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AMENDMENT NO. 3 TO MULTI-YEAR CREDIT AGREEMENT



     This Amendment No. 3 to Multi- Year Credit Agreement (this “Agreement
”) dated as of March 10, 2004 is made by and among THE TORO COMPANY, a Delaware
corporation (“Toro”), the SUBSIDIARY BORROWERS (as defined in the Credit
Agreement, defined below), TORO CREDIT COMPANY, a Minnesota corporation
(“Credit” and together with Toro and the Subsidiary Borrowers, the “Companies”),
BANK OF AMERICA, N.A., in its capacity as administrative agent (in such
capacity, the “Agent”) and each of the Banks (as defined in the Credit
Agreement, defined below) signatory hereto.



WITNESSETH:



     WHEREAS, the Companies, the Agent and the Banks have entered into that
certain Multi-Year Credit Agreement dated as of February 22, 2002, as amended by
that certain Amendment No. 1 to Multi-Year Credit Agreement dated December 11,
2002 and by that certain Amendment No. 2 to Multi- Year Credit Agreement dated
July 9, 2003 (as hereby further amended and as from time to time hereafter
further amended, modified, supplemented, restated, or amended and restated, the
“Credit Agreement ”; the capitalized terms as used in this Agreement not
otherwise defined herein shall have the respective meanings given thereto in the
Credit Agreement), pursuant to which the Banks have made available to the
Companies a revolving credit facility (including a letter of credit facility and
a swing line facility); and



     WHEREAS, the Companies have requested that the Credit Agreement be
amended to permit additional repurchases of Toro stock, and the Agent and the
Banks have agreed so to amend the Credit Agreement on the terms and conditions
set forth herein;



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



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




(a) Section 7.10 of the Credit Agreement is hereby amended by deleting
the text of such provision in its entirety and substituting in lieu
thereof the following:




“ Section 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, (c) subject to the proviso below, the
purchase or other acquisition by Toro of shares of its capital stock
and related preferred stock purchase rights to the extent permitted by
Section 8.7(c), and (d) 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; provided, however, that notwithstanding clauses
(ii) through (v) above, Toro may use proceeds of Loans as described in
clause (c) above so long as either (x) the Margin Stock so acquired is
promptly retired following the purchase or other acquisition thereof or
(y) at all times and after giving effect to each such purchase or
acquisition, not more than twenty five percent (25%) of the total
assets of the Companies and their Subsidiaries on a consolidated basis
are represented by Margin Stock owned by the Companies and their
Subsidiaries on a consolidated basis.”;




(b) Section 8.4 of the Credit Agreement is hereby amended by (i)
deleting “and” at the end of clause (f) thereof, (ii) deleting “.” at
the end of clause (g) thereof and substituting in lieu thereof “; and”,
and (iii) adding the following new clause (h):




     “(h) Purchases by Toro of shares of its capital stock and associated
rights to purchase shares of Toro’s preferred stock pursuant to Toro’s
shareholder rights plan to the extent permitted by Sections 7.10 and 8.7(c).”




(c) Section 8.7 of the Credit Agreement is hereby amended by deleting
clause (c) therefrom and inserting the following in lieu thereof the
following new clause (c):




     “(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 (A) 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,
plus (B) to the extent utilized solely to purchase, redeem or otherwise
acquire shares of its capital stock and associated rights to purchase
shares of Toro’s preferred stock pursuant to Toro’s shareholder rights
plan, an additional $175,000,000; provided, that, immediately after
giving effect to any such proposed action, no Default or Event of
Default would exist; and”




(d) Section 4(d) of Exhibit C, the Form of Compliance Certificate, is amended by (i)
amending the line denoted “Amount        $            ” to read




“Total Amount          $            ”, and




(ii) amending the line immediately below the line decscribed in clause
(i) to read as follows:




“Amount utilized for repurchases of Toro stock          $            ”.



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




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



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




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




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



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



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




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




     (b) There does not exist any pending or threatened action,
suit, investigation or proceeding in any court or before any arbitrator
or Governmental Authority that purports (A) to have a Material Adverse
Effect on 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;




     (c) There has occurred since October 31, 2003, 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; and




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



     5. Entire Agreement. This Agreement, together with all the other 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



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by any party to the other. None of the terms or conditions of this Agreement may
be changed, modified, waived or canceled orally or otherwise, except as
permitted pursuant to Section 12.1 of the Credit Agreement.



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



     7. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original as against any party
whose signature appears thereon, and all of which shall together constitute one
and the same instrument.



     8. Governing Law. This Agreement 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
Agreement be determined to be illegal or unenforceable as to one or more of the
parties hereto, all other provisions nevertheless shall remain effective and
binding on the parties hereto.



     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 Agreement shall be binding upon and
inure to the benefit of the Companies, the Agent and each of the Banks, and
their respective successors, assigns and legal representatives; provided,
however, that no Company, without the prior consent of the Required Banks, may
assign any rights, powers, duties or obligations hereunder.



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



[Signature Pages Follow.]



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



	 	 	 	 
	 	THE TORO COMPANY
	 	 
	 	 
	 	By:

	 	/s/ THOMAS J. LARSON
	 	

	 	
 
	 	Name:

	 	Thomas J. Larson
	 	Title:

	 	Assistant Treasurer
	 	 
	 	 
	 	TORO CREDIT COMPANY
	 	 
	 	 
	 	By:

	 	/s/ THOMAS J. LARSON
	 	

	 	
 
	 	Name:

	 	Thomas J. Larson
	 	Title:

	 	Secretary-Treasurer
	 	 
	 	 
	 	TORO INTERNATIONAL COMPANY
	 	 
	 	 
	 	By:

	 	/s/ STEPHEN P. WOLFE
	 	

	 	
 
	 	Name:

	 	Stephen P. Wolfe
	 	Title:

	 	V.P. and Treasurer
	 	 
	 	 
	 	TOVER OVERSEAS, B.V.
	 	 
	 	 
	 	By:

	 	/s/ ROBERT BUITENDIJK
	 	

	 	
 
	 	Name:

	 	Temmes Management Services BV
	 	Title:

	 	Director
	 	 
	 	 
	 	TORO FACTORING COMPANY LIMITED (formerly
TORO FACTORING COMPANY, N.V.)
	 	 
	 	 
	 	By:

	 	/s/ J. LAWRENCE MCINTYRE
	 	

	 	
 
	 	Name:

	 	J. Lawrence McIntyre
	 	Title:

	 	Managing Director







Signature Page 1 of 9














 




	 	 	 	 	 
	 	TORO MANUFACTURING LLC

 	 
	 	By:  	/s/ STEPHEN P. WOLFE
 	 
	 	 	NAME:     STEPHEN P. WOLFE 	 
	 	 	TITLE:     PRESIDENT 	 
	 


	 	 	 	 	 
	 	EXMARK MANUFACTURING COMPANY

INCORPORATED

 	 
	 	By:  	 /s/ J. LAWRENCE MCINTYRE
 
	 	 	NAME: J. Lawrence McIntyre 	 
	 	 	TITLE: Vice President And Secretary 	 
	 






Signature Page 2 of 9

 









 




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

 	 
	 	BY: /s/
RENITA CUMMINGS
 	 
	 	NAME:  Renita Cummings 	 
	 	TITLE: Assistant Vice President 	 
	 





Signature Page 3 of 9


 









 




	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,

as Issuing Bank, Swing Line Bank and a Bank

 	 
	 	BY: /s/ JEFFREY A. ARMITAGE
 	 
	 	NAME:  Jeffrey A. Armitage 	 
	 	TITLE: Principal 	 
	 





Signature Page 4 of 9


 









 




	 	 	 	 	 
	 	

WELLS FARGO BANK, NATIONAL ASSOCIATION
 as a Bank

	 	BY: /s/ SCOTT D. BJELDE
 	 
	 	NAME:  Scott D. Bjelde 	 
	 	TITLE: Senior Vice President 	 
	 


	 	 	 	 	 
	 	 	 
	 	BY: /s/ JENNIFER D. BARRET
 	 
	 	NAME:  Jennifer D. Barrett 	 
	 	TITLE: Vice President and Loan Team Manager 	 
	 





Signature Page 5 of 9




 









 





	 	 	 	 	 
	 	THE BANK OF NEW YORK, as a Bank

 	 
	 	BY: /s/ JOHN PAUL MAROTTA
 	 
	 	NAME:  John Paul Marotta 	 
	 	TITLE: Vice President 	 
	 





Signature Page 6 of 9



 









 




	 	 	 	 	 
	 	HARRIS TRUST AND SAVINGS BANK, as a Bank

 	 
	 	BY: /s/ ANDREW T. CLAAR
 	 
	 	NAME:  Andrew T. Claar 	 
	 	TITLE: Vice President 	 
	 





Signature Page 7 of 9



 









 




	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION, as a Bank

 	 
	 	BY: /s/ SAM S. PEPPER, JR.
 	 
	 	NAME:  Sam S. Pepper, Jr. 	 
	 	TITLE: Vice President 	 
	 





Signature Page 8 of 9



 









 




	 	 	 	 	 
	 	SUNTRUST BANK, as a Bank

 	 
	 	BY: /s/ MOLLY J. DRENNAN
 	 
	 	NAME:  Molly J. Drennan 	 
	 	TITLE: Director 	 
	 





Signature Page 9 of 9