exhibit10-1.htm


    Exhibit
10.1

    


    


    AMENDMENT
NO. 4 TO CREDIT AGREEMENT

    


    This Amendment No. 4 to Credit
Agreement (this “Amendment”), dated as
of February 29, 2008, is made by and among THE TORO COMPANY, a Delaware
corporation (“Toro”), TORO CREDIT COMPANY, a
Minnesota corporation, TORO MANUFACTURING LLC, a Delaware
limited liability company, EXMARK MANUFACTURING COMPANY INCORPORATED, a
Nebraska corporation, TORO
INTERNATIONAL COMPANY, a Minnesota corporation, TOVER OVERSEAS B.V., a
Netherlands company, and TORO FACTORING COMPANY LIMITED, a
Guernsey, Channel Islands company (all of the foregoing, collectively, the
“Borrowers”),
each lender from time to time party hereto (collectively the “Lenders”), and BANK OF AMERICA, N.A., as
Administrative Agent, Swing Line Lender and L/C Issuer (the “Administrative
Agent”).

    


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

    


    WHEREAS, the Borrowers have requested
that the Administrative Agent and the Required Lenders amend certain provisions
of the Credit Agreement as set forth herein;

    


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

    


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

    


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

    


    (a)                     The
following definition is added to Section 1.01 in the
appropriate alphabetical location therein:

    


    “Fourth Amendment Effective
Date” means February 29, 2008.

    


    (b)                     Section 7.04(d) of
the Credit Agreement is deleted in its entirety and the following is inserted in
lieu thereof:

    


    (d)          Investments
incurred in order to consummate Acquisitions, provided that (i) the
aggregate purchase price payable in cash or cash equivalents (including
assumption of liability and excluding earnouts or other contingent obligations
related to

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    such
Acquisition) in any
such individual Acquisition shall not exceed $200,000,000, and from and after
the Fourth Amendment Effective Date the aggregate purchase price payable in cash
or cash equivalents (including assumption of liability and excluding earnouts or
other contingent obligations related to such Acquisition) for all Acquisitions
undertaken by Toro and its Subsidiaries shall not exceed $400,000,000,
(ii) such Acquisitions are undertaken in accordance with all applicable
Laws; 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;

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


    (c)                     There
has not occurred since October 31, 2007 any event or circumstance that has
resulted or could reasonably be expected to result in a Material Adverse Effect
or a material adverse change in or a material adverse effect upon the business,
assets, liabilities (actual or

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    contingent),
operations, condition (financial or otherwise), or prospects of Toro and its
Subsidiaries taken as a whole; and

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    


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

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    


    IN WITNESS WHEREOF, the
parties hereto have caused this Amendment No. 3 to Credit Agreement to be made,
executed and delivered by their duly authorized officers or representatives as
of the day and year first above written.

     

    
      


      
      

      
        	 	THE
      TORO COMPANY
	 	 
	
                 

              	
                By:  /s/
      Stephen P. Wolfe                                                                                       

              
	 
      	
                Name:  Stephen
      P.
      Wolfe                            
      

              
	 
      	
                Title:  Vice
      President, Finance &
      CFO      

              


      

    

     

     

    
      	 	TORO
      CREDIT COMPANY
	 	 
	
               

            	
              By:  /s/
      Thomas J.
      Larson                         
                                                                       

            
	 
      	
              Name:  Thomas
      J.
      Larson                           

            
	 
      	
              Title:  Secretary
      and
      Treasurer                   

            


    

     

    
       

      
        	 	TORO
      MANUFACTURING COMPANY
	 	 
	
                 

              	
                By:  /s/
      Timothy P.
      Dordell                       
                                                                       

              
	 
      	
                Name:  Timothy
      P.
      Dordell                         

              
	 
      	
                Title:  Vice
      President &
      Secretary             

              


      
                                     

     

    
      
        	 	EXMARK
      MANUFACTURING COMPANY
	 	 INCORPORATED
	 	 
	
                 

              	
                By:  /s/
      Thomas J.
      Larson                                                                                          

              
	 
      	
                Name:  Thomas
      J.
      Larson                           

              
	 
      	
                Title:  Treasurer                                             

              


      

       

       

      
        	 	TORO
      INTERNATIONAL COMPANY
	 	 
	
                 

              	
                By:  /s/
      Stephen P.
      Wolfe                                                                                            

              
	 
      	
                Name:  Stephen
      P.
      Wolfe                             

              
	 
      	
                Title:  Vice
      President &
      Treasurer              

              


      
                                                                             

                                                                                                                                                     

    
      
        
        

      

      
        
        

      

      
        
        

      

    

     

     

    
      	 	TOVER
      OVERSEAS B.V.
	 	 
	
               

            	
              By:  /s/
      Stacy
      Bogart                                                                                                   

            
	 
      	
              Name:  Stacy
      Bogart                                     

            
	 
      	
              Title:  Managing
      Director                             

            


    

     

     

    
      	 	TORO
      FACTORING COMPANY LIMITED
	 	 
	
               

            	
              By:  /s/
      Stacy
      Bogart                                                                                                    

            
	 
      	
              Name:  Stacy
      Bogart                                     

            
	 
      	
              Title:  Managing
      Director                             

            


       

    

     

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

       

      
         

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

                	
                  By:  /s/
      Charlene
      Wright-Jones                                                                               

                
	 
      	
                  Name:  Charlene
      Wright-Jones                   

                
	 
      	
                  Title:  Assistant
      Vice
      President                    

                


        

      

    

                                                                

                                                                                                                                                   

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

     

    
      
         

        
          	 	BANK OF AMERICA,
      N.A., as
      a Lender, L/C
	 	Issuer
      and Swing Line Lender
	 	 
	
                   

                	
                  By:  /s/
      Charles R.
      Dickerson                                                                                 

                
	 
      	
                  Name:  Charles
      R.
      Dickerson                       

                
	 
      	
                  Title:  Managing
      Director                              

                


        

      

       

                                                                                                                                                   

    

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    
      
         

         

        
          	 	SUNTRUST BANK, as
      a Lender and a Co-
	 	Syndication
      Agent
	 	 
	
                   

                	
                  By:  /s/
      Robert
      Maddox                                                                                          

                
	 
      	
                  Name:  Robert
      Maddox                                  

                
	 
      	
                  Title:  Director                                                 

                


        

      

    

     

                                                                                                                                

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

       

       

      
        
          	 	U.S. BANK NATIONAL
      ASSOCIATION, as
      a
	 	Lender
      and a Co-Syndication Agent
	 	 
	
                   

                	
                  By:  /s/
      Michael J.
      Staloch                                                                                     

                
	 
      	
                  Name:  Michael
      J.
      Staloch                              

                
	 
      	
                  Title:  Senior
      Vice
      President                          

                


        

      

                                                                                                                                                     

    

                                                                                                                                           

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

       

       

      
        	 	BMO
      CAPITAL MARKETS FINANCING,
	 	INC.,
      as a Lender and a Co-Documentation Agent
	 	 
	
                 

              	
                By:  /s/
      James J.
      Lent                                                                                               

              
	 
      	
                Name:  James
      J.
      Lent                                       

              
	 
      	
                Title:  Vice
      President                                       

              


      

    

                                                                                              

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

       

       

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

              	
                By:  /s/
      Ted
      Hanson                                   
                                                               

              
	 
      	
                Name:  Ted
      Hanson                                      
        

              
	 
      	
                Title:  Assistant
      Vice
      President                 
         

              


                                                                                                                                         

      

    

                                                                                                                                                               

    
      
        
        

      

      
        
        

        
        

      

      
        
        

      

    

    
       

       

      
        	 	THE BANK OF NEW
      YORK, as
      a Lender
	 	 
	
                 

              	
                By:  /s/
      John T.
      Smathers                         
         
                                                          

              
	 
      	
                Name:  John
      T.
      Smathers                               

              
	 
      	
                Title:  Vice
      President