided no Bank
         shall be required to take any such step, if in its sole opinion, such
         Bank would suffer any economic, legal or regulatory disadvantage in
         connection therewith.

         4.4      Funding Losses. (a) Upon demand of any Bank (with a copy to
the Administrative Agent) from time to time, the Companies shall reimburse each
Bank and hold each Bank harmless from any loss or expense which the Bank may
sustain or incur as a consequence of:

                  (a)      the failure of the Companies to make on a timely
         basis any payment of principal of any Offshore Rate Loan;

                  (b)      the failure of the Companies to borrow, continue or
         convert a Loan after Toro has given (or is deemed to have given) a
         Notice of Borrowing or a Notice of Conversion/Continuation;

                  (c)      the failure of the Companies to make any prepayment
         of any Loan in accordance with any notice delivered under Section 2.7;

                  (d)      the prepayment (including pursuant to either Section
         2.7 or 2.8) or other payment (including after acceleration thereof) of
         any Loan other than a Base Rate Loan on a day that is not the last day
         of the relevant Interest Period; or

                                       48
<PAGE>

                  (e)      the automatic conversion under Section 2.4 of any
         Offshore Rate Loan to a Base Rate Loan on a day that is not the last
         day of the relevant Interest Period;

including any loss or expense arising from the liquidation or reemployment of
funds obtained by it to maintain its Offshore Rate Loans or from fees payable to
terminate the deposits from which such funds were obtained. Each Bank agrees to
take reasonable steps to reduce the amount of such loss or expense, provided no
Bank shall be required to take any such step, if in its sole opinion, such Bank
would suffer any economic, legal or regulatory disadvantage in connection
therewith. For purposes of calculating amounts payable by the Companies to the
Banks under this Section 4.4, each Bank shall be deemed to have funded each
Offshore Rate Loan made by it at the Interbank Offered Rate used in determining
the Offshore Rate for such Loan by a matching deposit or other borrowing in the
applicable offshore interbank market for such currency for a comparable amount
and for a comparable period, whether or not such Offshore Rate Loan was in fact
so funded.

         4.5      Inability to Determine Rates. If the Administrative Agent
determines that for any reason adequate and reasonable means do not exist for
determining the Offshore Rate for any requested Interest Period with respect to
a proposed Offshore Rate Loan, or that the Offshore Rate for any requested
Interest Period with respect to a proposed Offshore Rate Loan does not
adequately and fairly reflect the cost to the Banks of funding such Loan, the
Administrative Agent will promptly so notify Toro and each Bank. Thereafter, the
obligation of the Banks to make or maintain Offshore Rate Loans, as the case may
be, hereunder shall be suspended until the Administrative Agent revokes such
notice in writing. Upon receipt of such notice, Toro may revoke any Notice of
Borrowing or Notice of Conversion/Continuation then submitted by it. If the
Companies do not revoke such Notice, the Banks shall make, convert or continue
the Loans, as proposed by the Companies, in the amount specified in the
applicable notice submitted by the Companies, but such Loans shall be made,
converted or continued as Base Rate Loans instead of Offshore Rate Loans.

         4.6      Certificates of Banks. Any Bank claiming reimbursement or
compensation under this Article IV shall deliver to Toro (with a copy to the
Administrative Agent) a certificate setting forth in reasonable detail the
amount payable, and the basis for the determination of such amount, to the Bank
hereunder and such certificate shall be conclusive and binding on the Companies
in the absence of manifest error.

         4.7      Substitution of Banks. At any time any Bank makes a claim for
compensation under Section 4.3 (each, an "Affected Bank"), the Companies may
replace such Affected Bank (and any Affiliate of such Bank which is a party
hereto) as a party to this Agreement with one or more other Eligible Assignees
and upon notice of such replacement from Toro and the willingness of one or more
Eligible Assignees to become a Bank hereunder, such Affected Bank shall assign
pursuant to Section 12.7, and without recourse or warranty, its Commitment, its
Loans, its Notes, its participation in Letters of Credit and Swing Loans, and
all of its other rights and obligations hereunder to such Eligible Assignees for
a purchase price equal to the sum of the principal amount of the Loans so
assigned, all accrued and unpaid interest thereon, its ratable share of all
accrued and unpaid facility fees and Letter of Credit fees, any amounts payable
under Section 4.4 as a result of such Bank receiving payment of any Offshore
Rate Loan prior to the

                                       49
<PAGE>

end of an Interest Period therefor and all other obligations owed to such
Affected Bank hereunder.

         4.8      Survival. The agreements and obligations of the Companies in
this Article IV shall survive the payment of all Obligations.

                                   ARTICLE V.

                              CONDITIONS PRECEDENT

         5.1      Conditions of Effectiveness. This Agreement shall be effective
as of the date hereof upon its execution and delivery by the Administrative
Agent, each Bank and each Company and the obligation of each Bank to make its
initial Loan hereunder to each Company, the obligation of the Issuing Bank to
Issue the initial Letter of Credit for the account of Toro or Credit hereunder,
and the obligation of the Swing Line Bank to make Swing Loans to Toro or Credit
hereunder is subject to the condition that the Administrative Agent shall have
received from such Company all of the following, in form and substance
satisfactory to the Administrative Agent and each Bank, and in sufficient copies
for each Bank:

                  (a)      Credit Agreement and Notes. This Agreement and the
         Notes executed by such Company;

                  (b)      Resolutions; Incumbency.

                           (i)      For such Company, copies of the resolutions
                  of the board of directors of such Company authorizing the
                  transactions contemplated hereby, certified as of the Closing
                  Date by the Secretary or an Assistant Secretary of such
                  Company; and

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

                  provided that, subject to the limitations of Section 2.15,
                  such resolutions and certificates with respect to Tover
                  Overseas B.V. may be delivered after the Closing Date;

                  (c)      Organizational Documents; Good Standing. For such
         Company, each of the following documents:

                           (i)      the Organizational Documents of such Company
                  as in effect on the Closing Date, certified by the Secretary
                  or Assistant Secretary of such Company; and

                                       50
<PAGE>

                           (ii)     a good standing certificate for such Company
                  from the Secretary of the State (or similar, applicable
                  Governmental Authority) of its jurisdiction of incorporation
                  and its principal place of business, provided that, subject to
                  the limitations of Section 2.15, such certificates with
                  respect to Tover Overseas B.V. and Toro Factoring Company N.V.
                  may be delivered after the Closing Date.

                  (d)      Legal Opinions. An opinion of Oppenheimer, Wolff &
         Donnelly LLP, counsel to the Companies and addressed to the
         Administrative Agent and the Banks, in form and substance satisfactory
         to the Banks.

                  (e)      Payment of Fees and Expenses. Evidence of payment by
         the Companies to the Administrative Agent for its benefit and the
         benefit of the Banks of all accrued and unpaid fees, costs and expenses
         to the extent then due and payable on the Closing Date, including any
         such costs, fees and expenses arising under or referenced in Sections
         2.10 and 12.4;

                  (f)      Certificate. A certificate signed by a Responsible
         Officer, dated as of the Closing Date, stating that:

                           (i)      the representations and warranties contained
                  in Article VI are true and correct on and as of such date, as
                  though made on and as of such date;

                           (ii)     no Default or Event of Default exists;

                           (iii)    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 any of the
                  Companies or their Subsidiaries, or (B) to affect any
                  transaction contemplated under this Agreement or any Loan
                  Document or the ability of any Company to perform its
                  respective obligations under this Agreement or any Loan
                  Document; and

                           (iv)     there has occurred since October 31, 2001,
                  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;

                  (g)      Financial Statements. Receipt and satisfactory review
         by the Administrative Agent of the consolidated financial statements of
         Toro and its Subsidiaries for the fiscal years ended 1999, 2000, and
         2001, including balance sheets, income and cash flow statements audited
         by independent public accountants of recognized national standing
         prepared in conformity with GAAP, and such other financial information
         as the Administrative Agent may request;

                                       51
<PAGE>

                  (h)      Confirmation of Ratings. A certificate signed by the
         treasurer of Toro confirming Moody's and S&P's current Debt Rating;

                  (i)      Execution of 364-Day Credit Agreement. The 364-Day
         Credit Agreement has been executed and delivered by all parties thereto
         and the conditions set forth in Sections 5.1 and 5.2 thereof as of the
         Closing Date have been satisfied or waived in accordance with its
         terms;

                  (j)      Compliance Certificate. A Compliance Certificate
         signed by a Responsible Officer dated as of the Closing Date
         demonstrating compliance with the financial covenants contained in
         Article VIII as of the end of the fiscal quarter of Toro most recently
         ended more than 50 days prior to the Closing Date;

                  (k)      Termination of Existing Facilities. Evidence of the
         termination of the Existing Facilities and repayment and satisfaction
         in full of all indebtedness under the Existing Facilities; and

                  (l)      Other Documents. Such other approvals, opinions,
         documents or materials as the Administrative Agent or any Bank may
         reasonably request.

         5.2      Conditions to All Loans, Swing Loans and Letter of Credit
Issuances. Except as otherwise provided in Section 2.5, the obligation of each
Bank and the Administrative Agent to make any Loan to be made by it, the
obligation of the Issuing Bank to Issue any Letter of Credit hereunder, and the
obligation of the Swing Line Bank to make Swing Loans hereunder is subject to
the satisfaction of the following conditions precedent on the Borrowing Date or
Issuance Date:

                  (a)      Notice of Borrowing or Application. In the case of
         any Loan, the Administrative Agent shall have received a Notice of
         Borrowing, in the case of any Swing Loan, the Swing Line Bank and the
         Administrative Agent shall have received a Notice of Borrowing of Swing
         Loan or in the case of any Letter of Credit, the Issuing Bank and the
         Administrative Agent shall have received an L/C Application or L/C
         Amendment Application;

                  (b)      Continuation of Representations and Warranties. The
         representations and warranties in Article VI shall be true and correct
         on and as of such Borrowing Date or Issuance Date with the same effect
         as if made on and as of such disbursement date or Issuance Date (except
         to the extent such representations and warranties expressly refer to an
         earlier date, in which case they shall be true and correct as of such
         earlier date);

                  (c)      No Existing Default. No Default or Event of Default
         shall exist or shall result from such Loan or Issuance; and

                  (d)      Other Documents. The Administrative Agent shall have
         received, in form and substance satisfactory to it, such other
         assurances, certificates, documents or consents related to the
         foregoing as the Administrative Agent or the Required Banks reasonably
         may require.

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<PAGE>

Each Notice of Borrowing, L/C Application and L/C Amendment Application
submitted by Toro on behalf of the Companies hereunder shall constitute a
representation and warranty by the Companies hereunder, as of the date of each
such notice or request and as of each Borrowing Date or Issuance Date as
applicable, that the conditions in this Section 5.2 are satisfied.

                                  ARTICLE VI.

                         REPRESENTATIONS AND WARRANTIES

         The Companies represent and warrant to the Administrative Agent and
         each Bank that:

         6.1      Corporate Existence and Power. Each Company and each of its
         Subsidiaries:

                  (a)      is a corporation duly organized, validly existing and
         in good standing under the laws of the jurisdiction of its
         incorporation;

                  (b)      has the power and authority and all governmental
         licenses, authorizations, consents and approvals to own its assets,
         carry on its business and to execute, deliver, and perform its
         obligations under the Loan Documents;

                  (c)      is duly qualified as a foreign corporation and is
         licensed and in good standing under the laws of each jurisdiction where
         its ownership, lease or operation of property or the conduct of its
         business requires such qualification or license; and

                  (d)      is in compliance with all Requirements of Law;

except, in each case referred to in clause (b), clause (c) or clause (d), to the
extent that the failure to do so could not reasonably be expected to have a
Material Adverse Effect.

         6.2      Corporate Authorization; No Contravention. The execution,
delivery and performance by each Company of this Agreement and each other Loan
Document to which such Company is party, have been duly authorized by all
necessary corporate action, and do not and will not:

                  (a)      contravene the terms of any of such Company's
         Organizational Documents;

                  (b)      conflict with or result in any breach or
         contravention of, or the creation of any Lien under, any document
         evidencing any Contractual Obligation to which such Company is a party
         or any order, injunction, writ or decree of any Governmental Authority
         to which such Company or its property is subject; or

                  (c)      violate any Requirement of Law.

         6.3      Governmental or Third-Party Authorization. No approval,
consent, exemption, authorization, or other action by, or notice to, or filing
with, any Governmental Authority or any other Person is necessary or required in
connection with the execution, delivery or performance

                                       53
<PAGE>

by, or enforcement against, one or more of the Companies or any of their
Subsidiaries or the Agreement or any other Loan Document.

         6.4      Binding Effect. This Agreement and each other Loan Document to
which the Companies are a party constitute the legal, valid and binding
obligations of the Companies enforceable against the Companies in accordance
with their respective terms, except as enforceability may be limited by
applicable bankruptcy, insolvency, or similar laws affecting the enforcement of
creditors' rights generally or by equitable principles relating to
enforceability.

         6.5      Litigation. Except as specifically disclosed in Schedule 6.5,
there are no actions, suits, proceedings, claims or disputes pending, or to the
best knowledge of the Companies, threatened or contemplated, at law, in equity,
in arbitration or before any Governmental Authority, against any of the
Companies, or their Subsidiaries or any of their respective properties which:

                  (a)      purport to affect or pertain to this Agreement or any
         other Loan Document, or any of the transactions contemplated hereby or
         thereby; or

                  (b)      if determined adversely to one or more of the
         Companies or any of their Subsidiaries, would reasonably be expected to
         have a Material Adverse Effect. No injunction, writ, temporary
         restraining order or any order of any nature has been issued by any
         court or other Governmental Authority purporting to enjoin or restrain
         the execution, delivery or performance of this Agreement or any other
         Loan Document, or directing that the transactions provided for herein
         or therein not be consummated as herein or therein provided.

         6.6      No Default. No Default or Event of Default exists or would
result from the incurring of any Obligations by the Companies. As of the Closing
Date, none of the Companies or any of their Subsidiaries is in default under or
with respect to any Contractual Obligation in any respect which, individually or
together with all such defaults, could reasonably be expected to have a Material
Adverse Effect, or that would, if such default had occurred after the Closing
Date, create an Event of Default under subsection 9.1(e).

         6.7      ERISA Compliance. Except as specifically disclosed in Schedule
6.7:

                  (a)      Each Plan is in compliance in all material respects
         with the applicable provisions of ERISA, the Code and other federal or
         state law. Each Plan which is intended to qualify under Section 401(a)
         of the Code has received a favorable determination letter from the IRS
         or an application for such a letter is currently being processed by the
         IRS with respect thereto and to the best knowledge of the Companies,
         nothing has occurred which would prevent, or cause the loss of, such
         qualification. Each Company and each ERISA Affiliate has made all
         required contributions to any Plan subject to Section 412 of the Code,
         and no application for a funding waiver or an extension of any
         amortization period pursuant to Section 412 of the Code has been made
         with respect to any Plan.

                  (b)      There are no pending or, to the best knowledge of any
         of the Companies, threatened claims, actions or lawsuits, or action by
         any Governmental Authority, with

                                       54
<PAGE>
         respect to any Plan which has resulted or could reasonably be expected
         to result in a Material Adverse Effect. There has been no prohibited
         transaction or violation of the fiduciary responsibility rules with
         respect to any Plan which has resulted or could reasonably be expected
         to result in a Material Adverse Effect.

                  (c)      (i) No ERISA Event has occurred or is reasonably
         expected to occur; (ii) no Pension Plan has any Unfunded Pension
         Liability; (iii) none of the Companies nor any ERISA Affiliate has
         incurred, or reasonably expects to incur, any liability under Title IV
         of ERISA with respect to any Pension Plan (other than premiums due and
         not delinquent under Section 4007 of ERISA); (iv) none of the Companies
         nor any ERISA Affiliate has incurred, or reasonably expects to incur,
         any liability (and no event has occurred which, with the giving of
         notice under Section 4219 of ERISA, would result in such liability)
         under Section 4201 or 4243 of ERISA with respect to a Multiemployer
         Plan; and (v) none of the Companies nor any ERISA Affiliate has engaged
         in a transaction that could be subject to Section 4069 or 4212(c) of
         ERISA.

         6.8      Taxes. Toro and its Subsidiaries have filed all Federal and
other material tax returns and reports required to be filed, and have paid all
Federal and other material taxes, assessments, fees and other governmental
charges levied or imposed upon them or their properties, income or assets
otherwise due and payable, except those which are being contested in good faith
by appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP. There is no proposed tax assessment against any of the
Companies or any Subsidiary that would, if made, have a Material Adverse Effect.

         6.9      Financial Condition.

                  (a)      The audited consolidated financial statements of Toro
         and its Subsidiaries dated October 31, 2001 (including the footnotes
         thereto), and the related consolidated statements of income or
         operations, shareholders' equity and cash flows for the fiscal year
         ended on that date:

                           (i)      were prepared in accordance with GAAP
                  consistently applied throughout the period covered thereby,
                  except as otherwise expressly noted therein;

                           (ii)     fairly present the financial condition of
                  Toro and its Subsidiaries as of the date thereof and results
                  of operations for the period covered thereby; and

                           (iii)    except as specifically disclosed in Schedule
                  6.9 or Schedule 6.14, reflect all material indebtedness and
                  other liabilities, direct or contingent, of Toro and its
                  consolidated Subsidiaries as of the date thereof, including
                  liabilities for taxes, material commitments and Contingent
                  Obligations where (i) the possible liability to any Company
                  exceeds $10,000,000 for any one of such obligations or
                  liabilities and (ii) the possible liability to any or all of
                  the Companies exceeds $20,000,000 in the aggregate for one or
                  more of such obligations or liabilities.

                  (b)      Since October 31, 2001, there has been no Material
         Adverse Effect.

                                       55
<PAGE>

         6.10     Environmental Matters. The Companies conduct in the ordinary
course of business a review of the effect of existing Environmental Laws and
existing Environmental Claims on their respective business, operations and
properties, and as a result thereof the Companies have reasonably concluded
that, except as specifically disclosed in Schedule 6.10, such Environmental Laws
and Environmental Claims could not, individually or in the aggregate, reasonably
be expected to have a Material Adverse Effect.

         6.11     Regulated Entities. None of the Companies, any Person
controlling the Companies, or any Subsidiary, is an "Investment Company" within
the meaning of the Investment Company Act of 1940. None of the Companies is
subject to regulation under the Public Utility Holding Company Act of 1935, the
Federal Power Act, the Interstate Commerce Act, any state public utilities code,
or any other Federal or state statute or regulation limiting its ability to
incur Indebtedness.

         6.12     Copyrights, Patents, Trademarks and Licenses, etc. Each of the
Companies and their Subsidiaries own or are licensed or otherwise have the right
to use all of the patents, trademarks, service marks, trade names, copyrights,
contractual franchises, authorizations and other rights that are reasonably
necessary in the best business judgment of the Companies for the operation of
their respective businesses, without conflict with the rights of any other
Person. To the best knowledge of the Companies, as of the date hereof, no slogan
or other advertising device, product, process, method, substance, part or other
material now employed, or now contemplated to be employed, by the Companies or
any Subsidiary infringes upon any rights held by any other Person and no claim
or litigation regarding any of the foregoing is pending or threatened, and no
patent, invention, device, application, principle or any statute, law, rule,
regulation, standard or code is pending or, to the knowledge of the Companies,
proposed, which, in any case, could reasonably be expected to have a Material
Adverse Effect.

         6.13     Subsidiaries. As of the Closing Date, the Companies have no
Subsidiaries other than those specifically disclosed in part (a) of Schedule
6.13 hereto and have no Joint Ventures or other equity investments in any other
corporation or entity other than those specifically disclosed in part (b) of
Schedule 6.13.

         6.14     Insurance. Except as specifically disclosed in Schedule 6.14,
the properties of the Companies and their Subsidiaries are insured with
financially sound and reputable insurance companies not Affiliates of Toro, in
such amounts, with such deductibles and covering such risks as are customarily
carried by companies engaged in similar businesses and owning similar properties
in localities where the Companies or such Subsidiaries operates.

         6.15     Full Disclosure. None of the representations or warranties
made by the Companies or any Subsidiary in the Loan Documents as of the date
such representations and warranties are made or deemed made, and none of the
statements contained in any exhibit, report, statement or certificate furnished
by or on behalf of the Companies or any Subsidiary in connection with the Loan
Documents (including the offering and disclosure materials delivered by or on
behalf of the Companies to the Banks prior to the Closing Date), contains any
untrue statement of a material fact or omits any material fact required to be
stated therein or necessary to make the statements made therein, in light of the
circumstances under which they are made, not misleading as of the time when made
or delivered.

                                       56
<PAGE>

                                  ARTICLE VII.

                              AFFIRMATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan,
Swing Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter
of Credit shall remain outstanding, unless the Required Banks waive compliance
in writing:

         7.1      Financial Statements. Toro shall deliver to each of the Banks
and the Administrative Agent, in form and detail satisfactory to the
Administrative Agent and the Required Banks:

                  (a)      as soon as available, but not later than 120 days
         after the end of each fiscal year (commencing with the fiscal year
         ended October 31, 2001), a copy of the audited consolidated balance
         sheet of Toro and its Subsidiaries as at the end of such year and the
         related consolidated statements of income or operations, stockholders'
         equity and cash flows for such year, setting forth in each case in
         comparative form the figures for the previous fiscal year, and
         accompanied by the opinion of KPMG LLP or another nationally-recognized
         independent public accounting firm ("Independent Auditor") which report
         shall state that such consolidated financial statements present fairly
         the financial position for the periods indicated in conformity with
         GAAP applied on a basis consistent with prior years. Such opinion shall
         not be qualified or limited because of a restricted or limited
         examination by the Independent Auditor of any material portion of the
         Companies' or any Subsidiary's records or with respect to Toro and its
         Subsidiaries as a going concern.

                  (b)      as soon as available, but not later than 50 days
         after the end of each of the first three fiscal quarters of each fiscal
         year (commencing with the fiscal quarter ended January 31, 2002), a
         copy of the unaudited consolidated balance sheet of Toro and its
         Subsidiaries as of the end of such quarter and the related consolidated
         statements of income, stockholders' equity and cash flows for the
         period commencing on the first day and ending on the last day of such
         quarter, and certified by a Responsible Officer as fairly presenting,
         in accordance with GAAP (subject to ordinary, good faith year-end audit
         adjustments), the financial position and the results of operations of
         Toro and its Subsidiaries.

         7.2      Certificates; Other Information. The Companies shall furnish
to each of the Banks and the Administrative Agent (except in the case of 7.2(c),
to the Administrative Agent only):

                  (a)      concurrently with the delivery of the financial
         statements referred to in subsections 7.1(a) and (b), a Compliance
         Certificate executed by a Responsible Officer;

                  (b)      promptly, copies of all financial statements and
         reports that Toro sends to its shareholders, and copies of all
         financial statements and regular, periodical or special reports
         (including Forms 10K, 10Q and 8K) that any Company or any Subsidiary
         may make to, or file with, the SEC;

                                       57
<PAGE>

                  (c)      concurrently with the closing of a Receivables
         Purchase Facility, a copy of the documentation related thereto
         certified by a Responsible Officer as being true, correct and complete;
         and

                  (d)      promptly, such additional information regarding the
         business, financial or corporate affairs of the Companies or any
         Subsidiary as the Administrative Agent, at the request of any Bank, may
         from time to time reasonably request.

         7.3      Notices. Toro shall promptly notify the Administrative Agent
and each Bank:

                  (a)      of the occurrence of any Default or Event of Default,
         and of the occurrence or existence of any event or circumstance that
         foreseeably will become a Default or Event of Default;

                  (b)      of any (i) breach or non-performance of, or any
         default under, a Contractual Obligation of the Companies or any
         Subsidiary; (ii) dispute, litigation, investigation, proceeding or
         suspension affecting any of the Companies or any Subsidiary and any
         Governmental Authority; or (iii) commencement of, or any material
         development in, any litigation or proceeding affecting the Companies
         (or any of them) or any Subsidiary; including any of the above pursuant
         to any applicable Environmental Laws, in each case under (i), (ii) or
         (iii) above, which (A) is reasonably likely to create liability to any
         Company in excess of $10,000,000 in any individual circumstance or in
         excess of $20,000,000 in the aggregate for all such circumstances, or
         (B) is otherwise reasonably likely to have a Material Adverse Effect
         and (iv) other matter that has resulted or is reasonably likely to
         result in a Material Adverse Effect;

                  (c)      of the occurrence of any of the following events
         affecting any of the Companies or any ERISA Affiliate (but in no event
         more than 10 days after such event), and deliver to the Administrative
         Agent and each Bank a copy of any notice with respect to such event
         that is filed with a Governmental Authority and any notice delivered by
         a Governmental Authority to any of the Companies or any ERISA Affiliate
         with respect to such event:

                           (i)      an ERISA Event;

                           (ii)     a material increase in the Unfunded Pension
                  Liability of any Pension Plan;

                           (iii)    the adoption of, or the commencement of
                  contributions to, any Plan subject to Section 412 of the Code
                  by any of the Companies or any ERISA Affiliate; or

                           (iv)     the adoption of any amendment to a Plan
                  subject to Section 412 of the Code, if such amendment results
                  in a material increase in contributions or Unfunded Pension
                  Liability;

                  (d)      of any change in the Debt Rating by Moody's or S&P;
                  and

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                  (e)      of any material change in accounting policies or
         financial reporting practices by the Companies or any of their
         consolidated Subsidiaries.

         Each notice under this Section shall be accompanied by a written
statement by a Responsible Officer setting forth details of the occurrence
referred to therein, and stating what action the Companies propose to take with
respect thereto and at what time. Each notice under subsection 7.3(a) shall
describe with particularity any and all clauses or provisions of this Agreement
or other Loan Document that have been (or foreseeably will be) breached or
violated.

         7.4      Preservation of Corporate Existence, Etc. Each Company shall
preserve and maintain in full force and effect its corporate existence and good
standing under the laws of its state or jurisdiction of incorporation and
preserve and maintain in full force and effect all material governmental rights,
privileges, qualifications, permits, licenses and franchises necessary in the
normal conduct of its business; provided, however, that Toro shall be permitted
to liquidate and dissolve Credit into Toro and permitted to liquidate and
dissolve any Subsidiary Borrower into Toro or a Wholly-Owned Subsidiary.

         7.5      Maintenance of Property. Each Company shall exercise its best
business judgment to maintain, and shall cause each Subsidiary to maintain, and
preserve all its property which is used or useful in its business in good
working order and condition, ordinary wear and tear excepted; provided, however,
that nothing in this Section 7.5 shall prevent the Companies from discontinuing
the operation or maintenance of any such property if such discontinuance will
not result in a Material Adverse Effect and the Board of Directors of such
Company determines, in its best business judgment, that the continued use
thereof is no longer desirable to the conduct of the business of such Company.

         7.6      Insurance. Each Company shall maintain, and shall cause each
Subsidiary to maintain, with financially sound and reputable insurers, insurance
with respect to its properties and business against loss or damage of the kinds
customarily insured against by Persons engaged in the same or similar business,
of such types and in such amounts as are customarily carried under similar
circumstances by such other Persons; provided, however, that nothing in this
Section 7.6 shall be deemed to prevent the Companies from self insuring or
insuring through a captive insurance subsidiary such risks as are customarily
self insured or insured through captive insurance subsidiaries by other
corporations in the same business and similarly situated in accordance with
sound business practices.

         7.7      Compliance with Laws and Contractual Obligations. Each Company
shall comply, and shall cause each Subsidiary to comply, with all Contractual
Obligations and Requirements of Law of any Governmental Authority having
jurisdiction over it or its business including, without limitation, all
Environmental Laws except to the extent that the failure to so comply may not
have a Material Adverse Effect and paying before the same become delinquent, all
taxes, assessments and government charges imposed upon it or upon its property,
income or assets, except those which are being contested in good faith by
appropriate proceedings and for which adequate reserves have been provided in
accordance with GAAP.

         7.8      Compliance with ERISA. Each Company shall, and shall cause
each of its ERISA Affiliates to: (a) maintain each Plan in compliance in all
material respects with the

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applicable provisions of ERISA, the Code and other federal or state law; (b)
cause each Plan which is qualified under Section 401(a) of the Code to maintain
such qualification; and (c) make all required contributions to any Plan subject
to Section 412 of the Code.

         7.9      Inspection of Property and Books and Records. Each Company
shall permit, and shall cause each Subsidiary to permit, representatives and
independent contractors of the Administrative Agent or any Bank to visit and
inspect any of their respective properties, to examine their respective
corporate, financial and operating records, and make copies thereof or abstracts
therefrom (except to the extent any of such records are proprietary in nature),
and to discuss their respective affairs, finances and accounts with their
respective directors, officers, and independent public accountants, all at such
reasonable times during normal business hours and as often as may be reasonably
desired, upon reasonable advance notice to the Companies; provided, however,
when an Event of Default exists the Administrative Agent or any Bank may do any
of the foregoing at the expense of the Companies at any time during normal
business hours and without advance notice.

         7.10     Use of Proceeds. Each Company shall use the proceeds of the
Loans for (a) general working capital needs and capital expenditures and (b) to
replace and refinance outstanding indebtedness under the Existing Facilities and
(c) and other lawful corporate purposes other than, directly or indirectly, (i)
for purposes of undertaking an Acquisition or Joint Venture in contravention of
any Requirement of Law or of any Loan Document, (ii) to purchase or carry Margin
Stock, (iii) to repay or otherwise refinance indebtedness of any Company or
others incurred to purchase or carry Margin Stock, (iv) to extend credit for the
purpose of purchasing or carrying any Margin Stock, or (v) to acquire any
security in any transaction that is subject to Section 13 or 14 of the Exchange
Act.

                                 ARTICLE VIII.

                               NEGATIVE COVENANTS

         So long as any Bank shall have any Commitment hereunder, or any Loan,
Swing Loan or other Obligation shall remain unpaid or unsatisfied, or any Letter
of Credit shall remain outstanding, unless the Required Banks waive compliance
in writing:

         8.1      Limitation on Liens. None of the Companies shall, or permit
any Subsidiary to, directly or indirectly, make, create, incur, assume or suffer
to exist any Lien upon or with respect to any part of their respective property,
whether now owned or hereafter acquired, other than the following ("Permitted
Liens"):

                  (a)      any Lien existing on property of any Company or any
         Subsidiary on the Closing Date and set forth in Schedule 8.1 securing
         Indebtedness outstanding on such date;

                  (b)      any Lien created under any Loan Document;

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                  (c)      Liens for taxes, fees, assessments or other
         governmental charges which are not delinquent or remain payable without
         penalty, provided that no notice of lien has been filed or recorded
         under the Code;

                  (d)      carriers', warehousemen's, mechanics', landlords',
         materialmen's, repairmen's or other similar Liens arising in the
         ordinary course of business which are not delinquent or remain payable
         without penalty or which are being contested in good faith and by
         appropriate proceedings, which proceedings have the effect of
         preventing the forfeiture or sale of the property subject thereto;

                  (e)      Liens (other than any Lien imposed by ERISA)
         consisting of pledges or deposits required in the ordinary course of
         business in connection with workers' compensation, unemployment
         insurance and other social security legislation;

                  (f)      Liens on the property of any Company or any of its
         Subsidiaries securing (i) the non-delinquent performance of bids, trade
         contracts (other than for borrowed money), leases, statutory
         obligations, (ii) contingent obligations on surety and appeal bonds,
         and (iii) other non-delinquent obligations of alike nature; in each
         case, incurred in the ordinary course of business;

                  (g)      easements, rights-of-way, restrictions and other
         similar encumbrances incurred in the ordinary course of business which,
         in the aggregate, are not substantial in amount, and which do not in
         any case materially detract from the value of the property subject
         thereto or interfere with the ordinary conduct of the businesses of the
         Companies and their Subsidiaries;

                  (h)      Liens on property of a Person subject to an
         Acquisition permitted hereunder existing at the time of such
         Acquisition;

                  (i)      Liens existing on the Closing Date on property of one
         or more Distributor Subsidiaries securing Indebtedness of such
         Distributor Subsidiaries;

                  (j)      Liens on Receivables, lease receivables and other
         obligations owing to any of the Companies or any domestic Wholly-Owned
         Subsidiary to the extent such Receivables, lease receivables and other
         obligations have been sold under a Receivables Purchase Facility
         permitted under Section 8.2(d);

                  (k)      Liens arising solely by virtue of any statutory or
         common law provision relating to banker's liens, rights of set-off or
         similar rights and remedies as to deposit accounts or other funds
         maintained with a creditor depository institution; provided that (i)
         such deposit account is not a dedicated cash collateral account and is
         not subject to restrictions against access by the applicable Company in
         excess of those set forth by regulations promulgated by the FRB, and
         (ii) such deposit account is not intended by any Company or any
         Subsidiary to provide collateral to the depository institution; and

                  (l)      Liens on any property securing Indebtedness; provided
         that the amount of Indebtedness so secured together with Indebtedness
         permitted to be secured pursuant to Section 8.1(a) above shall not
         exceed in the aggregate at any time outstanding 10% of the

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         consolidated net worth of Toro and its Subsidiaries determined as of
         the end of the most recently ended fiscal quarter of Toro.

         8.2      Disposition of Assets. None of the Companies shall, or shall
suffer or permit any Subsidiary to, directly or indirectly, sell, assign, lease,
convey, transfer or otherwise dispose of (whether in one or a series of
transactions) any property (including accounts and notes receivable, with or
without recourse) or enter into any agreement to do any of the foregoing,
except:

                  (a)      dispositions of inventory, or used, worn-out or
         surplus property, all in the ordinary course of business;

                  (b)      the sale of equipment to the extent that such
         equipment is exchanged for credit against the purchase price of similar
         replacement equipment, or the proceeds of such sale are reasonably
         promptly applied to the purchase price of such replacement equipment;

                  (c)      dispositions of Receivables of Toro to Credit;

                  (d)      dispositions by any Originator of Receivables
         pursuant to Receivables Purchase Facilities provided that the
         outstanding unpaid amount of all such Receivables so sold in the
         aggregate shall not at any time exceed $125,000,000 and such
         Receivables Purchase Facilities may be established only at a time when
         Toro has a Debt Rating by S&P of BBB- or better or by Moody's of Baa3
         or better;

                  (e)      sale of those Investments described under Section
         8.4(a);

                  (f)      dispositions not otherwise permitted hereunder which
         are made for fair market value; provided, that (i) at the time of any
         such disposition, no Event of Default shall exist or shall result from
         such disposition and (ii) the aggregate value of all assets so sold by
         Toro and its Subsidiaries shall not exceed in any fiscal year 10% of
         the consolidated total assets of Toro and its Subsidiaries determined
         as of the end of the most recently ended fiscal quarter of Toro; and

                  (g)      any Subsidiary, including any Subsidiary Borrower,
         may sell, assign, lease, convey, transfer or otherwise dispose of
         assets to one of the Companies or another Wholly-Owned Subsidiary.

         8.3      Consolidations and Mergers. None of the Companies shall, or
permit any Subsidiary to, merge, consolidate with or into, or convey, transfer,
lease or otherwise dispose of (whether in one transaction or in a series of
transactions) all or substantially all of its assets (whether now owned or
hereafter acquired) to or in favor of any Person, except:

                  (a)      any Subsidiary (other than Credit), including any
         Subsidiary Borrower, may merge with one of the Companies, provided that
         a Company shall be the continuing or surviving corporation, or with any
         one or more Subsidiaries, provided that if any transaction shall be
         between a Subsidiary and a Wholly-Owned Subsidiary, the surviving
         corporation shall be a Wholly-Owned Subsidiary;

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<PAGE>

                  (b)      Credit may merge with or sell all or substantially
         all of its assets to Toro;

                  (c)      any Subsidiary (other than Credit), including any
         Subsidiary Borrower, may sell all or substantially all of its assets
         (upon voluntary liquidation or otherwise), to one of the Companies or
         another Wholly-Owned Subsidiary; and

                  (d)      those transactions otherwise permitted under Section
         8.4(d).

         8.4      Loans and Investments. None of the Companies shall purchase or
acquire, or suffer or permit any Subsidiary to purchase or acquire, or make any
commitment therefor, any capital stock, equity interest, or any obligations or
other securities of, or any interest in, any Person, or make or commit to make
any Acquisitions, or make or commit to make any advance, loan, extension of
credit or capital contribution to or any other investment in, any Person
including any Affiliate of any of the Companies (collectively, "Investments"),
except for:

                  (a)      Investments held by any of the Companies or any
         Subsidiary in the form of cash equivalents or other liquid investments
         permitted under Toro's Investment Policy issued December 10, 1995;

                  (b)      extensions of credit in the nature of accounts
         receivable or notes receivable arising from the sale or lease of goods
         or services in the ordinary course of business;

                  (c)      extensions of credit by any Company to any of Toro's
         Wholly-Owned Subsidiaries or by any of Toro's Wholly-Owned Subsidiaries
         to any Company or to another of Toro's Wholly-Owned Subsidiaries or
         extensions of credit made in the ordinary course of its business
         consistent with past practices to distributors or dealers of Toro's
         products;

                  (d)      Investments incurred in order to consummate
         Acquisitions, provided that (i) the aggregate purchase price (including
         assumption of liability) in any such individual Acquisition shall not
         exceed $100,000,000, and the aggregate purchase price (including
         assumption of liability) for all Acquisitions undertaken by Toro and
         its Subsidiaries after the Closing Date shall not exceed $200,000,000,
         (ii) such Acquisitions are undertaken in accordance with all applicable
         Requirements of Law; and (iii) the prior, effective written consent or
         approval to such Acquisition of the board of directors or equivalent
         governing body of the acquiree is obtained;

                  (e)      Investments in Joint Ventures not exceeding, in the
         aggregate, at any time, 10% of the consolidated net worth of Toro and
         its Subsidiaries determined as of the end of the most recently ended
         fiscal quarter of Toro;

                  (f)      Investments under Swap Contracts to the extent
         permitted under Section 8.6 hereof; and

                  (g)      Investments made after the date hereof in
         Wholly-Owned Subsidiaries.

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<PAGE>

         8.5      Transactions with Affiliates. None of the Companies shall, or
shall suffer or permit any Subsidiary to, enter into any transaction with any of
their respective Affiliates, except upon fair and reasonable terms no less
favorable to such entity than would obtain in a comparable arm's-length
transaction with a Person not an Affiliate of the Companies or such Subsidiary;
provided, however, that nothing in this Section 8.5 shall restrict (i) the
Companies from entering into transactions with Toro's distributors or dealers,
whether or not Affiliates of the Companies, which the Companies determine in
their best business judgment shall be in the best interests of the Companies and
(ii) any Permitted Receivables Transfer.

         8.6      Contingent Obligations. None of the Companies shall, or shall
suffer or permit any Subsidiary to, create, incur, assume or suffer to exist any
Contingent Obligations except Contingent Obligations which are not reasonably
likely to have a Material Adverse Effect.

         8.7      Restricted Payments. None of the Companies shall, or shall
suffer or permit any Subsidiary to, declare or make any dividend payment or
other distribution of assets, properties, cash, rights, obligations or
securities on account of any shares of any class of its capital stock, or
purchase, redeem or otherwise acquire for value any shares of its capital stock
or any warrants, rights or options to acquire such shares, now or hereafter
outstanding (each of the foregoing a "Restricted Payment"); except that:

                  (a)      each Company and any Wholly-Owned Subsidiary may
         declare and make dividend payments or other distributions payable
         solely in its common stock;

                  (b)      each Company and any Wholly-Owned Subsidiary may
         purchase, redeem or otherwise acquire shares of its common stock or
         warrants or options to acquire any such shares with the proceeds
         received from the substantially concurrent issue of new shares of its
         common stock;

                  (c)      Toro may declare and pay cash dividends to its
         stockholders and purchase, redeem or otherwise acquire shares of its
         capital stock or warrants, rights or options to acquire any such shares
         for cash up to an amount equal to the sum of (i) 50% of the
         consolidated net income of Toro and its Subsidiaries arising after
         October 31, 2001 and computed on a cumulative consolidated basis, plus
         (ii) $50,000,000, provided, that, immediately after giving effect to
         such proposed action, no Default or Event of Default would exist; and

                  (d)      Credit and any Subsidiary Borrower may declare and
         pay dividends to Toro or its parent company and any Wholly-Owned
         Subsidiary may declare and pay dividends to its parent company.

         8.8      Maintenance of Business. Each Company shall continue to engage
in business of the same general type as now conducted by it, provided, however,
that each Company may discontinue any line of business if the discontinuance of
such line of business will not result in a Material Adverse Effect and the Board
of Directors of such Company determines that the continuance thereof is no
longer desirable to the conduct of the business of the Companies taken as a
whole, and provided further that Toro shall be permitted to liquidate and
dissolve Credit or any Subsidiary Borrower into its parent company or Toro.

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<PAGE>

         8.9      Minimum Interest Coverage. Toro, on a consolidated basis,
shall not permit its Consolidated Interest Coverage Ratio, as at the end of each
fiscal quarter for the four consecutive fiscal quarters then ended, to fall
below 2.0 to 1.0.

         8.10     Maximum Total Indebtedness to Capitalization. Toro, on a
consolidated basis, shall not permit its consolidated ratio of total
Indebtedness to total Indebtedness plus shareholders' equity to exceed (i) 0.60
to 1.0 as at the end of the first fiscal quarter of each fiscal year, (ii) 0.65
to 1.00 as at the end of the second fiscal quarter of each fiscal year, (iii)
0.60 to 1.0 as at the end of the third fiscal quarter of each fiscal year and
(iv) 0.55 to 1.00 as at the end of each fiscal year.

         8.11     Toro and Credit Portion of Assets. The consolidated total
assets of Toro and Credit 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.

         8.12     Negative Pledge Clause. No Company shall enter into or cause,
suffer or permit to exist any agreement with any Person other than the
Administrative Agent and the Banks pursuant to this Agreement or any other Loan
Documents which prohibits or limits the ability of any of the Companies or any
Subsidiary to create, incur, assume or suffer to exist any Lien upon any of its
property, assets or revenues, whether now owned or hereafter acquired, provided
that any Company and any Subsidiary may enter into such an agreement in
connection with, and that applies only to, property subject to any Lien
permitted by this Agreement and not released after the date hereof, when such
prohibition or limitation is by its terms effective only against the assets
subject to such Lien.

         8.13     Burdensome Contractual Obligation. Enter into any Contractual
Obligation that limits the ability of any Subsidiary to make Restricted Payments
to Toro or to otherwise transfer property to Toro.

                                  ARTICLE IX.

                                EVENTS OF DEFAULT

         9.1      Events of Default. Any of the following shall constitute an
         "Event of Default":

                  (a)      Non-Payment. Any of the Companies fail to pay, (i) '
         when and as required to be paid herein, any amount of principal of any
         Loan, or (ii) within 5 days after the same becomes due, any interest,
         L/C Obligation, Swing Loan, fee or any other amount payable hereunder
         or under any other Loan Document; or

                  (b)      Representation or Warranty. Any representation or
         warranty by any Company or any Subsidiary made or deemed made herein,
         in any other Loan Document, or which is contained in any certificate,
         document or financial or other statement by any Company, any
         Subsidiary, or any Responsible Officer, furnished at any time under
         this Agreement, or in or under any other Loan Document, is incorrect or
         misleading in any material respect on or as of the date made or deemed
         made; or

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<PAGE>

                  (c)      Specific Defaults. Any of the Companies fail to
         perform or observe any term, covenant or agreement contained in any of
         Section 7.3(a) or 7.9 or in Article VIII; or

                  (d)      Other Defaults. Any of the Companies fail to perform
         or observe any other term or covenant contained in this Agreement or
         any other Loan Document (and such failure does not otherwise constitute
         an Event of Default under this Section 9.1), and such default shall
         continue unremedied for a period of 30 days, provided that, if the
         Companies are diligently and in good faith attempting to cure such
         default, such default is curable and such default will not possibly
         result in a Material Adverse Effect, then the Companies may have
         additional time to cure such default as specified in writing by the
         Required Banks provided that such additional time shall not exceed 60
         days; or

                  (e)      General Cross-Default. (i) Any Company or any
         Material Subsidiary (A) fails to make any payment in respect of any
         Indebtedness or Contingent Obligation, having an aggregate principal
         amount (including undrawn committed or available amounts and including
         amounts owing to all creditors under any combined or syndicated credit
         arrangement) of more than $10,000,000 when due (whether by scheduled
         maturity, required prepayment, acceleration, demand, or otherwise) and
         such failure continues after the applicable grace or notice period, if
         any, specified in the relevant document on the date of such failure; or
         (B) fails to perform or observe any other condition or covenant, or any
         other event shall occur or condition exist, under any agreement or
         instrument relating to any such Indebtedness or Contingent Obligation,
         and such failure continues after the applicable grace, cure or notice
         period, if any, specified in the relevant document on the date of such
         failure and if the effect of such failure, event or condition is to
         allow the holder or holders of such Indebtedness or beneficiary or
         beneficiaries of such Indebtedness (or a trustee or agent on behalf of
         such holder or holders or beneficiary or beneficiaries) to cause such
         Indebtedness to be declared to be due and payable prior to its stated
         maturity or such Contingent Obligation to become payable or cash
         collateral in respect thereof to be demanded; or (ii) (A) there occurs
         any termination, liquidation, unwind or similar event or circumstance
         under any Receivables Purchase Facility other than a voluntary
         termination by any Company or a scheduled termination, as a result of
         which any purchaser of receivables thereunder has ceased purchasing
         such Receivables and such purchaser may apply all collections on
         previously purchased Receivables thereunder to the repayment of such
         purchaser's interest in such previously purchased Receivables (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 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 and (B) within 60 days after the
         effective date of such Receivables Purchase Facility Termination,
         additional financing and/or capitalization of the Companies in
         replacement of such Receivables Purchase Facility, in an amount
         substantially similar to the amount of the Receivables Purchase
         Facility and upon such terms as are acceptable to the Required Banks,
         shall not be completed and funding thereunder shall not be available to
         the Companies; or

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                  (f)      Insolvency; Voluntary Proceedings. Any Company or any
         Material Subsidiary (i) ceases or fails to be solvent, or generally
         fails to pay, or admits in writing its inability to pay, its debts as
         they become due, subject to applicable grace periods, if any, whether
         at stated maturity or otherwise; (ii) voluntarily ceases to conduct its
         business in the ordinary course; (iii) commences any Insolvency
         Proceeding with respect to itself; or (iv) takes any action to
         effectuate or authorize any of the foregoing; or

                  (g)      Involuntary Proceedings. (i) Any involuntary
         Insolvency Proceeding is commenced or filed against any Company or any
         Material Subsidiary, or any writ, judgment, warrant of attachment,
         execution or similar process, is issued or levied against a substantial
         part of any Company's or any Material Subsidiary's properties, and any
         such proceeding or petition shall not be dismissed, or such writ,
         judgment, warrant of attachment, execution or similar process shall not
         be released, vacated or fully bonded within 60 days after commencement,
         filing or levy; (ii) any Company or any Material Subsidiary admits the
         material allegations of a petition against it in any Insolvency
         Proceeding, or an order for relief (or similar order under non-U.S.
         law) is ordered in any Insolvency Proceeding; or (iii) any Company or
         any Material Subsidiary acquiesces in the appointment of a receiver,
         trustee, custodian, conservator, liquidator, mortgagee in possession
         (or agent therefor), or other similar Person for itself or a
         substantial portion of its property or business; or

                  (h)      ERISA. (i) An ERISA Event shall occur with respect to
         a Pension Plan or Multiemployer Plan which has resulted or could
         reasonably be expected to result in liability of any Company under
         Title IV of ERISA to the Pension Plan, Multiemployer Plan or the PBGC
         in an aggregate amount in excess of $10,000,000; (ii) the aggregate
         amount of Unfunded Pension Liability among all Pension Plans at any
         time exceeds $10,000,000; or (iii) any Company or any ERISA Affiliate
         shall fail to pay when due, after the expiration of any applicable
         grace period, any installment payment with respect to its withdrawal
         liability under Section 4201 of ERISA under a Multiemployer Plan in an
         aggregate amount in excess of $10,000,000; or

                  (i)      Monetary Judgments. One or more non-interlocutory
         judgments, non-interlocutory orders, decrees or arbitration awards is
         entered against any or all of the Companies or any Material Subsidiary
         involving in the aggregate a liability (to the extent not covered by
         independent third-party insurance as to which the insurer does not
         dispute coverage) as to any single or related series of transactions,
         incidents or conditions, of $10,000,000 or more, and the same shall
         remain unsatisfied, unvacated and unstayed pending appeal for a period
         of 30 days after the entry thereof; or

                  (j)      Non-Monetary Judgments. Any non-monetary judgment,
         order or decree is entered against any Company or any Material
         Subsidiary which does or would reasonably be expected to have a
         Material Adverse Effect, and there shall be any period of 30
         consecutive days during which a stay of enforcement of such judgment or
         order, by reason of a pending appeal or otherwise, shall not be in
         effect; or

                  (k)      Change in Control. (i) Any Person or group within the
         meaning of Section 13(d)(3) of the 1934 Act and the rules and
         regulations promulgated thereunder, shall,

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         after the Closing Date, acquire beneficial ownership (within the
         meaning of Rule 13d-3 of the 1934 Act), directly or indirectly, of
         securities of Toro (or other securities convertible into such
         securities) representing thirty percent (30%) of the combined voting
         power of all securities of Toro entitled to vote in the election of
         directors, other than securities having such power only by reason of
         the happening of a contingency (hereinafter called a "Controlling
         Person"); or (ii) Toro shall cease to own, directly or indirectly, 100%
         of all of each other Company's issued and outstanding shares of common
         stock (except for any outstanding qualifying director shares); or (iii)
         a majority of the Board of Directors of Toro shall cease for any reason
         to consist of (A) individuals who on the Closing Date were serving as
         directors of Toro and (B) individuals who subsequently become members
         of the Board if such individuals' nomination for election or election
         to the Board is recommended or approved by a majority of the Board of
         Directors of Toro; or (iv) a default or the happening of any event
         shall occur under any charter, indenture, agreement or other instrument
         in connection with which any preferred stock of Toro may be issued, and
         as a result of such default or event the holders of such preferred
         stock shall designate or elect members of the Board of Directors of
         Toro. For purposes of clause (i) above, a Person or group shall not be
         a Controlling Person if such Person or group holds voting power in good
         faith and not for the purpose of circumventing this Section 9.1(k) as
         an agent, bank, broker, nominee, trustee, or holder of revocable
         proxies given in response to a solicitation pursuant to the 1934 Act,
         for one or more beneficial owners who do not individually, or, if they
         are a group acting in concert, as a group, have the voting power
         specified in clause (i).

                  (l)      Invalidity. Any Loan Document, at any time after its
         execution and delivery and for any reason other than the agreement of
         all Banks or satisfaction in full of all the Obligations, ceases to be
         in full force and effect (other than with respect to matters regarding
         Offshore Rate Loans which are subject to the application of, and the
         Companies accordingly comply with the terms of, Section 4.2) or is
         declared by a court of competent jurisdiction to be null and void,
         invalid or unenforceable in any respect; or any Company denies that is
         has any or further liability or obligation under any Loan Document, or
         purports to revoke, terminate or rescind any Loan Document.

                  (m)      Specific Cross-Default. The occurrence and
         continuance of an "Event of Default" as defined in the 364-Day Credit
         Agreement.

         9.2      Remedies. If any Event of Default occurs, the Administrative
Agent shall, at the request of, or may, with the consent of the Required Banks:

                  (a)      declare the commitment of each Bank to make Loans,
         the obligation of the Swing Line Bank to make Swing Loans and the
         obligation of the Issuing Bank to issue Letters of Credit to be
         terminated, whereupon such commitments and obligations shall be
         terminated;

                  (b)      declare the unpaid principal amount of all
         outstanding Loans and Swing Loans, all interest accrued and unpaid
         thereon, and all other amounts owing or payable hereunder or under any
         other Loan Document to be immediately due and payable,

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         without presentment, demand, protest or other notice of any kind, all
         of which are hereby expressly waived by each Company;

                  (c)      exercise on behalf of itself and the Banks all rights
         and remedies available to it and the Banks under the Loan Documents or
         applicable law; and

                  (d)      demand immediate payment by the Companies of an
         amount equal to the L/C Obligations to be held in an account to be
         established by Toro with Bank of America at such time over which only
         the Administrative Agent shall have control.

provided, however that upon the occurrence of any event specified in subsection
(f) or (g) of Section 9.1 (in the case of clause (i) of subsection (g) upon the
expiration of the 60-day period mentioned therein), (i) the obligation of each
Bank to make Loans, the Issuing Bank to Issue Letters of Credit and the Swing
Line Bank to make Swing Loans shall automatically terminate, (ii) the unpaid
principal amount of all outstanding Loans and Swing Loans and all interest and
other amounts as aforesaid shall automatically become due and payable without
further act of the Administrative Agent or any Bank, and (iii) Toro shall
automatically be required to Cash Collateralize the L/C Obligations (in an
amount equal to the aggregate outstanding amount thereof) plus all fees accrued
or to be incurred in connection with such L/C Obligations (calculated at the
Applicable Margin then in effect for the period from the date of such Cash
Collateralization until the expiry date of such Letter of Credit).

         9.3      Rights Not Exclusive. The rights provided for in this
Agreement and the other Loan Documents are cumulative and are not exclusive of
any other rights, powers, privileges or remedies provided by law or in equity,
or under any other instrument, document or agreement now existing or hereafter
arising.

                                   ARTICLE X.

                            THE ADMINISTRATIVE AGENT

         10.1     Appointment and Authorization of Administrative Agent.

                  (a)      Each Bank hereby irrevocably appoints, designates and
         authorizes the Administrative Agent to take such action on its behalf
         under the provisions of this Agreement and each other Loan Document and
         to exercise such powers and perform such duties as are expressly
         delegated to it by the terms of this Agreement or any other Loan
         Document, together with such powers as are reasonably incidental
         thereto. Notwithstanding any provision to the contrary contained
         elsewhere herein or in any other Loan Document, the Administrative
         Agent shall not have any duties or responsibilities, except those
         expressly set forth herein, nor shall the Administrative Agent have or
         be deemed to have any fiduciary relationship with any Bank or
         participant, and no implied covenants, functions, responsibilities,
         duties, obligations or liabilities shall be read into this Agreement or
         any other Loan Document or otherwise exist against the Administrative
         Agent. Without limiting the generality of the foregoing sentence, the
         use of the term "agent" herein and in the other Loan Documents with
         reference to the Administrative Agent is not intended to connote any
         fiduciary or other implied (or

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<PAGE>

         express) obligations arising under agency doctrine of any applicable
         law. Instead, such term is used merely as a matter of market custom,
         and is intended to create or reflect only an administrative
         relationship between independent contracting parties.

                  (b)      The Issuing Bank shall act on behalf of the Banks
         with respect to any Letters of Credit Issued by it and the documents
         associated therewith until such time (and except for so long) as the
         Administrative Agent may agree at the request of the Required Banks to
         act for the Issuing Bank with respect thereto; provided, however, that
         the Issuing Bank shall have all of the benefits and immunities (i)
         provided to the Administrative Agent in this Article X with respect to
         any acts taken or omissions suffered by the Issuing Bank in connection
         with Letters of Credit Issued by it or proposed to be Issued by it and
         the application and agreements for letters of credit pertaining to the
         Letters of Credit as fully as if the term "Administrative Agent" as
         used in this Article X included the Issuing Bank with respect to such
         acts or omissions, and (ii) as additionally provided herein with
         respect to the Issuing Bank.

         10.2     Delegation of Duties. The Administrative Agent may execute any
of its duties under this Agreement or any other Loan Document by or through
agents, employees or attorneys-in-fact and shall be entitled to advice of
counsel and other consultants or experts concerning all matters pertaining to
such duties. The Administrative Agent shall not be responsible for the
negligence or misconduct of any agent or attorney-in-fact that it selects in the
absence of gross negligence or willful misconduct.

         10.3     Liability of Administrative Agent. None of the Administrative
Agent-Related Persons shall (a) be liable for any action taken or omitted to be
taken by any of them under or in connection with this Agreement or any other
Loan Document or the transactions contemplated hereby (except for its own gross
negligence or willful misconduct in connection with its duties expressly set
forth herein), or (b) be responsible in any manner to any Bank or participant
for any recital, statement, representation or warranty made by the Companies or
any Subsidiary or Affiliate of the Companies or any officer thereof, contained
herein or in any other Loan Document, or in any certificate, report, statement
or other document referred to or provided for in, or received by the
Administrative Agent under or in connection with, this Agreement or any other
Loan Document, or the validity, effectiveness, genuineness, enforceability or
sufficiency of this Agreement or any other Loan Document, or for any failure of
the Companies or any other party to any Loan Document to perform its obligations
hereunder or thereunder. No Administrative Agent-Related Person shall be under
any obligation to any Bank or participant to ascertain or to inquire as to the
observance or performance of any of the agreements contained in, or conditions
of, this Agreement or any other Loan Document, or to inspect the properties,
books or records of the Companies or any of the Companies' Subsidiaries or
Affiliates.

         10.4     Reliance by Administrative Agent.

                  (a)      The Administrative Agent shall be entitled to rely,
         and shall be fully protected in relying, upon any writing,
         communication, signature, resolution, representation, notice, consent,
         certificate, affidavit, letter, telegram, facsimile, telex or telephone
         message, statement or other document or conversation believed by it to
         be genuine and correct and to have been signed, sent or made by the
         proper Person or

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         Persons, and upon advice and statements of legal counsel (including
         counsel to the Companies), independent accountants and other experts
         selected by the Administrative Agent. The Administrative Agent shall be
         fully justified in failing or refusing to take any action under any
         Loan Document unless it shall first receive such advice or concurrence
         of the Required Banks as it deems appropriate and, if it so requests,
         it shall first be indemnified to its satisfaction by the Banks against
         any and all liability and expense which may be incurred by it by reason
         of taking or continuing to take any such action. The Administrative
         Agent shall in all cases be fully protected in acting, or in refraining
         from acting, under this Agreement or any other Loan Document in
         accordance with a request or consent of the Required Banks or all the
         Banks, if required hereunder, and such request and any action taken or
         failure to act pursuant thereto shall be binding upon all the Banks and
         participants. Where this Agreement expressly permits or prohibits an
         action unless the Required Banks otherwise determine, the
         Administrative Agent shall, and in all other instances, the
         Administrative Agent may, but shall not be required to, initiate any
         solicitation for the consent or a vote of the Banks.

                  (b)      For purposes of determining compliance with the
         conditions specified in Section 5.1, each Bank that has signed this
         Agreement shall be deemed to have consented to, approved or accepted or
         to be satisfied with, each document or other matter either sent by the
         Administrative Agent to such Bank for consent, approval, acceptance or
         satisfaction, or required thereunder to be consented to or approved by
         or acceptable or satisfactory to a Bank.

         10.5     Notice of Default. The Administrative Agent shall not be
deemed to have knowledge or notice of the occurrence of any Default or Event of
Default, except with respect to defaults in the payment of principal, interest
and fees required to be paid to the Administrative Agent for the account of the
Banks, unless the Administrative Agent shall have received written notice from a
Bank or Toro referring to this Agreement, describing such Default or Event of
Default and stating that such notice is a "notice of default." The
Administrative Agent will notify the Banks of its receipt of any such notice.
The Administrative Agent shall take such action with respect to such Default or
Event of Default as may be directed by the Required Banks in accordance with
Article IX; provided, however, that unless and until the Administrative Agent
has received any such direction, the Administrative Agent may (but shall not be
obligated to) take such action, or refrain from taking such action, with respect
to such Default or Event of Default as it shall deem advisable or in the best
interest of the Banks.

         10.6     Credit Decision; Disclosure of Information by Administrative
Agent. Each Bank acknowledges that none of the Administrative Agent-Related
Persons has made any representation or warranty to it, and that no act by the
Administrative Agent hereafter taken, including any consent to and acceptance of
any assignment or review of the affairs of the Companies and their Subsidiaries
or any Affiliate thereof, shall be deemed to constitute any representation or
warranty by any Administrative Agent-Related Person to any Bank as to any
matter, including whether Administrative Agent-Related Persons have disclosed
material information in their possession. Each Bank represents to the
Administrative Agent that it has, independently and without reliance upon any
Administrative Agent-Related Person and based on such documents and information
as it has deemed appropriate, made its own appraisal of and investigation into
the business, prospects, operations, property, financial and other condition and

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<PAGE>

creditworthiness of the Companies and their Subsidiaries, and all applicable
bank or other regulatory laws relating to the transactions contemplated hereby,
and made its own decision to enter into this Agreement and to extend credit to
the Companies hereunder. Each Bank also represents that it will, independently
and without reliance upon any Administrative Agent-Related Person and based on
such documents and information as it shall deem appropriate at the time,
continue to make its own credit analysis, appraisals and decisions in taking or
not taking action under this Agreement and the other Loan Documents, and to make
such investigations as it deems necessary to inform itself as to the business,
prospects, operations, property, financial and other condition and
creditworthiness of the Companies. Except for notices, reports and other
documents expressly required to be furnished to the Banks by the Administrative
Agent herein, the Administrative Agent shall not have any duty or responsibility
to provide any Bank with any credit or other information concerning the
business, prospects, operations, property, financial and other condition or
creditworthiness of the Companies or any of its Affiliates which may come into
the possession of any Administrative Agent-Related Person.

         10.7     Indemnification of Administrative Agent. Whether or not the
transactions contemplated hereby are consummated, the Banks shall indemnify upon
demand each Administrative Agent-Related Person (to the extent not reimbursed by
or on behalf of the Companies and without limiting the obligation of the
Companies to do so) according to each Bank's Pro Rata Share, and hold harmless
each Administrative Agent-Related Person from and against any and all
Indemnified Liabilities incurred by it; provided, however, that no Bank shall be
liable for the payment to any Administrative Agent-Related Person of any portion
of such Indemnified Liabilities to the extent determined in a final,
non-appealable judgment by a court of competent jurisdiction to have resulted
from such Person's own gross negligence or willful misconduct; provided,
however, that no action taken in accordance with the directions of the Required
Banks shall be deemed to constitute gross negligence or willful misconduct for
purposes of this Section. Without limitation of the foregoing, each Bank shall
reimburse the Administrative Agent upon demand for its ratable share of any
costs or out-of-pocket expenses (including Attorney Costs and the costs and
expenses incurred in connection with the use of GMS Technologies, Inc.,
Intralinks, Inc. or other similar information transmission systems in connection
with this Agreement) incurred by the Administrative Agent in connection with the
preparation, execution, delivery, administration, modification, amendment or
enforcement (whether through negotiations, legal proceedings or otherwise) of,
or legal advice in respect of rights or responsibilities under, this Agreement,
any other Loan Document, or any document contemplated by or referred to herein,
to the extent that the Administrative Agent is not reimbursed for such expenses
by or on behalf of the Companies. The undertaking in this Section shall survive
termination of the combined Commitments, the payment of all Obligations
hereunder and the resignation of the Administrative Agent.

         10.8     Administrative Agent in its Individual Capacity. Bank of
America and its Affiliates may make loans to, issue letters of credit for the
account of, accept deposits from, acquire equity interests in and generally
engage in any kind of banking, trust, financial advisory, underwriting or other
business with any Company and its Subsidiaries and its Affiliates as though Bank
of America were not the Administrative Agent, the Issuing Bank or the Swing Line
Bank hereunder and without notice to or consent of the Banks. The Banks
acknowledge that, pursuant to such activities, Bank of America or its Affiliates
may receive information regarding the Companies or their Affiliates (including
information that may be subject to confidentiality

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obligations in favor of the Companies or such Subsidiary) and acknowledge that
the Administrative Agent shall be under no obligation to provide such
information to them. With respect to its Loans, Bank of America shall have the
same rights and powers under this Agreement as any other Bank and may exercise
such rights and powers as though it were not the Administrative Agent, the
Issuing Bank or the Swing Line Bank, and the terms "Bank" and "Banks" include
Bank of America in its individual capacity.

         10.9     Successor Administrative Agent. The Administrative Agent may
resign as Administrative Agent upon 30 days' notice to the Banks; provided that
any such resignation by Bank of America shall also constitute its resignation as
Issuing Bank and Swing Line Bank. If the Administrative Agent resigns under this
Agreement, the Required Banks shall appoint from among the Banks a successor
Administrative Agent for the Banks which successor Administrative Agent shall be
consented to by the Companies at all times other than during the existence of an
Event of Default (which consent of the Companies shall not be unreasonably
withheld or delayed). If no successor Administrative Agent is appointed prior to
the effective date of the resignation of the Administrative Agent, the
Administrative Agent may appoint, after consulting with the Banks and the
Companies, a successor Administrative Agent from among the Banks. Upon the
acceptance of its appointment as successor Administrative Agent hereunder, the
Person acting as such successor Administrative Agent shall succeed to all the
rights, powers and duties of the retiring Administrative Agent, Issuing Bank,
Swing Line Bank, and the respective terms "Administrative Agent," "Issuing
Bank", "Swing Line Bank" shall mean such successor Administrative Agent, Letter
of Credit Issuing Bank, Swing Line Bank, and the retiring Administrative Agent's
appointment, powers and duties as Administrative Agent shall be terminated and
the retiring Issuing Bank's and Swing Line Bank's powers and duties as such
shall be terminated, without any other or further act or deed on the part of
such retiring Issuing Bank or Swing Line Bank or any other Bank, other than the
obligation of the successor Issuing Bank to Issue letters of credit in
substitution for the Letters of Credit, if any, outstanding at the time of such
succession. After any retiring Administrative Agent's resignation hereunder as
Administrative Agent, the provisions of this Article X and Sections 12.4 and
12.5 shall inure to its benefit as to any actions taken or omitted to be taken
by it while it was Administrative Agent under this Agreement. If no successor
Administrative Agent has accepted appointment as Administrative Agent by the
date which is 30 days following a retiring Administrative Agent's notice of
resignation, the retiring Administrative Agent's resignation shall nevertheless
thereupon become effective and the Banks shall perform all of the duties of the
Administrative Agent hereunder until such time, if any, as the Required Banks
appoint a successor Administrative Agent as provided for above.

         10.10    Other Agents. None of the Banks identified on the facing page
or signature pages of this Agreement as a "syndication agent," "documentation
agent," or "co-agent" shall have any right, power, obligation, liability,
responsibility or duty under this Agreement other than those applicable to all
Banks as such. Without limiting the foregoing, none of the Banks so identified
shall have or be deemed to have any fiduciary relationship with any Bank. Each
Bank acknowledges that it has not relied, and will not rely, on any of the Banks
so identified in deciding to enter into this Agreement or in taking or not
taking action hereunder.

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         10.11    Withholding Tax.

                  (a)      If any Bank is a "foreign corporation, partnership or
         trust" within the meaning of the Code and such Bank claims exemption
         from, or a reduction of, U.S. withholding tax under Sections 1441 or
         1442 of the Code, such Bank agrees with and in favor of the
         Administrative Agent, to deliver to the Administrative Agent:

                           (i)      if such Bank claims an exemption from, or a
                  reduction of, withholding tax under a United States tax
                  treaty, two properly completed and executed copies of IRS Form
                  W-8 ECI or W-8 BEN, as applicable, before the payment of any
                  interest in the first calendar year and before the payment of
                  any interest in each third succeeding calendar year during
                  which interest may be paid under this Agreement;

                           (ii)     if such Bank claims that interest paid under
                  this Agreement is exempt from United States withholding tax
                  because it is effectively connected with a United States trade
                  or business of such Bank, two properly completed and executed
                  copies of IRS Form W-8 ECI or W-8 BEN, as applicable, before
                  the payment of any interest is due in the first taxable year
                  of such Bank and in each succeeding taxable year of such Bank
                  during which interest may be paid under this Agreement; and

                           (iii)    such other form or forms as may be required
                  under the Code or other laws of the United States as a
                  condition to exemption from, or reduction of, United States
                  withholding tax.

         Such Bank agrees to promptly notify the Administrative Agent of any
         change in circumstances which would modify or render invalid any
         claimed exemption or reduction.

                  (b)      If any Bank claims exemption from, or reduction of,
         withholding tax under a United States tax treaty by providing IRS Form
         W-8 ECI or W-8 BEN, as applicable, and such Bank sells, assigns, grants
         a participation in, or otherwise transfers all or part of the
         Obligations of the Companies to such Bank, such Bank agrees to notify
         the Administrative Agent of the percentage amount in which it is no
         longer the beneficial owner of Obligations of the Companies to such
         Bank. To the extent of such percentage amount, the Administrative Agent
         will treat such Bank's IRS Form W-8 ECI or W-8 BEN, as applicable, as
         no longer valid.

                  (c)      If any Bank claiming exemption from United States
         withholding tax by filing IRS Form W-8 ECI or W-8 BEN, as applicable,
         with the Administrative Agent sells, assigns, grants a participation
         in, or otherwise transfers all or part of the Obligations of the
         Companies to such Bank, such Bank agrees to undertake sole
         responsibility for complying with the withholding tax requirements
         imposed by Sections 1441 and 1442 of the Code.

                  (d)      If any Bank is entitled to a reduction in the
         applicable withholding tax, the Administrative Agent may withhold from
         any interest payment to such Bank an amount equivalent to the
         applicable withholding tax after taking into account such reduction.

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         However, if the forms or other documentation required by subsection (1)
         of this Section are not delivered to the Administrative Agent, then the
         Administrative Agent may withhold from any interest payment to such
         Bank not providing such forms or other documentation an amount
         equivalent to the applicable withholding tax imposed by Sections 1441
         and 1442 of the Code, without reduction.

                  (e)      If the IRS or any other Governmental Authority of the
         United States or other jurisdiction asserts a claim that the
         Administrative Agent did not properly withhold tax from amounts paid to
         or for the account of any Bank (because the appropriate form was not
         delivered or was not properly executed, or because such Bank failed to
         notify the Administrative Agent of a change in circumstances which
         rendered the exemption from, or reduction of, withholding tax
         ineffective, or for any other reason) such Bank shall indemnify the
         Administrative Agent fully for all amounts paid, directly or
         indirectly, by the Administrative Agent as tax or otherwise, including
         penalties and interest, and including any taxes imposed by any
         jurisdiction on the amounts payable to the Administrative Agent under
         this Section, together with all costs and expenses (including Attorney
         Costs). The obligation of the Banks under this subsection shall survive
         the payment of all Obligations and the resignation or replacement of
         the Administrative Agent.

                                   ARTICLE XI.

                                    GUARANTY

         11.1     The Guaranty. Toro hereby unconditionally guarantees the full
and punctual payment (whether at stated maturity, upon acceleration or
otherwise) of the principal of and interest on each Loan made by the Banks or
any Bank to any Subsidiary Borrower pursuant to this Agreement; and the full and
punctual payment of all other amounts payable by any Subsidiary Borrower under
this Agreement. Upon failure by any Subsidiary Borrower to pay punctually any
such amount, Toro shall forthwith on demand pay the amount not so paid at the
place and in the manner specified in this Agreement.

         11.2     Guaranty Unconditional. The obligations of Toro hereunder are
a guaranty of payment and not of collection, and shall be unconditional and
absolute and, without limiting the generality of the foregoing, shall not be
released, discharged or otherwise affected by:

                  (a)      any extension, renewal, settlement, compromise,
         waiver or release in respect of any obligation of any Subsidiary
         Borrower under this Agreement or any Note, by operation of law or
         otherwise;

                  (b)      any modification or amendment of or supplement to
         this Agreement or any Note;

                  (c)      any release, non-perfection or invalidity of any
         direct or indirect security for any obligation of any Subsidiary
         Borrower under this Agreement or any Note;

                  (d)      any change in the corporate existence, structure or
         ownership of any Subsidiary Borrower, or any insolvency, bankruptcy,
         reorganization or other similar

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<PAGE>

         proceeding affecting such Subsidiary Borrower or its assets or any
         resulting release or discharge of any obligation of such Subsidiary
         Borrower contained in this Agreement or any Note;

                  (e)      the existence of any claim, set-off or other rights
         which Toro may have at any time against any Subsidiary Borrower, any
         Administrative Agent, any Bank or any other corporation or person,
         whether in connection herewith or any unrelated transactions, provided
         that nothing herein shall prevent the assertion of any such claim by
         separate suit or compulsory counterclaim;

                  (f)      any invalidity or unenforceability relating to or
         against any Subsidiary Borrower for any reason of this Agreement or any
         Note, or any provision of applicable law or regulation purporting to
         prohibit the payment by any Subsidiary Borrower of the principal of or
         interest on any Note or any other amount payable by it under this
         Agreement; or

                  (g)      any other act or omission to act or delay of any kind
         by any Subsidiary Borrower, the Administrative Agent, any Bank or any
         other Person or any other circumstance whatsoever which might, but for
         the provisions of this paragraph, constitute a legal or equitable
         discharge of Toro's obligations hereunder.

         The obligations of Toro under this Article XI are independent of the
obligation of any Subsidiary Borrower pursuant to this Agreement or any Note
issued by such Subsidiary Borrower and a separate action or actions may be
brought and prosecuted against Toro to enforce the provisions of this Article XI
irrespective of whether any action is brought against any Subsidiary Borrower or
whether any Subsidiary Borrower is joined in any such action or actions.

         11.3     Discharge Only Upon Payment In Full; Reinstatement In Certain
Circumstances. Toro's obligations hereunder shall remain in full force and
effect until the Commitments shall have terminated and the principal of and
interest on the Notes and all other amounts payable by any Subsidiary Borrower
under this Agreement shall have been paid in full. If at any time any payment of
the principal of or interest on any Note or any other amount payable by any
Subsidiary Borrower under this Agreement is rescinded or must be otherwise
restored or returned upon the insolvency, bankruptcy or reorganization of such
Subsidiary Borrower or otherwise, Toro's obligations hereunder with respect to
such payment shall be reinstated as though such payment had been due but not
made at such time.

         11.4     Waiver by Toro. Toro irrevocably waives acceptance hereof,
presentment, demand, protest and any notice not provided for herein, as well as
any requirement that at any time any action be taken by any Person against any
Subsidiary Borrower or any other Person.

         11.5     No Subrogation. Toro irrevocably waives any and all rights to
which it may be entitled, by operation of law or otherwise, upon making any
payments with respect to any Subsidiary Borrower hereunder to be subrogated to
the rights of the payee against such Subsidiary Borrower with respect to such
payment or otherwise to be reimbursed, indemnified or exonerated by such
Subsidiary Borrower in respect thereof.

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         11.6     Stay of Acceleration. If acceleration of the time for payment
of any amount payable by any Subsidiary Borrower under this Agreement or the
Notes is stayed upon the insolvency, bankruptcy or reorganization of such
Subsidiary Borrower, all such amounts otherwise subject to acceleration under
the terms of this Agreement shall nonetheless be payable by Toro hereunder
forthwith on demand by the Administrative Agent made at the request of the
Required Banks.

                                  ARTICLE XII.

                                  MISCELLANEOUS

         12.1     Amendments, Etc. No amendment or waiver of any provision of
this Agreement or any other Loan Document, and no consent to any departure by
any Company therefrom, shall be effective unless in writing signed by the
Required Banks and the Companies, and acknowledged by the Administrative Agent,
and each such waiver or consent shall be effective only in the specific instance
and for the specific purpose for which given; provided, however, that no such
amendment, waiver or consent shall, unless in writing and signed by all of the
Banks and by the Companies, and acknowledged by the Administrative Agent, do any
of the following:

                  (a)      extend or increase the combined Commitments of all
         Banks (or reinstate such Commitments terminated pursuant to Section
         9.2(a));

                  (b)      extend or postpone any date fixed by this Agreement
         or any other Loan Document for any payment of principal, interest, fees
         or other amounts due to the Banks (or any of them) hereunder or under
         any other Loan Document;

                  (c)      reduce the principal of, or the rate of interest
         specified herein on, any Loan or L/C Borrowing, or (subject to clause
         (iv) of the proviso below) any fees or other amounts payable hereunder
         or under any other Loan Document; provided, however, that only the
         consent of the Required Banks shall be necessary to amend the
         definition of "Default Rate" or to waive any obligation of the
         Companies to pay interest at the Default Rate;

                  (d)      change the percentage of the combined Commitments or
         of the aggregate unpaid principal amount of the Loans, Swing Loans and
         L/C Obligations which is required for the Banks or any of them to take
         any action hereunder;

                  (e)      change the means of determination of Pro Rata Share
         or Voting Percentage of any Bank;

                  (f)      amend this Section, or Section 2.14, or any provision
         herein providing for consent or other action by all the Banks; or

                  (g)      amend or delete Article XI hereof or release Toro as
         the guarantor of the Subsidiary Borrowers' Obligations hereunder
         pursuant to Article XI hereof.

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and, provided further, that (i) no amendment, waiver or consent shall, unless in
writing and signed by the Issuing Bank in addition to the Required Banks or each
directly-affected Bank, as the case may be, affect the rights or duties of the
Issuing Bank under this Agreement or any L/C Application relating to any Letter
of Credit Issued or to be Issued by it; (ii) no amendment, waiver or consent
shall, unless in writing and signed by the Swing Line Bank in addition to the
Required Banks or each directly-affected Bank, as the case may be, affect the
rights or duties of the Swing Line Bank under this Agreement; (iii) no
amendment, waiver or consent shall, unless in writing and signed by the
Administrative Agent in addition to the Required Banks or each directly-affected
Bank, as the case may be, affect the rights or duties of the Administrative
Agent under this Agreement or any other Loan Document; or (iv) the Fee Letter
may be amended, or rights or privileges thereunder waived, in a writing executed
only by the respective parties thereto. Notwithstanding anything to the contrary
herein, any Bank that has a Voting Percentage of zero shall not have any right
to approve or disapprove any amendment, waiver or consent hereunder, except that
the Pro Rata Share of such Bank may not be increased without the consent of such
Bank.

         12.2     Notices.

                  (a)      All notices, requests, consents, approvals, waivers
         and other communications shall be in writing (including, unless the
         context expressly otherwise provides, by facsimile transmission,
         provided that any matter transmitted by the Companies by facsimile
         shall be immediately confirmed by a telephone call to the recipient at
         the number specified on Schedule 12.2) and mailed, faxed or delivered,
         to the address or facsimile number specified for notices on Schedule
         12.2; or, as directed to the Companies or the Administrative Agent, to
         such other address as shall be designated by such party in a written
         notice to the other parties, and as directed to any other party, at
         such other address as shall be designated by such party in a written
         notice to the Companies and the Administrative Agent.

                  (b)      All such notices, requests and communications shall,
         when transmitted by overnight delivery, or faxed, be effective when
         delivered for overnight (next-day) delivery, or transmitted in legible
         form by facsimile machine, respectively, or if mailed, upon the third
         Business Day after the date deposited into the U.S. mail, or if
         delivered, upon delivery; except that notices pursuant to Article 11 or
         X to the Administrative Agent or notices pursuant to Article III to the
         Issuing Bank shall not be effective until actually received.

                  (c)      Any agreement of the Administrative Agent and the
         Banks herein to receive certain notices by telephone or facsimile is
         solely for the convenience and at the request of the Companies. The
         Administrative Agent and the Banks shall be entitled to rely on the
         authority of any Person purporting to be a Person authorized by the
         Companies to give such notice and the Administrative Agent and the
         Banks shall not have any liability to the Companies or other Person on
         account of any action taken or not taken by the Administrative Agent or
         the Banks in reliance upon such telephonic or facsimile notice. The
         obligation of the Companies to repay the Loans, the Swing Loans or the
         L/C Obligations shall not be affected in any way or to any extent by
         any failure by the Administrative Agent and the Banks to receive
         written confirmation of any telephonic

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         or facsimile notice or the receipt by the Administrative Agent and the
         Banks of a confirmation which is at variance with the terms understood
         by the Administrative Agent and the Banks to be contained in the
         telephonic or facsimile notice.

                  (d)      Effectiveness of Facsimile Documents and Signatures.
         Loan Documents may be transmitted and/or signed by facsimile. The
         effectiveness of any such documents and signatures shall, subject to
         applicable Law, have the same force and effect as manually-signed
         originals and shall be binding on the Companies, the Administrative
         Agent and the Banks. The Administrative Agent may also require that any
         such documents and signatures be confirmed by a manually-signed
         original thereof; provided, however, that the failure to request or
         deliver the same shall not limit the effectiveness of any facsimile
         document or signature.

                  (e)      Limited Use of Electronic Mail. Electronic mail and
         Internet and intranet websites may be used only to distribute routine
         communications, such as financial statements and other information as
         provided in Section 7.2, and to distribute Loan Documents for execution
         by the parties thereto, and may not be used for any other purpose.

         12.3     No Waiver; Cumulative Remedies. No failure to exercise and no
delay in exercising, on the part of the Administrative Agent or any Bank, any
right, remedy, power or privilege hereunder, shall operate as a waiver thereof;
nor shall any single or partial exercise of any right, remedy, power or
privilege hereunder preclude any other or further exercise thereof or the
exercise of any other right, remedy, power or privilege.

         12.4     Costs and Expenses. The Companies shall:

                  (a)      whether or not the transactions contemplated hereby
         are consummated, pay or reimburse Bank of America (including in its
         capacity as Administrative Agent, Swing Line Bank, Issuing Bank and
         Bank) and the Arranger within five Business Days after demand for all
         costs and expenses incurred by Bank of America (including in its
         capacity as Administrative Agent, Swing Line Bank, Issuing Bank and
         Bank) and the Arranger in connection with the due diligence conducted
         in connection with, and the development, preparation, delivery,
         administration, syndication and execution of, and any amendment,
         supplement, waiver or modification to (in each case, whether or not
         consummated), this Agreement, any Loan Document and any other documents
         prepared in connection herewith or therewith, and the consummation of
         the transactions contemplated hereby and thereby, including reasonable
         Attorney Costs incurred by Bank of America (including in its capacity
         as Administrative Agent, Swing Line Bank, Issuing Bank and Bank) and
         the Arranger with respect thereto; and

                  (b)      pay or reimburse the Administrative Agent, the Swing
         Line Bank, the Issuing Bank, the Arranger and each Bank within five
         Business Days after demand for all costs and expenses (including
         Attorney Costs and the costs and expenses incurred in connection with
         the use of GMS Technologies, Inc., Intralinks, Inc. or other similar
         information transmission systems in connection with this Agreement)
         incurred by them in connection with the enforcement, attempted
         enforcement, or preservation of any rights or

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         remedies under this Agreement or any other Loan Document during the
         existence of an Event of Default or after acceleration of the Loans
         (including in connection with any "workout" or restructuring regarding
         the Loans, and including in any Insolvency Proceeding or appellate
         proceeding).

         12.5     Indemnification. Whether or not the transactions contemplated
hereby are consummated, the Companies shall indemnify, defend and hold the
Administrative Agent-Related Persons and each Bank and each of their Affiliates
and each of such Person's respective officers, directors, employees, counsel,
agents and attorneys-in-fact (each, an "Indemnified Person") harmless from and
against any and all liabilities, obligations, losses, damages, penalties,
actions, judgments, suits, costs, charges, expenses and disbursements (including
Attorney Costs) of any kind or nature whatsoever which may at any time
(including at any time following repayment of the Loans and the termination of
the Letters of Credit and the termination, resignation or replacement of the
Administrative Agent or replacement of any Bank) be imposed on, incurred by or
asserted against any such Indemnified Person in any way relating to or arising
out of this Agreement or any document contemplated by or referred to herein, or
the transactions contemplated hereby, or the actual or proposed use of proceeds
of any Loan, Swing Loan or Letter of Credit, or the Commitments, or any action
taken or omitted by any such Indemnified Person under or in connection with any
of the foregoing, including with respect to any investigation, arbitration,
litigation or judicial proceeding (including any Insolvency Proceeding or
appellate proceeding) related to or arising out of this Agreement or the Loans
or Letters of Credit or the use of the proceeds thereof, whether or not any
Indemnified Person is a party thereto (all the foregoing, collectively, the
"Indemnified Liabilities"); provided, that the Companies shall have no
obligation hereunder to any Indemnified Person with respect to Indemnified
Liabilities to the extent resulting solely from the gross negligence or willful
misconduct of such Indemnified Person as fully determined by a court of
competent jurisdiction. None of the Administrative Agent-Related Persons nor any
of their respective directors, officers, agents or employees shall be liable for
any action taken or not taken by it in connection with this Agreement or any
document contemplated by or referred to herein, or the transactions contemplated
hereby in the absence of its own gross negligence or willful misconduct as
finally determined by a court of competent jurisdiction, and in no event shall
any such Person be liable for special, consequential, punitive or indirect
damages. The agreements in this Section shall survive payment of all other
Obligations.

         12.6     Payments Set Aside. To the extent that any Company makes a
payment to the Administrative Agent or the Banks, or the Administrative Agent or
any of the Banks exercise their right of set-off, and such payment or the
proceeds of such set-off or any part thereof are subsequently invalidated,
declared to be fraudulent or preferential, set aside or required (including
pursuant to any settlement entered into by the Administrative Agent or such Bank
in its discretion) to be repaid to a trustee, receiver or any other party, in
connection with any Insolvency Proceeding or otherwise, then (a) to the extent
of such recovery the obligation or part thereof originally intended to be
satisfied shall be revived and continued in full force and effect as if such
payment had not been made or such set-off had not occurred, and (b) each Bank
severally agrees to pay to the Administrative Agent upon demand its Pro Rata
Share of any amount so recovered from or repaid by the Administrative Agent.

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         12.7     Successors and Assigns.

                  (a)      The provisions of this Agreement shall be binding
         upon and inure to the benefit of the parties hereto and their
         respective successors and assigns permitted hereby, except that none of
         the Companies may assign or otherwise transfer any of its rights or
         obligations hereunder without the prior written consent of the
         Administrative Agent and each Bank (and any attempted assignment or
         transfer by the Companies without such consent shall be null and void).
         Nothing in this Agreement, expressed or implied, shall be construed to
         confer upon any Person (other than the parties hereto, their respective
         successors and assigns permitted hereby, Participants to the extent
         provided in subsection (d) of this Section and, to the extent expressly
         contemplated hereby, the Indemnitees) any legal or equitable right,
         remedy or claim under or by reason of this Agreement.

                  (b)      Any Bank may at any time assign to one or more
         Eligible Assignees all or a portion of its rights and obligations under
         this Agreement (including all or a portion of its Commitment and the
         Loans (including for purposes of this subsection (b), participations in
         L/C Obligations and participations in Swing Loans) at the time owing to
         it); provided that (i) except in the case of an assignment of the
         entire remaining amount of the assigning Bank's Commitment and the
         Loans at the time owing to it or in the case of an assignment to a Bank
         or an Affiliate of a Bank or an Approved Fund with respect to a Bank,
         the aggregate amount of the Commitment (which for this purpose includes
         Loans outstanding thereunder) subject to each such assignment,
         determined as of the date the Assignment and Assumption with respect to
         such assignment is delivered to the Administrative Agent or, if a
         "Trade Date" is specified in the Assignment and Assumption, as of the
         Trade Date, shall not be less than $5,000,000 unless each of the
         Administrative Agent and, so long as no Default or Event of Default has
         occurred and is continuing, Toro otherwise consents (each such consent
         not to be unreasonably withheld or delayed), (ii) each partial
         assignment shall be made as an assignment of a proportionate part of
         all the assigning Bank's rights and obligations under this Agreement
         with respect to the Loans and the Commitment assigned, except that this
         clause (ii) shall not apply to rights in respect of Swing Loans and
         (iii) the parties to each assignment shall execute and deliver to the
         Administrative Agent an Assignment and Assumption, together with a
         processing and recordation fee of $3,500. Subject to acceptance and
         recording thereof by the Administrative Agent pursuant to subsection
         (c) of this Section, from and after the effective date specified in
         each Assignment and Assumption, the Eligible Assignee thereunder shall
         be a party to this Agreement and, to the extent of the interest
         assigned by such Assignment and Assumption, have the rights and
         obligations of a Bank under this Agreement, and the assigning Bank
         thereunder shall, to the extent of the interest assigned by such
         Assignment and Assumption, be released from its obligations under this
         Agreement (and, in the case of an Assignment and Assumption covering
         all of the assigning Bank's rights and obligations under this
         Agreement, such Bank shall cease to be a party hereto but shall
         continue to be entitled to the benefits of Sections 4.1, 4.3, 4.5 and
         12.5 with respect to facts and circumstances occurring prior to the
         effective date of such assignment). Upon request, the Companies shall
         execute and deliver new or replacement Notes to the assigning Bank and
         the assignee Bank. Any assignment or transfer by a Bank of rights or
         obligations under this Agreement that does not comply with this
         subsection shall be treated for purposes of this Agreement as a sale by
         such Bank of a participation in such rights and obligations in
         accordance with subsection (d) of this Section.

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<PAGE>

                  (c)      The Administrative Agent, acting solely for this
         purpose as an agent of the Companies, shall maintain at the
         Administrative Agent's Office a copy of each Assignment and Assumption
         delivered to it and a register for the recordation of the names and
         addresses of the Banks, and the Commitments of, and principal amounts
         of the Loans, Swing Loans and L/C Obligations owing to, and
         participations in L/C Obligations and Swing Loans of, each Bank
         pursuant to the terms hereof from time to time (the "Register"). The
         entries in the Register shall be conclusive, and the Companies, the
         Administrative Agent and the Banks may treat each Person whose name is
         recorded in the Register pursuant to the terms hereof as a Bank
         hereunder for all purposes of this Agreement, notwithstanding notice to
         the contrary. The Register shall be available for inspection by any
         Company and any Bank, at any reasonable time and from time to time upon
         reasonable prior notice.

                  (d)      Any Bank may at any time, without the consent of, or
         notice to, the Companies or the Administrative Agent, sell
         participations to any Person (other than a natural person or the
         Companies or any of the Companies' Affiliates or Subsidiaries (each, a
         "Participant") in all or a portion of such Bank's rights and/or
         obligations under this Agreement (including all or a portion of its
         Commitment and/or the Loans (including such Bank's participations in
         L/C Obligations and/or Swing Loans) owing to it); provided that (i)
         such Bank's obligations under this Agreement shall remain unchanged,
         (ii) such Bank shall remain solely responsible to the other parties
         hereto for the performance of such obligations and (iii) the Companies,
         the Administrative Agent and the other Banks shall continue to deal
         solely and directly with such Bank in connection with such Bank's
         rights and obligations under this Agreement. Any agreement or
         instrument pursuant to which a Bank sells such a participation shall
         provide that such Bank shall retain the sole right to enforce this
         Agreement and to approve any amendment, modification or waiver of any
         provision of this Agreement; provided that such agreement or instrument
         may provide that such Bank will not, without the consent of the
         Participant, agree to any amendment, waiver or other modification that
         would (i) postpone any date upon which any payment of money is
         scheduled to be paid to such Participant or (ii) reduce the principal,
         interest, fees or other amounts payable to such Participant. Subject to
         subsection (e) of this Section, the Companies agree that each
         Participant shall be entitled to the benefits of Sections 4.1, 4.3, and
         4.5 to the same extent as if it were a Bank and had acquired its
         interest by assignment pursuant to subsection (b) of this Section. To
         the extent permitted by law, each Participant also shall be entitled to
         the benefits of Section 12.9 as though it were a Bank, provided such
         Participant agrees to be subject to Section 2.14 as though it were a
         Bank.

                  (e)      A Participant shall not be entitled to receive any
         greater payment under Section 4.1 or 4.3 than the applicable Bank would
         have been entitled to receive with respect to the participation sold to
         such Participant, unless the sale of the participation to such
         Participant is made with the Companies' prior written consent. A
         Participant that would be a foreign corporation, partnership or trust
         under Section 10.11 if it were a Bank shall not be entitled to the
         benefits of Section 4.1 unless the Companies are notified of the
         participation sold to such Participant and such Participant agrees, for
         the benefit of the Companies, to comply with Section 10.11 as though it
         were a Bank.

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

                  (g)      Notwithstanding anything to the contrary contained
         herein, any Bank that is a Fund that invests in bank loans may create a
         security interest in all or any portion of the advances owing to it and
         the Note or Notes held by it to the trustee for holders of obligations
         owed, or securities issued, by such Fund as security for such
         obligations or securities, provided that unless and until such trustee
         actually becomes a Bank in compliance with the other provisions of this
         Section 12.7, (i) no such pledge shall release the pledging Bank from
         any of its obligations under the Loan Documents and (ii) such trustee
         shall not be entitled to exercise any of the rights of a Bank under the
         Loan Documents even though such trustee may have acquired ownership
         rights with respect to the pledged interest through foreclosure or
         otherwise.

                  (h)      Notwithstanding anything to the contrary contained
         herein, if at any time Bank of America assigns all of its Commitment
         and Loans pursuant to subsection (b) above, Bank of America may, (i)
         upon 30 days' notice to the Companies and the Banks, resign as Issuing
         Bank and/or (ii) upon 30 days' notice to the Companies, resign as Swing
         Line Bank. In the event of any such resignation as Issuing Bank or
         Swing Line Bank, the Companies shall be entitled to appoint from among
         the Banks a successor Issuing Bank or Swing Line Bank hereunder;
         provided, however, that no failure by the Companies to appoint any such
         successor shall affect the resignation of Bank of America as Issuing
         Bank or Swing Line Bank, as the case may be. Bank of America shall
         retain all the rights and obligations of the Issuing Bank hereunder
         with respect to all Letters of Credit outstanding as of the effective
         date of its resignation as Issuing Bank and all L/C Obligations with
         respect thereto (including the right to require the Banks to make Loans
         or fund participations in the manner set forth in Section 3.3). If Bank
         of America resigns as Swing Line Bank, it shall retain all the rights
         of the Swing Line Bank provided for hereunder with respect to Swing
         Loans made by it and outstanding as of the effective date of such
         termination, including the right to require the Banks to make Loans or
         fund participations in outstanding Swing Loans in the manner set forth
         in Section 2.5.

         12.8     Confidentiality. Each Bank agrees to take and to cause its
Affiliates to take normal and reasonable precautions and exercise due care to
maintain the confidentiality of all information furnished by any Company and
provided to it by such Company or any Subsidiary, or by the Administrative Agent
on such Company's or such Subsidiary's behalf, under this Agreement or any other
Loan Document, and neither it nor any of its Affiliates shall use any such
information other than in connection with or in enforcement of this Agreement
and the other Loan Documents or in connection with other business now or
hereafter existing or contemplated with the Companies or any Subsidiary; except
to the extent such information (i) was or becomes generally available to the
public other than as a result of disclosure by the Bank, or (ii) was or becomes
available on a non-confidential basis from a source other than the Companies,
provided that such source is not bound by a confidentiality agreement with the

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<PAGE>

Companies known to the Bank; provided, however, that any Bank may disclose such
information (A) at the request or pursuant to any requirement of any
Governmental Authority to which the Bank is subject or in connection with an
examination of such Bank by any such authority; (B) pursuant to subpoena or
other court process; (C) when required to do so in accordance with the
provisions of any applicable Requirement of Law; (D) to the extent reasonably
required in connection with any litigation or proceeding to which the
Administrative Agent, any Bank or their respective Affiliates may be party; (E)
to the extent reasonably required in connection with the exercise of any remedy
hereunder or under any other Loan Document; (F) to such Bank's independent
auditors and other professional advisors; (G) to any Participant or Eligible
Assignee, actual or potential, provided that such Person agrees in writing to
keep such information confidential to the same extent required of the Banks
hereunder; (H) as to any Bank or its Affiliate, as expressly permitted under the
terms of any other document or agreement regarding confidentiality to which the
Companies or any Subsidiary is party or is deemed party with such Bank or such
Affiliate; (I) to its Affiliates, which shall be subject to the standards set
forth herein and applicable to such Bank; (J) to any nationally recognized
rating agency to the extent it requires access to information about such
financial institution's investment portfolio; and (K) to Loan Pricing Corp. and
any other similar publication service that publishes "Gold Sheets" or tracks
"league tables" for the financial institution market generally as to the fact of
this transaction and the amount of the combined Commitments.

         12.9 Set-off. In addition to any rights and remedies of the Banks
provided by law, if an Event of Default exists or the Loans have been
accelerated, each Bank is authorized at any time and from time to time, without
prior notice to any Company, any such notice being waived by Companies to the
fullest extent permitted by law, to set off and apply any and all deposits
(general or special, time or demand, provisional or final) at any time held by,
and other indebtedness at any time owing by, such Bank to or for the credit or
the account of any Company against any and all Obligations owing to such Bank,
now or hereafter existing, irrespective of whether or not the Administrative
Agent or such Bank shall have made demand under this Agreement or any Loan
Document and although such Obligations may be contingent or unmatured. Each Bank
agrees promptly to notify the Companies and the Administrative Agent after any
such set-off and application made by such Bank; provided, however, that the
failure to give such notice shall not affect the validity of such set-off and
application.

         12.10 Automatic Debits of Principal, Interest Fees. With respect to any
principal, interest, facility fee, arrangement fee, letter of credit fee or
other fee, or any other cost or expense (including Attorney Costs) due and
payable to the Administrative Agent, Bank of America, the Swing Line Bank, the
Issuing Bank or the Arranger under the Loan Documents, the Companies hereby
irrevocably authorize Bank of America to debit any deposit account of any
Company with Bank of America in an amount such that the aggregate amount debited
from all such deposit accounts does not exceed such principal, interest, fee or
other cost or expense. If there are insufficient funds in such deposit accounts
to cover the amount of the fee or other cost or expense then due, such debits
will be reversed (in whole or in part, in Bank of America's sole discretion) and
such amount not debited shall be deemed to be unpaid. No such debit under this
Section shall be deemed a set-off.

         12.11 Notification of Addresses, Lending Offices, Etc. Each Bank shall
notify the Administrative Agent in writing of any changes in the address to
which notices to the Bank

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should be directed, of addresses of any Lending Office, of payment instructions
in respect of all payments to be made to it hereunder and of such other
administrative information as the Administrative Agent shall reasonably request.

         12.12 Counterparts. This Agreement may be executed in any number of
separate counterparts, each of which, when so executed, shall be deemed an
original, and all of said counterparts taken together shall be deemed to
constitute but one and the same instrument. A facsimile signature shall be
deemed a valid signature for all purposes.

         12.13 Severability. The illegality or unenforceability of any provision
of this Agreement or any instrument or agreement required hereunder shall not in
any way affect or impair the legality or enforceability of the remaining
provisions of this Agreement or any instrument or agreement required hereunder.

         12.14 No Third Parties Benefited. This Agreement is made and entered
into for the sole protection and legal benefit of the Companies, the Banks, the
Administrative Agent and the Administrative Agent-Related Persons, and their
permitted successors and assigns, and no other Person shall be a direct or
indirect legal beneficiary of, or have any direct or indirect cause of action or
claim in connection with, this Agreement or any of the other Loan Documents.

         12.15 Governing Laws and Jurisdiction.

               (a)      THIS AGREEMENT AND THE NOTES SHALL BE GOVERNED BY,
         AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF NEW YORK;
         PROVIDED THAT THE ADMINISTRATIVE AGENT, THE ARRANGER AND THE BANKS
         SHALL RETAIN ALL RIGHTS ARISING UNDER FEDERAL LAW.

               (b)      ANY LEGAL ACTION OR PROCEEDING WITH RESPECT TO THIS
         AGREEMENT OR ANY OTHER LOAN DOCUMENT MAY BE BROUGHT IN THE COURTS OF
         THE STATE OF NEW YORK OR OF THE UNITED STATES FOR THE SOUTHERN DISTRICT
         OF NEW YORK, AND BY EXECUTION AND DELIVERY OF THIS AGREEMENT, EACH OF
         THE COMPANIES, THE ADMINISTRATIVE AGENT AND THE BANKS CONSENTS, FOR
         ITSELF AND IN RESPECT OF ITS PROPERTY, TO THE NON-EXCLUSIVE
         JURISDICTION OF THOSE COURTS. EACH OF THE COMPANIES, THE ADMINISTRATIVE
         AGENT, AND THE BANKS IRREVOCABLY WAIVES ANY OBJECTION, INCLUDING ANY
         OBJECTION TO THE LAYING OF VENUE OR BASED ON THE GROUNDS OF FORUM NON
         CONVENIENS, WHICH IT MAY NOW OR HEREAFTER HAVE TO THE BRINGING OF ANY
         ACTION OR PROCEEDING IN SUCH JURISDICTION IN RESPECT OF THIS AGREEMENT
         OR ANY DOCUMENT RELATED HERETO. EACH COMPANY, THE ADMINISTRATIVE AGENT,
         AND THE BANKS EACH WAIVE PERSONAL SERVICE OF ANY SUMMONS, COMPLAINT OR
         OTHER PROCESS, WHICH MAY BE MADE BY ANY OTHER MEANS PERMITTED BY NEW
         YORK LAW.

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         12.16 Waiver of Jury Trial. EACH COMPANY, THE BANKS, THE ARRANGER AND
THE ADMINISTRATIVE AGENT 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, IN ANY ACTION, PROCEEDING OR OTHER LITIGATION OF ANY TYPE BROUGHT BY
ANY OF THE PARTIES AGAINST ANY OTHER PARTY OR ANY ADMINISTRATIVE AGENT-RELATED
PERSON, PARTICIPANT OR ELIGIBLE ASSIGNEE, WHETHER WITH RESPECT TO CONTRACT
CLAIMS, TORT CLAIMS, OR OTHERWISE. THE COMPANIES, THE BANKS, THE ARRANGER AND
THE ADMINISTRATIVE AGENT EACH AGREE THAT ANY SUCH CLAIM OR CAUSE OF ACTION SHALL
BE TRIED BY A COURT TRIAL WITHOUT A JURY. WITHOUT LIMITING THE FOREGOING, THE
PARTIES FURTHER AGREE THAT THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY IS WAIVED
BY OPERATION OF THIS SECTION AS TO ANY ACTION, COUNTERCLAIM OR OTHER PROCEEDING
WHICH SEEKS, IN WHOLE OR IN PART, TO CHALLENGE THE VALIDITY OR ENFORCEABILITY OF
THIS AGREEMENT OR THE OTHER LOAN DOCUMENTS OR ANY PROVISION HEREOF OR THEREOF.
THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR
MODIFICATIONS TO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS.

         12.17 Entire Agreement. This Agreement, together with the other Loan
Documents, embodies the entire agreement and understanding among the Companies,
the Banks, the Arranger and the Administrative Agent, and supersedes all prior
or contemporaneous agreements and understandings of such Persons, verbal or
written, relating to the subject matter hereof and thereof.

         12.18 Liability of the Companies. All obligations of Toro and Credit or
either of them under this Agreement and the other Loan Documents to which they
are a party, shall be joint and several obligations of Toro and Credit, except
only Toro shall be liable for the obligations of the Subsidiary Borrowers under
Article XI hereof. All obligations of the Subsidiary Borrowers 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 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.

         12.19 Judgment Currency. If for the purposes of obtaining judgment in
any court it is necessary to convert a sum due from any of the Companies
hereunder in the currency expressed to be payable herein (the "specified
currency") into another currency, the parties hereto agree, to the fullest
extent that they may effectively do so, that the rate of exchange used shall be
that at which in accordance with normal banking procedures the Administrative
Agent could purchase the specified currency with such other currency at the
Administrative Agent's Payment Office on the Business Day preceding that on
which final, non-appealable judgment is given. The obligations of each of the
Companies in respect of any sum due to any Bank or the Administrative Agent
hereunder shall, notwithstanding any judgment in a currency other than the
specified currency, be discharged only to the extent that on the Business Day
following receipt by such Bank or the Administrative Agent (as the case may be)
of any sum adjudged to be so due

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<PAGE>

in such other currency such Bank or the Administrative Agent (as the case may
be) may in accordance with normal, reasonable banking procedures purchase the
specified currency with such other currency. If the amount of the specified
currency so purchased is less than the sum originally due to such Bank or the
Administrative Agent, as the case may be, in the specified currency, the
Companies agree, to the fullest extent that they may effectively do so, as a
separate obligation and notwithstanding any such judgment, to indemnify such
Bank or the Administrative Agent, as the case may be, against such loss, and if
the amount of the specified currency so purchased exceeds (a) the sum originally
due to any Bank or the Administrative Agent, as the case may be, in the
specified currency and (b) any amounts shared with other Banks as a result of
allocations of such excess as a disproportionate payment to such Bank in
accordance with this Agreement, such Bank or the Administrative Agent, as the
case may be, agrees to remit such excess to the Companies.

         12.20 Interest Rate Limitation. Notwithstanding anything to the
contrary contained in any Loan Document, the interest paid or agreed to be paid
under the Loan Documents shall not exceed the maximum rate of non-usurious
interest permitted by applicable Law (the "Maximum Rate"). If the Administrative
Agent or any Bank shall receive interest in an amount that exceeds the Maximum
Rate, the excess interest shall be applied to the principal of the Loans or, if
it exceeds such unpaid principal, refunded to the Companies. In determining
whether the interest contracted for, charged, or received by the Administrative
Agent or a Bank exceeds the Maximum Rate, such Person may, to the extent
permitted by applicable law, (a) characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b) exclude voluntary
prepayments and the effects thereof, and (c) amortize, prorate, allocate, and
spread in equal or unequal parts the total amount of interest throughout the
contemplated term of the Obligations.

         12.21 Termination of Existing Facilities. In connection with the
delivery of evidence of termination of the Existing Facilities required as a
condition to the effectiveness of this Agreement pursuant to Section 5.1(k),
each of the Lenders, upon delivery of such evidence, in its capacity as a Lender
under the Existing Facilities, waives any notice requirement under the Existing
Facilities with which the Borrower would otherwise be obligated to comply in
order to terminate the Existing Facilities.

                                       87
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
duly executed and delivered by their proper and duly authorized officers as of
the day and year first above written.

                                            TORO CREDIT COMPANY

                                            By: ________________________________

                                            Title: _____________________________

                                            THE TORO COMPANY

                                            By: ________________________________

                                            Title: _____________________________

                                            TORO INTERNATIONAL COMPANY

                                            By: ________________________________

                                            Title: _____________________________

                                            TOVER OVERSEAS B.V.

                                            By: ________________________________

                                            Title: _____________________________

                                            TORO FACTORING COMPANY, N. V.

                                            By: ________________________________

                                            Title: _____________________________

<PAGE>

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

                                            By: ________________________________

                                            Title: _____________________________

                                            WELLS FARGO BANK, NATIONAL
                                            ASSOCIATION as a Bank

                                            By: ________________________________

                                            Title: _____________________________

                                            THE BANK OF NEW YORK, as a Bank

                                            By: ________________________________

                                            Title: _____________________________

                                            HARRIS TRUST AND SAVINGS BANK, as a
                                            Bank

                                            By: ________________________________

                                            Title: _____________________________

                                            U.S. BANK NATIONAL ASSOCIATION, as a
                                            Bank

                                            By: ________________________________

                                            Title: _____________________________

<PAGE>

                                            SUNTRUST BANK, as a Bank

                                            By: ________________________________

                                            Title: _____________________________

<PAGE>

                                  SCHEDULE 2.1

                                   COMMITMENTS
                               AND PRO RATA SHARES

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                BANK                           COMMITMENT        PRO RATA SHARE
--------------------------------------------------------------------------------
<S>                                          <C>                 <C>
Bank of America, N.A.                        $  32,200,000           18.4000%
--------------------------------------------------------------------------------
Harris Trust and Savings Bank                $  31,500,000           18.0000%
--------------------------------------------------------------------------------
SunTrust Bank                                $  31,500,000           18.0000%
--------------------------------------------------------------------------------
U.S. Bank National Association               $  31,500,000           18.0000%
--------------------------------------------------------------------------------
Wells Fargo Bank, National Association       $  31,500,000           18.0000%
--------------------------------------------------------------------------------
The Bank of New York                         $  16,800,000            9.6000%
--------------------------------------------------------------------------------
                              TOTAL          $ 175,000,000          100.0000%
--------------------------------------------------------------------------------
</TABLE>

<PAGE>

                                  SCHEDULE 6.5

                                   LITIGATION

None.

<PAGE>

                                  SCHEDULE 6.7

                                  ERISA MATTERS

The following Qualified Plans of the Toro Company are underfunded as of the date
of this Credit Agreement.

         1.       The Toro Company Plymouth Union Employees Pension Plan

                  Eighty-eight (88) individuals participate in this plan. The
         accrued liability in this plan is $977,732 and the actuarial value of
         the assets in the plan is $976,171. Therefore, the plan is underfunded
         by approximately $1,561.

         2.       The Wheel Horse Products, Inc. Employees Retirement Plan

                  Two hundred sixty-four (264) individuals participate in this
         plan. The accrued liability in this plan is $3,912,452 and the
         actuarial value of the assets in the plan is $3,394,503. Therefore, the
         plan is underfunded by approximately $517,949.

The information set forth herein is based on The Toro Company's most recent
actuarial valuation.

<PAGE>

                                  SCHEDULE 6.9

                              PERMITTED LIABILITIES

None.

<PAGE>

                                  SCHEDULE 6.10

                              ENVIRONMENTAL MATTERS

None.

<PAGE>

                                  SCHEDULE 6.13

                       SUBSIDIARIES AND MINORITY INTERESTS

A.       SUBSIDIARIES

1.   Toro Credit Company

2.   Toro Sales Company

3.   Hahn Equipment Co.

4.   Exmark Manufacturing Company Incorporated

         a.       The Holiman Co., Inc.

5.       Toro Foreign Sales Corporation

6.       Toro Purchasing Company

         a.       Toro International Company

7.       Toro Finance Company

         a.       Toro Finance Ltd.

8.       Toro Professionals Equipment Company

9.       MTI Distributing, Inc.

10.      Professional Turf Products, Inc.

11.      Toro LLC

12.      Tover Overseas I C.V. (limited partnership)

         a.       Tover Overseas II C.V. (limited partnership)

                      1.   Toro Factoring Company N.V.

                      2.   Tover Overseas, B.V.

                           a.       Toro Australia Pty. Limited

                           b.       Toro Europe

                           c.       Irritrol Systems Europe, S.r.L.

13.      Toro Warranty Company

14.      Toro Mexico Holdings, LLC

         a.       Toro Company de Mexico S. de R.L. de C.V.

         b.       Toro Servicos, S. de R.L. de C.V.

15.      Red Iron Insurance, Limited

16.      Electronic Industrial Controls, Inc.

<PAGE>

17.      Lawn-Boy Inc. (inactive subsidiary)

18.      ACN 007664315 Pty. Limited (formerly Hardie)

B.    INVESTMENTS

         1.  Investment of $30,000 in Raffles Insurance, Ltd.

         2.  Investment of $1,000,000 (10,000 shares of preferred stock @ $100
             per share) in   Wesco Turf Supply, Inc., an independent distributor

<PAGE>

                                  SCHEDULE 6.14

                                INSURANCE MATTERS

Toro self insures against product liability claims up to a total amount of
$2,000,000 per year.

<PAGE>

                                  SCHEDULE 8.1

                                 PERMITTED LIENS

Bank of America National Trust and Savings Association holds a deed of trust and
security interest covering certain real property and equipment of Toro acquired
with proceeds of issuance of $3,600,000 Industrial Development Revenue Bonds
(Drip In Irrigation Project) issued by the California Statewide Communities
Development Authority to secure letter of credit obligations with respect to
such bonds. Such bonds were initially issued for the benefit of Drip In
Irrigation Company, a California general partnership which was acquired by and
subsequently liquidated into Toro.

The City of Madera California holds a deed of trust and security agreement
covering certain real property and equipment of Toro acquired with proceeds of
$106,000 Economic Development Loan. The balance of the loan is currently
$42,000. Such loan was initially made to Drip In Irrigation Company, a
California general partnership which was acquired by and liquidated into Toro.

In addition Toro has leased a wide variety of equipment under the terms of
leases which it generally believes to be operating leases. To the extent any
such leases were properly characterized capital leases or leases intended for
security, the lessors of such equipment have retained security interests in the
equipment subject to such leases.

<PAGE>

                                  SCHEDULE 12.2

                     OFFSHORE AND DOMESTIC LENDING OFFICES,
                              ADDRESSES FOR NOTICES

THE TORO COMPANY
AND TORO CREDIT COMPANY
c/o The Toro Company
8111 Lyndale
Avenue South Bloomington, MN 55420
Attention: Thomas J. Larson
Telephone: (952) 887-8449
Facsimile: (952) 887-5924

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

Operational Notices:

         Bank of America, N.A.
         Agency Administration Services
         1850 Gateway Blvd.
         Concord, California 94520
         Attention: Rosalia Escosa
         Telephone: (925) 675-8421
         Facsimile: (925) 969-2901

Other Notices:

         Bank of America, N.A.
         231 South LaSalle Street
         9th Floor
         Chicago, IL 60697
         Attention: Gretchen Spoo,
                    Principal
         Telephone: (312) 828-6654
         Facsimile: (312) 987-1276

Offshore Lending Office

         231 South LaSalle Street
         Chicago, Illinois 60697

Domestic Lending Office

         231 South LaSalle Street
         Chicago, Illinois 60697

<PAGE>

Payment Instructions:

         Bank of America, N.A.
         Concord, CA
         ABA No. 111000012
         A/C # 37 50836479
         For account of Credit Services
         Reference: Toro

U.S. BANK NATIONAL ASSOCIATION

Operational Notices:

         U.S. Bank National Association
         601 2nd Avenue South
         MPFP0702
         Minneapolis, MN 55402-4302
         Attention: Karen Johnson
         Telephone: (612) 973-0546
         Facsimile: (612) 973-0825

Other Notices:

         U.S. Bank National Association
         601 Second Avenue South
         MPFP0702
         Minneapolis, MN 55402-4302
         Attention: Elliot J. Jaffee
         Telephone: (612) 973-0548
         Facsimile: (612) 973-0825

Domestic Lending Office

         U.S. Bank National Association
         601 Second Avenue South
         MPFP0702
         Minneapolis, MN 55402-4302

Offshore Lending Office

         U.S. Bank National Association
         601 Second Avenue South
         MPFP0702
         Minneapolis, MN 55402-4302

<PAGE>

Payment Instructions:

         U.S. Bank National Association
         Minneapolis, MN
         ABA No. 091000022
         A/C #30000472160600
         Reference: The Toro Company
         Attention: Karen Johnson

THE BANK OF NEW YORK

Operational Notices:

         The Bank of New York
         One Wall Street
         19th Floor
         New York, NY 10286
         Attention: Millicent Hall
         Telephone: (212) 635-7926
         Facsimile: (212) 635-6687

Other Notices:

         The Bank of New York
         One Wall Street
         19th Floor
         New York, New York 10286
         Attention: Central Division
                    John-Paul Marotta
         Telephone: (212) 635-8204
         Facsimile: (212) 635-1208

Offshore Lending Office:

         The Bank of New York
         101 Barclay Street
         New York, New York 10286

Domestic Lending Office:

         The Bank of New York
         101 Barclay Street
         New York, New York 10286

<PAGE>

Payment Instructions:

         The Bank of New York
         New York, NY
         ABA No. 021000018
         A/C #11156
         Ref: The Toro Company

WELLS FARGO BANK, NATIONAL ASSOCIATION

Operational Notices:

         Wells Fargo Bank, National Association
         A0187-081
         201 Third Street
         San Francisco, CA 94103
         Attention: Ginnie Padgett
         Telephone: (415) 477-5374
         Facsimile: (415) 977-9489

Other Notices:

         Wells Fargo Bank, National Association
         N9305-031
         Sixth Street and Marquette Avenue
         Minneapolis, MN 55479
         Attention: Scott D. Bjelde
         Telephone: (612) 667-6126
         Facsimile: (612) 667-2276

Offshore Lending Office:

         Wells Fargo Bank, National Association
         N9305-031
         Sixth Street and Marquette Avenue
         Minneapolis, MN 55479
         Attention: Scott D. Bjelde
         Telephone: (612) 667-6126
         Facsimile: (612) 667-2276

<PAGE>

Domestic Lending Office:

         Wells Fargo Bank, National Association
         N9305-031
         Sixth Street and Marquette Avenue
         Minneapolis, MN 55479
         Attention: Scott D. Bjelde
         Telephone: (612) 667-6126
         Facsimile: (612) 667-2276

Payment Instructions:

         Wells Fargo Bank
         ABA No. 121-000-248
         Credit Account of : MEMSYN #2712507201
         Reference: The Toro Company
                  Obligor No. 7839500463

HARRIS TRUST AND SAVINGS BANK

Operational Notices:

         Harris Trust and Savings Bank
         111 West Monroe Street
         Chicago, IL 60603
         Attention: Jan Smith, Loan Services Representative
         Telephone (312) 461-3813
         Facsimile (312) 293-5283 or 5884

Other Notices:

         Harris Trust and Savings Bank
         111 West Monroe Street
         Chicago, IL 60603
         Attention: Andrew T. Claar
         Telephone (312) 461-3271
         Facsimile (312) 293-5040

Offshore Lending Office:

         Harris Trust and Savings Bank
         111 West Monroe Street
         Chicago, IL 60603

<PAGE>

Domestic Lending Office:

         Harris Trust and Savings Bank
         111 West Monroe Street
         Chicago, IL 60603

Payment Instructions:

         Harris Bank
         Chicago, IL
         ABA No. 071-000-288
         A/C #109-215-4
         Reference: Toro Company
         Attention: Loan Accounting

SUNTRUST BANK

Operational Notices:

         SunTrust Bank
         303 Peachtree Street NE, 10th Floor
         Mail Code 1941
         Atlanta, GA 30308
         Attention: Michael Zeiss
         Telephone: (404) 588-8481
         Facsimile: (404) 575-2370

Other Notices:

         SunTrust Bank
         401 North Michigan Avenue
         Suite 1200
         Chicago, Illinois 60611
         Attention: Molly J. Drennan
         Telephone (312) 840-7982
         Facsimile (312) 840-7983

Offshore Lending Office:

         SunTrust Bank
         303 Peachtree Street, N.E., 10th Floor
         Mail Code 1928
         Atlanta, GA 30308
         Attention: Darren Beck

<PAGE>

Domestic Lending Office:

         SunTrust Bank
         303 Peachtree Street, N.E., 10th Floor
         Mail Code 1928
         Atlanta, GA 30308
         Attention: Darren Beck

Payment Instructions:

         SunTrust Bank
         ABA No. 061000104
         Account Name: Wire Clearing
         A/C #9088000112
         Reference: Toro Company
         Attention: Isabelle Trenetham (Corporate Banking Operation)

<PAGE>

                                   EXHIBIT A-1

                           FORM OF NOTICE OF BORROWING

                                                                  _________200__

Bank of America, N.A.
as Administrative Agent
1850 Gateway Blvd.
Concord, CA 94520
Attention: Agency Administrative Services

Ladies and Gentlemen:

         Reference is made to the Multi-Year Credit Agreement dated as of
February 22, 2002 (as amended from time to time, the "Credit Agreement"), by and
among THE TORO COMPANY, THE SUBSIDIARY BORROWERS, AND TORO CREDIT COMPANY, the
Banks party thereto, and BANK OF AMERICA, N.A., as Administrative Agent for the
Banks (the "Administrative Agent"). Capitalized terms used herein have the
meanings specified in the Credit Agreement.

         This is a Notice of Borrowing for Loans to be made to [Name of Company]
pursuant to Section 2.3 of the Credit Agreement as follows:

                  (i)      The Borrowing Date of the proposed Borrowing is
         __________, 200__.

                  (ii)     The aggregate amount and proposed currency of the
         proposed Borrowing is $__________.

                  (iii)    The proposed Borrowing to be made pursuant to Section
         2.3 shall be a [Offshore] [Base] Rate Loan.

                  [(iv)    The Interest Period for such Offshore Rate Loan shall
         be ____ [days][months].]

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:

         the representations and warranties contained in Article VI of the
Credit Agreement are true and correct as though made on the date hereof (except
to the extent such representations and warranties relate to an earlier date, in
which case they are true and correct as of such date); and no Default or Event
of Default has occurred and is continuing, or would result from such proposed
Borrowing.

<PAGE>

                                            THE TORO COMPANY

                                            By: ________________________________

                                            Title: _____________________________

<PAGE>

                                   EXHIBIT A-2

                   FORM OF NOTICE OF BORROWING FOR SWING LOANS

                                                                   ________200__

Bank of America, N.A.
as Administrative Agent
1850 Gateway Blvd.
Concord, CA 94520
Attention:  Agency Administrative Services

Ladies and Gentlemen:

Reference is made to the Multi-Year Credit Agreement dated as of February 22,
2002 (as amended from time to time, the "Credit Agreement"), by and among THE
TORO COMPANY, THE SUBSIDIARY BORROWERS AND TORO CREDIT COMPANY, the Banks party
thereto, and BANK OF AMERICA, N.A., as Administrative Agent for the Banks (the
"Administrative Agent"). Capitalized terms used herein have the meanings
specified in the Credit Agreement.

         This is a Notice of Borrowing for Loans pursuant to Section 2.5 of the
Credit Agreement as follows:

                  (i)      The Borrowing Date of the proposed borrowing is
         __________, 200__.

                  (ii)     The aggregate amount of the proposed borrowing is
         $__________.

                  (iii)    The Quoted Rate is _________________________________.

                  (iv)     The applicable Company is __________________________.

         The undersigned hereby certifies that the following statements are true
on the date hereof, and will be true on the date of the proposed Borrowing,
before and after giving effect thereto and to the application of the proceeds
therefrom:

                  the representations and warranties contained in Article VI of
         the Credit Agreement are true and correct as though made on the date
         hereof (except to the extent such representations and warranties relate
         to an earlier date, in which case they are true and correct as of such
         date); and

<PAGE>

                  no Default or Event of Default has occurred and is continuing,
or would result from such proposed Borrowing.

                                            THE TORO COMPANY

                                            By: ________________________________

                                            Title: _____________________________

<PAGE>

                                    EXHIBIT B

                    FORM OF NOTICE OF CONVERSION/CONTINUATION

                                                               ____________200__

Bank of America, N.A.
as Administrative Agent
1850 Gateway Blvd.
Concord, CA 94520
Attention:  Agency Administrative Services

Ladies and Gentlemen:

         Reference is made to the Multi-Year Credit Agreement dated as of
February 22, 2002 (as amended from time to time, the "Credit Agreement"), by and
among THE TORO COMPANY, THE SUBSIDIARY BORROWERS AND TORO CREDIT COMPANY, the
Banks party thereto, and BANK OF AMERICA, N.A., as Administrative Agent for the
Banks (the "Administrative Agent"). Capitalized terms used herein have the
meanings specified in the Credit Agreement.

         The undersigned hereby gives you notice, irrevocably, pursuant to
Section 2.4 of the Credit Agreement that the undersigned hereby requests to:

convert an aggregate principal amount of $__________ of the outstanding Loans
which are currently Base Rate Loans to an Offshore Rate Loan on __________,
200__. The initial Interest Period for such Offshore Rate Loan is requested to
be a _____ [day][month] period;(1)

convert an aggregate principal amount of $__________ of the outstanding Loans
which are currently Offshore Rate Loans with a current Interest Period ending
__________, 200_, to Base Rate Loans on such date;(2)

continue as Offshore Rate Loans an aggregate principal amount of $__________
(amount and currency) of the Loans which are currently Offshore Rate Loans with
a current Interest Period ending __________ 200__. The succeeding Interest
Period for such Loans is requested to be a _____ month period.(3)

---------------

(1) Use if converting all or a portion of Base Rate Loans to Offshore Rate
Loans.

(2) Use if converting all or a portion of Loans which are Offshore Rate Loans to
Base Rate Loans.

(3) Use if continuing all or a portion of the Loans which are Offshore Rate
Loans.

<PAGE>

         The undersigned hereby certifies that, in the case of any election
hereby to convert Base Rate Loans to Offshore Rate Loans or to continue Offshore
Rate Loans, no Default or Event of Default exists.

                                            THE TORO COMPANY

                                            By: ________________________________

                                            Title: _____________________________

<PAGE>

                                    EXHIBIT C

                         FORM OF COMPLIANCE CERTIFICATE

         This Compliance Certificate is delivered to you pursuant to Section
7.2(a) of the Multi-Year Credit Agreement dated as of February 22, 2002 (as
amended, the "Multi-Year Credit Agreement") and Section 7.2(a) of the 364-Day
Credit Agreement dated as of February 22, 2002 (as amended, the "364-Day Credit
Agreement"), in each case, among The Toro Company ("Toro"), Toro Credit Company
("Credit"), the "Subsidiary Borrowers" (as defined therein), the financial
institutions party thereto (the "Banks") and Bank of America, N.A. in its
capacity as administrative agent for the Banks (the "Agent"). Toro hereby
delivers to each Bank this Compliance Certificate (the "Certificate"), together
with the financial statements being delivered to the Banks for the accounting
period ending __________, 20__. Capitalized terms used herein and not otherwise
defined herein shall have the meanings set forth in the Multi-Year Credit
Agreement and the 364-Day Credit Agreement (collectively, the "Credit
Agreements"). For purposes hereof, section and subsection references herein
relate to sections and subsections, respectively, of the Credit Agreements.

         1.       I am a duly elected, qualified and acting [__________________]
of Toro.

         2.       I have reviewed and am familiar with the contents of this
Certificate. I am providing this certificate solely in my capacity as an officer
of Toro. The matters set forth herein are true to my knowledge, after a review
in reasonable detail, but I express no personal opinion as to any conclusions of
law or other legal matters.

         3.       I have reviewed the terms of the Credit Agreements and have
made, or caused to be made, under my supervision, a review in reasonable detail
of the transactions and condition of Toro and its Subsidiaries taken as a whole
during the accounting period covered by the attached financial statements
("Financial Statements"). Such review did not disclose the existence during or
at the end of the accounting period covered by the attached Financial
Statements, and I have no knowledge of the existence as of the date of this
Certificate, of any condition or event which constitutes an Event of Default or
Default. [except as set forth below:]

         4.       Demonstration of compliance with certain covenants contained
in Article VIII of the Credit Agreements:

                  (a)      Liens (Section 8.1 of the Multi-Year Credit Agreement
and Section 8.1 of the 364-Day Credit Agreement).

                           (i)      The maximum aggregate amount of Indebtedness
                  secured by Liens on the properties of Toro and its
                  Subsidiaries permitted under clauses (a) and (l) under Section
                  8.1 of the Multi-Year Credit Agreement and Section 8.1 of the
                  364-Day Credit Agreement which Indebtedness was outstanding at
                  any time during the period covered by this Certificate:

<PAGE>

                                    Outstanding                     $___________
                                    10% of the consolidated net     $___________
                                    worth of Toro and its
                                    Subsidiaries

                  (b)      Disposition of Assets (Section 8.2 of the Multi-Year
                  Credit Agreement and Section 8.2 of the 364-Day Credit
                  Agreement

                           (i)      Aggregate outstanding unpaid amount of all
                           Receivables sold by any Company pursuant to a
                           Receivables Purchase Facility at any time:

                                    Amount                          $___________

                                    Maximum                         $125,000,000

                           (ii)     Aggregate value received from the sale of
                           properties or assets under clause (f) of Section 8.2
                           of the Multi-Year Credit Agreement and Section 8.2 of
                           the 364-Day Credit Agreement from the inception of
                           the fiscal year or portion thereof covered by the
                           Financial Statements through the end of the period
                           covered by this Certificate:

                                    Aggregate value
                                    for interests under
                                    clause (e)                      $__________

                                    10% of the consolidated total   $__________
                                    assets of Toro and its
                                    Subsidiaries

                  (c)      Loans and Investments (Section 8.4 of the Multi-Year
                  Credit Agreement and Section 8.4 of the 364-Day Credit
                  Agreement).

                           (i)      Aggregate purchase price of any individual
                           Acquisition during the period covered by the
                           Financial Statements:

                                    Amount and identity
                                    of each Acquisition            $_______ and
                                                                    ____________

                                    Maximum amount                  $100,000,000
                                    of each Acquisition

                           (ii)     Aggregate purchase price of all Acquisitions
                           during the period from February 22, 2002 through the
                           end of the period covered by this Certificate:

                                    Amount                          $___________
                                    Maximum                         $200,000,000

<PAGE>

                           (iii)    Investments in Joint Ventures:

                                    Amount                          $___________
                                    10% of the consolidated net     $___________
                                    worth of Toro and its
                                    Subsidiaries

                  (d)      Restricted Payments (Section 8.7 of the Multi-Year
                  Credit Agreement and Section 8.7 of the 364-Day Credit
                  Agreement).

                                    Amount                          $___________
                                    Maximum Amount
                                    Available                       $___________

                  (e)      Minimum Interest Coverage Ratio Section 8.9 of the
                  Multi-Year Credit Agreement and Section 8.9 of the 364-Day
                  Credit Agreement).

                           Interest Coverage Ratio of Toro and its Subsidiaries
                  on a consolidated basis as determined at the end of the period
                  covered by this Certificate for the twelve month period ending
                  on the last day of the period covered by this Certificate:

                                    Actual Ratio                    ____________
                                    Minimum Ratio                   2.0 to 1.0

                  (f)      Maximum Total Indebtedness to Capitalization Ratio
                  (Section 8.10 of Multi-Year Credit Agreement and Section 8.10
                  of the 364-Day Credit Agreement).

                           As determined at the end of the period covered by
this Certificate:

                                    Actual                          ____________
                                    Maximum                         ____________

                  (g)      Toro and Credit Portion of Assets (Section 8.11 of
                  Multi-Year Credit Agreement and Section 8.11 of the 364-Day
                  Credit Agreement).(1)

                           The percentage of total consolidated assets of Toro
                           and its Subsidiaries represented by the total
                           consolidated assets of Toro and Credit, as determined
                           at the end of each fiscal year:

                                    Actual percentage of total              ___%
                                    consolidated assets
                                    Minimum Percentage                       67%

-----------------

(1) Section (g) to be completed only for Certificates delivered at the end of
each fiscal year.

<PAGE>

         I hereby certify, in my capacity as an officer of Toro, that the
information set forth above, to my knowledge, is accurate as of __________,
20__.

Dated:  __________, 20__

                                            THE TORO COMPANY

                                            By: ________________________________

<PAGE>

                                    EXHIBIT D

                            ASSIGNMENT AND ASSUMPTION

This Assignment and Assumption (this "Assignment and Assumption") is dated as of
the Effective Date set forth below and is entered into by and between [Insert
name of Assignor] (the "Assignor") and [Insert name of Assignee] (the
"Assignee"). Capitalized terms used but not defined herein shall have the
meanings given to them in the Credit Agreement identified below (the "Credit
Agreement"), receipt of a copy of which is hereby acknowledged by the Assignee.
The Standard Terms and Conditions set forth in Annex 1 attached hereto are
hereby agreed to and incorporated herein by reference and made a part of this
Assignment and Assumption as if set forth herein in full.

For an agreed consideration, the Assignor hereby irrevocably sells and assigns
to the Assignee, and the Assignee hereby irrevocably purchases and assumes from
the Assignor, subject to and in accordance with the Standard Terms and
Conditions and the Credit Agreement, as of the Effective Date inserted by the
Administrative Agent as contemplated below, the interest in and to all of the
Assignor's rights and obligations under the Credit Agreement and any other
documents or instruments delivered pursuant thereto that represents the amount
and percentage interest identified below of all of the Assignor's outstanding
rights and obligations under the respective facilities identified below
(including, without limitation, Letters of Credit and Swing Loans included in
such facilities and, to the extent permitted to be assigned under applicable
law, all claims (including, without limitation, contract claims, tort claims,
malpractice claims and all other claims at law or in equity, including claims
under any law governing the purchase and sale of securities or governing
indentures pursuant to which securities are issued), suits, causes of action and
any other right of the Assignor against any other Person) (the "Assigned
Interest"). Such sale and assignment is without recourse to the Assignor and,
except as expressly provided in this Assignment and Assumption, without
representation or warranty by the Assignor.

1.       Assignor:         ______________________________

2.       Assignee:         ______________________________ [which is a
                           Bank/Affiliate/Approved Fund of [identify Bank](1)]

3.       Company(ies):     ______________________________

4.       Administrative Agent:          Bank of America, N.A., as the
                                        Administrative Agent under the Credit
                                        Agreement

5.       Credit Agreement:          The Multi-Year Credit Agreement, dated as of
                                    February 22, 2002, among The Toro Company,
                                    the Subsidiary Borrowers, and Toro Credit
                                    Company, the Banks parties thereto, and Bank
                                    of America, N.A., as Administrative Agent,
                                    Issuing Bank, and Swing Line Bank

-----------------

(1)  Select as applicable.

<PAGE>

6.       Assigned Interest:

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
      Aggregate Amount of                 Amount of Commitment/Loans          Percentage Assigned of
Commitment/Loans for all Banks*                   Assigned (2)                  Commitment/Loans(5)
-----------------------------------------------------------------------------------------------------------
<S>                                       <C>                                 <C>
$________________                              $________________                  ______________%
-----------------------------------------------------------------------------------------------------------
$________________                              $________________                  ______________%
-----------------------------------------------------------------------------------------------------------
$________________                              $________________                  ______________%
-----------------------------------------------------------------------------------------------------------
</TABLE>

[7.      Trade Date:       __________________] (4)

Effective Date: __________________, 20__ [TO BE INSERTED BY ADMINISTRATIVE AGENT
AND WHICH SHALL BE THE EFFECTIVE DATE OF RECORDATION OF TRANSFER IN THE REGISTER
THEREFOR.]

The terms set forth in this Assignment and Assumption are hereby agreed to:

                                    ASSIGNOR

                                    [NAME OF ASSIGNOR]

                                    By: _____________________________
                                             Title:

                                    ASSIGNEE

                                    [NAME OF ASSIGNEE]

                                    By: _____________________________
                                             Title:

----------------------

(2) Amount to be adjusted by the counterparties to take into account any
payments or prepayments made between the Trade Date and the Effective Date.

(3) Set forth, to at least 9 decimals, as a percentage of the Commitment/Loans
of all Banks thereunder.

(4) To be completed if the Assignor and the Assignee intend that the minimum
assignment amount is to be determined as of the Trade Date.

<PAGE>

[Consented to and] (5) Accepted:

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

By: _________________________________
    Title:

[Consented to:] (6)

[THE TORO COMPANY]

By: _________________________________
    Title:

----------------------

(5) To be added only if the consent of the Administrative Agent, Issuing Bank
and Swing Line Bank is required by the terms of the Credit Agreement.

(6) To be added only if the consent of the Borrower and/or other parties (e.g.
Swing Line Bank, Issuing Bank) is required by the terms of the Credit
Agreement.

<PAGE>

                                            ANNEX 1 TO ASSIGNMENT AND ASSUMPTION

   Multi-Year Credit Agreement, dated as of February 22, 2002, among The Toro
 Company, the Subsidiary Borrowers, and Toro Credit Company, the Banks parties
 thereto, and Bank of America, N.A., as Administrative Agent, Issuing Bank, and
                                Swing Line Bank

                        STANDARD TERMS AND CONDITIONS FOR

                            ASSIGNMENT AND ASSUMPTION

                  1.       Representations and Warranties.

                  1.1.     Assignor. The Assignor (a) represents and warrants
that (i) it is the legal and beneficial owner of the Assigned Interest, (ii) the
Assigned Interest is free and clear of any lien, encumbrance or other adverse
claim and (iii) it has full power and authority, and has taken all action
necessary, to execute and deliver this Assignment and Assumption and to
consummate the transactions contemplated hereby; and (b) assumes no
responsibility with respect to (i) any statements, warranties or representations
made in or in connection with the Credit Agreement or any other Loan Document,
(ii) the execution, legality, validity, enforceability, genuineness, sufficiency
or value of the Loan Documents or any collateral thereunder, (iii) the financial
condition of the Companies, any of their Subsidiaries or Affiliates or any other
Person obligated in respect of any Loan Document or (iv) the performance or
observance by the Companies, any of their Subsidiaries or Affiliates or any
other Person of any of their respective obligations under any Loan Document.

                  1.2.     Assignee. The Assignee (a) represents and warrants
that (i) it has full power and authority, and has taken all action necessary, to
execute and deliver this Assignment and Assumption and to consummate the
transactions contemplated hereby and to become a Bank under the Credit
Agreement, (ii) it meets all requirements of an Eligible Assignee under the
Credit Agreement (subject to receipt of such consents as may be required under
the Credit Agreement), (iii) from and after the Effective Date, it shall be
bound by the provisions of the Credit Agreement as a Bank thereunder and, to the
extent of the Assigned Interest, shall have the obligations of a Bank
thereunder, (iv) it has received a copy of the Credit Agreement, together with
copies of the most recent financial statements delivered pursuant to Section 7.1
thereof, as applicable, and such other documents and information as it has
deemed appropriate to make its own credit analysis and decision to enter into
this Assignment and Assumption and to purchase the Assigned Interest on the
basis of which it has made such analysis and decision independently and without
reliance on the Administrative Agent or any other Bank, and (v) if it is a
foreign corporation, partnership or trust under Section 10.11 of the Credit
Agreement, attached hereto is any documentation required to be delivered by it
pursuant to the terms of the Credit Agreement, duly completed and executed by
the Assignee; and (b) agrees that (i) it will, independently and without
reliance on the Administrative Agent, the Assignor or any other Bank, and based
on such documents and information as it shall deem appropriate at the time,
continue to make its own credit decisions in taking or not taking action under
the Loan Documents, and (ii) it will perform in accordance with their terms all
of the obligations which by the terms of the Loan Documents are required to be
performed by it as a Bank.

<PAGE>

                  1.3      Assignee's Address for Notices, etc. Attached hereto
as Schedule 1 is all contact information, address, account and other
administrative information relating to the Assignee.

                  2.       Payments. From and after the Effective Date, the
Administrative Agent shall make all payments in respect of the Assigned interest
(including payments of principal, interest, fees and other amounts) to the
Assignee whether such amounts have accrued prior to or on or after the Effective
Date. The Assignor and the Assignee shall make all appropriate adjustments in
payments by the Administrative Agent for periods prior to the Effective Date or
with respect to the making of this assignment directly between themselves.

                  3.       General Provisions. This Assignment and Assumption
shall be binding upon, and inure to the benefit of, the parties hereto and their
respective successors and assigns. This Assignment and Assumption may be
executed in any number of counterparts, which together shall constitute one
instrument. Delivery of an executed counterpart of a signature page of this
Assignment and Assumption by telecopy shall be effective as delivery of a
manually executed counterpart of this Assignment and Assumption. This Assignment
and Assumption shall be governed by, and construed in accordance with, the law
of the State of New York.

<PAGE>

                                         SCHEDULE 1 TO ASSIGNMENT AND ASSUMPTION

                                         ADMINISTRATIVE DETAILS

   (Assignee to list names of credit contacts, addresses, phone and facsimile
    numbers, electronic mail addresses and account and payment information)

<PAGE>

                                   EXHIBIT E-1

                   FORM OF REVOLVING NOTE FOR TORO AND CREDIT

                                                       Dated:  February 22, 2002

         FOR VALUE RECEIVED, the undersigned, THE TORO COMPANY ("Toro"), a
Delaware corporation, and TORO CREDIT COMPANY ("Credit"), a Minnesota
corporation (Toro and Credit collectively referred to herein as the
"Companies"), jointly and severally hereby promise to pay to the order of
___________________ (the "Bank") for the account of its Applicable Lending
Office (as defined in the Credit Agreement referred to below) the principal
amount of each Loan (as defined in the Credit Agreement referred to below) made
by the Bank to the Companies pursuant to the Credit Agreement (as defined below)
when required by the Credit Agreement and in full on the Revolving Termination
Date (as defined in the Credit Agreement).

         The Companies, jointly and severally, promise to pay interest on the
unpaid principal amount of each Loan made to any of them from the date of such
Loan until such principal amount is paid in full, at such interest rates, and
payable at such times, as are specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Bank of America, N.A., as Administrative Agent, 1850
Gateway Boulevard, Concord, California 94520, in same day funds and in Dollars
and/or the applicable Optional Currency as provided in the Credit Agreement.
Each Loan made by the Bank to the Companies and the maturity thereof, the
currency in which such Loan is made, and all payments made on account of
principal thereof, shall be recorded by the Bank and, prior to any transfer
hereof, endorsed on the grid attached hereto which is part of this Revolving
Note.

         This Revolving Note is one of the Notes referred to in, and is entitled
to the benefits of, the Multi-Year Credit Agreement dated as of February 22,
2002 (as amended, the "Credit Agreement") among the Companies, the Subsidiary
Borrowers (as defined in the Credit Agreement), the Bank and certain other banks
parties thereto, and Bank of America, N.A., as Administrative Agent for the Bank
and such other banks. The Credit Agreement, among other things, (i) provides for
the making of Loans by the Bank to the Companies and the Subsidiary Borrowers
from time to time in an aggregate amount not to exceed at any time outstanding
the Bank's Commitment, the indebtedness of the Companies resulting from each
such Loan made to the Companies being evidenced by this Revolving Note, and (ii)
contains provisions for acceleration of the maturity hereof upon the happening
of certain stated events and also for prepayments on account of principal hereof
prior to the maturity hereof upon the terms and conditions therein specified.

                            [Signature page follows.]

<PAGE>

         IN WITNESS WHEREOF, the Companies have caused this Revolving Note to be
made, executed and delivered by their duly authorized representative as of the
date and year first above written, all pursuant to authority duly granted.

                                            THE TORO COMPANY

                                            By:_________________________________

                                            Title:______________________________

                                            TORO CREDIT COMPANY

                                            By:_________________________________

                                            Title:______________________________

<PAGE>

                                   EXHIBIT E-2

               FORM OF REVOLVING NOTE FOR EACH SUBSIDIARY BORROWER

                                                       Dated:  February 22, 2002

         FOR VALUE RECEIVED, the undersigned, [SUBSIDIARY BORROWER] a
[Minnesota] corporation (the "Company"), hereby promises to pay to the order of
__________________ (the "Bank") for the account of its Applicable Lending Office
(as defined in the Credit Agreement referred to below) the principal amount of
each Loan (as defined in the Credit Agreement referred to below) made by the
Bank to the Company pursuant to the Credit Agreement (as defined below) when
required by the Credit Agreement and in full on the Revolving Termination Date
(as defined in the Credit Agreement).

         The Company promises to pay interest on the unpaid principal amount of
each Loan made to it by the Bank from the date of such Loan until such principal
amount is paid in full, at such interest rates, and payable at such times, as
are specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Bank of America, N.A., as Administrative Agent, 1850
Gateway Boulevard, Concord, California 94520, in same day funds and in Dollars
and/or the applicable Optional Currency as provided in the Credit Agreement.
Each Loan made by the Bank to the Company and the maturity thereof, the currency
in which such Loan is made, and all payments made on account of principal
thereof, shall be recorded by the Bank and, prior to any transfer hereof,
endorsed on the grid attached hereto which is part of this Revolving Note.

         This Revolving Note is one of the Notes referred to in, and is entitled
to the benefits of, the Multi-Year Credit Agreement dated as of February 22,
2002 (as amended, the "Credit Agreement") among the Company, The Toro Company,
Toro Credit Company, other Subsidiary Borrowers named therein (collectively, the
"Other Borrowers"), the Bank and certain other banks parties thereto, and Bank
of America, N.A., as Administrative Agent for the Bank and such other banks. The
Credit Agreement, among other things, (i) provides for the making of Loans by
the Bank to the Company and the Other Borrowers from time to time in an
aggregate amount not to exceed at any time outstanding the Bank's Commitment,
the indebtedness of the Company resulting from each such Loan being evidenced by
this Revolving Note, and (ii) contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events and also for
prepayments on account of principal hereof prior to the maturity hereof upon the
terms and conditions therein specified.

                            [Signature page follows.]

<PAGE>

         IN WITNESS WHEREOF, the Company has caused this Revolving Note to be
made, executed and delivered by its duly authorized representative as of the
date and year first above written, all pursuant to authority duly granted.

                                            [SUBSIDIARY BORROWER]

                                            By:_________________________________

                                            Title:______________________________

<PAGE>

                                   EXHIBIT E-3

                            FORM OF SWING LINE NOTE

                                                       Dated:  February 22, 2002

         FOR VALUE RECEIVED, the undersigned, THE TORO COMPANY ("Toro"), a
Delaware corporation, and TORO CREDIT COMPANY ("Credit"), a Minnesota
corporation (Toro and Credit collectively referred to herein as the
"Companies"), jointly and severally hereby promise to pay to the order of
________________ (the "Swing Line Bank") for the account of its Applicable
Lending Office (as defined in the Credit Agreement referred to below) the
principal amount of each Swing Loan (as defined in the Credit Agreement referred
to below) made by the Swing Line Bank to the Companies pursuant to the Credit
Agreement (as defined below) when required by the Credit Agreement and in full
on the Revolving Termination Date (as defined in the Credit Agreement).

         The Companies, jointly and severally, promise to pay interest on the
unpaid principal amount of each Swing Loan made to any of them from the date of
such Swing Loan until such principal amount is paid in full, at such interest
rates, and payable at such times, as are specified in the Credit Agreement.

         Both principal and interest are payable in lawful money of the United
States of America to Bank of America, N.A., as Administrative Agent, 1850
Gateway Boulevard, Concord, California 94520, for the account of the Swing Line
Bank, in same day funds and in Dollars. Each Swing Loan made by the Swing Line
Bank to the Companies and the maturity thereof, and all payments made on account
of principal thereof, shall be recorded by the Swing Line Bank and, prior to any
transfer hereof, endorsed on the grid attached hereto which is part of this
Swing Line Note.

         This Swing Line Note is one of the Notes referred to in, and is
entitled to the benefits of, the Multi-Year Credit Agreement dated as of
February 22, 2002 (as amended, the "Credit Agreement") among the Companies, the
Subsidiary Borrowers (as defined in the Credit Agreement), the Swing Line Bank
and certain other banks parties thereto, and Bank of America, N.A., as
Administrative Agent for the Swing Line Bank and the other banks. The Credit
Agreement, among other things, (i) provides for the making of Swing Loans by the
Swing Line Bank to the Companies from time to time in an aggregate amount not to
exceed at any time outstanding $20,000,000, the indebtedness of the Companies
resulting from each such Loan made to the Companies being evidenced by this
Swing Line Note, and (ii) contains provisions for acceleration of the maturity
hereof upon the happening of certain stated events and also for prepayments on
account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.

                            [Signature page follows.]

<PAGE>

         IN WITNESS WHEREOF, the Companies have caused this Swing Line Note to
be made, executed and delivered by their duly authorized representative as of
the date and year first above written, all pursuant to authority duly granted.

                                            THE TORO COMPANY

                                            By:_________________________________

                                            Title:______________________________

                                            TORO CREDIT COMPANY

                                            By:_________________________________

                                            Title:______________________________