EXHIBIT 10(p) AMENDMENT NO. 2 TO MULTI-YEAR CREDIT AGREEMENT This Amendment No. 2 to Multi-Year Credit Agreement (this "Agreement") dated as of July 9, 2003 is made by and among THE TORO COMPANY, a Delaware corporation ("Toro"), the SUBSIDIARY...Credit Agreement • September 11th, 2003 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
andRights Agreement • May 27th, 1998 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
AGREEMENT for the sale and purchase of the business and undertaking of Hayter Limited (to be re-named Yost Limited) CONTENTSToro Co • February 10th, 2005 • Lawn & garden tractors & home lawn & gardens equip • England and Wales
LOAN AGREEMENTLoan Agreement • September 11th, 2003 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
PRICING AGREEMENT Goldman, Sachs & Co. BancAmerica Securities, Inc. NationsBanc Capital Markets, Inc. c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004Pricing Agreement • June 27th, 1997 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
------------------------------------------------------------------------------- - THE TORO COMPANY, AS ISSUER TO FIRST TRUST NATIONAL ASSOCIATION, AS TRUSTEE --------------- INDENTURE DATED AS OF JANUARY 31, 1997 ------------------------...Toro Co • June 27th, 1997 • Lawn & garden tractors & home lawn & gardens equip • New York
------------------------------------------------------------------------------- - THE TORO COMPANY, AS ISSUER TO FIRST TRUST NATIONAL ASSOCIATION, AS TRUSTEE --------------- INDENTURE DATED AS OF , 1997 ----------------------------------...Toro Co • January 31st, 1997 • Lawn & garden tractors & home lawn & gardens equip • New York
THE TORO COMPANY $125,000,000Underwriting Agreement • April 26th, 2007 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
The Notes will be issued pursuant to an indenture, dated as of April 20, 2007 (the “Base Indenture”) between the Company and The Bank of New York Trust Company, N.A. , as trustee, as supplemented by the Supplemental Indenture, to be dated as of April 26, 2007 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), Certain terms of the Notes will be established pursuant to the Supplemental Indenture. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
CREDIT AGREEMENTCredit Agreement • June 19th, 2018 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of June 19, 2018, among THE TORO COMPANY, a Delaware corporation (“Toro”), TORO LUXEMBOURG S.A.R.L. (“Toro Luxembourg”), a Luxembourg limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés de Luxembourg) under registration number B 131.092, certain other Subsidiaries of Toro party hereto pursuant to Section 2.17 (each a “Designated Borrower” and, together with Toro Luxembourg, the “Subsidiary Borrowers” and, together with Toro, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
ContractTerm Loan Credit Agreement • April 28th, 2022 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
STOCK PURCHASE AGREEMENTStock Purchase Agreement • October 17th, 1996 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • California
THE TORO COMPANY EMPLOYMENT AGREEMENT AND COVENANT NOT TO COMPETEEmployment Agreement • November 7th, 1997 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Minnesota
CREDIT AGREEMENT Dated as of October 27, 2014 among THE TORO COMPANY, TORO MANUFACTURING LLC, EXMARK MANUFACTURING COMPANY INCORPORATED, TORO INTERNATIONAL COMPANY, and CERTAIN OTHER SUBSIDIARIES, as Borrowers, BANK OF AMERICA, N.A., as Administrative...Credit Agreement • October 27th, 2014 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
This CREDIT AGREEMENT (“Agreement”) is entered into as of October 27, 2014, among THE TORO COMPANY, a Delaware corporation (“Toro”), TORO MANUFACTURING LLC, a Delaware limited liability company (“Manufacturing”), EXMARK MANUFACTURING COMPANY INCORPORATED, a Nebraska corporation (“Exmark”), TORO INTERNATIONAL COMPANY, a Minnesota corporation (“TIC”), certain other Subsidiaries of Toro party hereto pursuant to Section 2.17 (each a “Designated Borrower” and, together with Manufacturing, Exmark and TIC, the “Subsidiary Borrowers” and, together with Toro, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
100,000,000 3.81% Senior Notes, Series A, due June 15, 2029 $100,000,000 3.91% Senior Notes, Series B, due June 15, 2031Note Purchase Agreement • April 30th, 2019 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 2nd, 2022 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
This AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 5, 2021, among THE TORO COMPANY, a Delaware corporation (“Toro”), TORO LUXEMBOURG S.A.R.L. (“Toro Luxembourg”), a Luxembourg limited liability company (société à responsabilité limitée) incorporated and existing under the laws of the Grand Duchy of Luxembourg, and registered with the Luxembourg trade and companies register (Registre de Commerce et des Sociétés de Luxembourg) under registration number B 131.092, certain other Subsidiaries of Toro that become party hereto pursuant to Section 2.17 (each a “Designated Borrower” and, together with Toro Luxembourg, the “Subsidiary Borrowers” and, together with Toro, the “Borrowers” and each a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
Exhibit 10(j) THE TORO COMPANY CHIEF EXECUTIVE OFFICER SUCCESSION INCENTIVE AWARD AGREEMENT AGREEMENT ("Agreement") dated as of July 31, 1995, as amended July 31, 1997, July 31,1998 and July 18, 2002, by and between The Toro Company, a Delaware...Incentive Award Agreement • September 13th, 2002 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
PERFORMANCE SHARE AWARD AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLANPerformance Share Award Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Agreement (this “Agreement”) dated [ ] (“Grant Date”) between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of a grant to you of a performance share award (this “Performance Share Award”) under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Performance Share Award is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Performance Share Award Acceptance Agreement should you decide to accept this Performance Share Award. All of the terms in this Agreement and the Performance Share Award Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. Except as otherwise indicated, for purposes of this Agreement and the Performance Share Award Acceptance Agreement, any reference to “Employer” shall mean the entity (Toro or any Affiliate or Subsidiary) that employs
NONEMPLOYEE DIRECTOR STOCK OPTION AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLANNonemployee Director Stock Option Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Agreement (this “Agreement”) dated [ ] (“Grant Date”), between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of the grant to you of a nonqualified option (this “Option”) to purchase [ ] shares of common stock, par value $1.00 per share, of Toro (“Shares”) at an exercise price of $[ ] per Share, under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Option is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Nonemployee Director Stock Option Acceptance Agreement should you decide to accept this Option. All of the terms in this Agreement and the Nonemployee Director Stock Option Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan.
ANNUAL PERFORMANCE AWARD AGREEMENT FISCAL [ ] THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLANAnnual Performance Award Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Agreement (this “Agreement”) dated [ ] (“Grant Date”) between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of a grant to you of an annual performance award (this “Annual Performance Award”) under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Annual Performance Award is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Annual Performance Award Acceptance Agreement should you decide to accept this Annual Performance Award. All of the terms in this Agreement and the Annual Performance Award Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. Except as otherwise indicated, for purposes of this Agreement and the Annual Performance Award Acceptance Agreement, any reference to “Employer” shall mean the entity (Toro or any Affiliate or Subsidiary) that
THE TORO COMPANY EMPLOYMENT AGREEMENTToro Company Employment Agreement • September 13th, 1999 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
NONQUALIFIED STOCK OPTION AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLANNonqualified Stock Option Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Agreement (this “Agreement”) dated [ ] (the “Grant Date”), between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of the grant to you of a nonqualified option (this “Option”) to purchase [ ] shares of common stock, par value $1.00 per share, of Toro (“Shares”), at an exercise price of $[ ] per Share, under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Option is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Nonqualified Stock Option Acceptance Agreement should you decide to accept this Option. All of the terms in this Agreement and the Nonqualified Stock Option Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. Except as otherwise indicated, for purposes of this Agreement and the Nonqualified Stock Option Acceptance Agreement, any reference t
RESTRICTED STOCK AWARD AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLANRestricted Stock Award Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Agreement (this “Agreement”) dated [ ] (“Grant Date”), between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of the grant to you of a restricted stock award (this “Restricted Stock Award”) of [ ] shares of common stock, par value $1.00 per share, of Toro (“Award Shares”) under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This Restricted Stock Award is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Restricted Stock Award Acceptance Agreement should you decide to accept this Restricted Stock Award. All of the terms in this Agreement and the Restricted Stock Award Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. Except as otherwise indicated, for purposes of this Agreement and the Restricted Stock Award Acceptance Agreement, any reference to “Emp
RESTRICTED STOCK UNIT AWARD AGREEMENT THE TORO COMPANY AMENDED AND RESTATED 2010 EQUITY AND INCENTIVE PLANRestricted Stock Unit Award Agreement • December 22nd, 2016 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Agreement (this “Agreement”) dated [ ] (“Grant Date”), between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of the grant to you of a restricted stock unit (“RSU”) award (this “RSU Award”) of [ ] shares of common stock, par value $1.00 per share, of Toro (“Award Shares”) under The Toro Company Amended and Restated 2010 Equity and Incentive Plan, as such plan may be amended from time to time (the “Plan”). This RSU Award is subject to all of the terms and conditions set forth in the Plan, this Agreement and the RSU Award Acceptance Agreement should you decide to accept this RSU Award. All of the terms in this Agreement and the RSU Award Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan. For purposes of this Agreement and the RSU Award Acceptance Agreement, any reference to “Employer” shall mean the entity (Toro or any Affiliate or Subsidiary) that employs you.
3.97% Senior Notes due June 30, 2032Note Purchase Agreement • June 30th, 2022 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
THE TORO COMPANY PERFORMANCE SHARE AWARD AGREEMENTToro Company Performance Share Award Agreement • December 21st, 2007 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Agreement is entered into as of by and between (“Employee” or “you”) and The Toro Company, a Delaware corporation (“Toro” or “we”), to set forth the terms and conditions of a Performance Share Award granted to you by the Compensation and Human Resources Committee of the Board of Directors of Toro (the “Committee”) pursuant to The Toro Company Performance Share Plan (the “Plan”).
AGREEMENT TO FORM JOINT VENTUREForm Joint Venture • December 20th, 2023 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
This Agreement To Form Joint Venture (this “Agreement”) is made and entered into as of the 12th day of August, 2009, between The Toro Company, a Delaware corporation (“Toro”), and TCF Inventory Finance, Inc., a Minnesota corporation (“TCFIF”) (collectively, Toro and TCFIF, the “Parties” and individually, a “Party”).
STOCK OPTION AGREEMENTToro Company • September 26th, 2005 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This agreement is entered into as of the first day of November, 2005 by and between The Toro Company, a Delaware corporation (the “Company” or “Toro”), and (the “Director” or “you”), to set forth the terms and conditions of the grant to you under the 2000 Directors Stock Plan (the “Plan”) of a nonqualified stock option to purchase shares of Toro Common Stock, par value $1.00 per share, and related Preferred Share Purchase Rights (the “Common Stock”) at an exercise price of $ per share (the “option”), the fair market value of the Common Stock on November 1, 2005.
CREDIT AND SECURITY AGREEMENT dated as of AUGUST 12, 2009 between RED IRON ACCEPTANCE, LLC and TCF INVENTORY FINANCE, INC.Credit and Security Agreement • December 20th, 2023 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Minnesota
NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto hereby agree as follows:
THE TORO COMPANY CHIEF EXECUTIVE OFFICER INCENTIVE AWARD AGREEMENTThe Toro Company Chief Executive Officer Incentive Award Agreement • September 11th, 1998 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
ANNUAL PERFORMANCE AWARD AGREEMENT (FISCAL [ ]) THE TORO COMPANY 2010 EQUITY AND INCENTIVE PLANAnnual Performance Award Agreement • December 21st, 2011 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Agreement (this “Agreement”) dated [ ] (“Grant Date”) between The Toro Company, a Delaware corporation (“Toro”), and [ ] (“you”) sets forth the terms and conditions of a grant to you of an annual performance award (this “Annual Performance Award”) under The Toro Company 2010 Equity and Incentive Plan, as amended (the “Plan”). This Annual Performance Award is subject to all of the terms and conditions set forth in the Plan, this Agreement and the Annual Performance Award Acceptance Agreement. All of the terms in this Agreement and the Annual Performance Award Acceptance Agreement that begin with a capital letter are either defined in this Agreement or in the Plan.
EMPLOYEE AGREEMENTEmployee Agreement • November 7th, 1997 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REPURCHASE AGREEMENT (Two Step)Repurchase Agreement • March 5th, 2014 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REPURCHASE AGREEMENT (TWO STEP), dated as of December 31, 2013 (this “Amendment”), is entered into by and between THE TORO COMPANY, a Delaware corporation (“Seller”), and RED IRON ACCEPTANCE, LLC, a Delaware limited liability company (“Red Iron”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Repurchase Agreement (as hereinafter defined).
PORTIONS HEREIN IDENTIFIED BY [***] HAVE BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE EXCLUDED INFORMATION IS BOTH (I) NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO THE REGISTRANT IF PUBLICLY DISCLOSED.] FIFTH AMENDMENT TO AGREEMENT TO...Toro Co • December 22nd, 2022 • Lawn & garden tractors & home lawn & gardens equip
THIS FIFTH AMENDMENT TO AGREEMENT TO FORM JOINT VENTURE, is dated and effective as of June 10, 2022 (this “Amendment”), is entered into by and between THE TORO COMPANY, a Delaware corporation (“Toro”), and TCF INVENTORY FINANCE, INC., a Minnesota corporation (“TCFIF”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the JV Agreement (as hereinafter defined).
SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLCLimited Liability Company Agreement • December 20th, 2023 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
THIS SECOND AMENDMENT TO LIMITED LIABILITY COMPANY AGREEMENT OF RED IRON ACCEPTANCE, LLC, dated as of June 6, 2012 (this “Amendment”), is entered into by and between RED IRON HOLDING CORPORATION, a Delaware corporation (“Toro Sub”), and TCFIF JOINT VENTURE I, LLC, a Minnesota limited liability company (“TCFIF Sub”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the LLC Agreement (as hereinafter defined).
ASSET PURCHASE AGREEMENT DATED OCTOBER 27, 2014 BY AND AMONG THE TORO COMPANY, NORTHERN STAR INDUSTRIES, INC., AND ITS SHAREHOLDERS NAMED HEREINAsset Purchase Agreement • October 27th, 2014 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Delaware
This Asset Purchase Agreement (this “Agreement”) is entered into as of October 27, 2014, by and among The Toro Company, a Delaware corporation (“Buyer”), Northern Star Industries, Inc., a Michigan corporation (“Seller”), and each of the shareholders of Seller, all of whom are listed on the signature page hereto (each, a “Seller Shareholder”).
