TORO CO
EX-10.(A)
<DOCUMENT>
<TYPE>EX-10.(A)
<SEQUENCE>2
<FILENAME>exhibit1.htm
<DESCRIPTION>EX-10.(A)
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<P align="right" style="font-size: 10pt"><FONT style="font-size=12pt">&#091;Published CUSIP Number: ____________&#093;</FONT>



<P align="center" style="font-size: 12pt"><B>CREDIT AGREEMENT</B>



<P align="center" style="font-size: 12pt">Dated as of September&nbsp;8, 2004



<P align="center" style="font-size: 12pt">among



<P align="center" style="font-size: 12pt"><B>THE TORO COMPANY,<BR>
TORO CREDIT COMPANY,<BR>
TORO MANUFACTURING LLC,<BR>
EXMARK MANUFACTURING COMPANY INCORPORATED,<BR>
TORO INTERNATIONAL COMPANY,<BR>
TOVER OVERSEAS B.V.,</B><BR>
and<BR>
<B>TORO FACTORING COMPANY LIMITED,</B><BR>
as Borrowers,



<P align="center" style="font-size: 12pt"><B>BANK OF AMERICA, N.A.,</B>



<P align="center" style="font-size: 12pt">as Administrative Agent, Swing Line Lender



<P align="center" style="font-size: 12pt">and



<P align="center" style="font-size: 12pt">L/C Issuer,



<P align="center" style="font-size: 12pt">and



<P align="center" style="font-size: 12pt">The Other Lenders Party Hereto



<P align="center" style="font-size: 12pt"><B>BANC OF AMERICA SECURITIES LLC,</B>



<P align="center" style="font-size: 12pt">as



<P align="center" style="font-size: 12pt">Sole Lead Arranger and Sole Book Manager



<P align="center" style="font-size: 10pt; display: none">1
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt"><B>TABLE OF CONTENTS</B>




<P align="left" style="margin-left:4%; font-size: 12pt"><U>Section</U> <U>Page</U>


<P align="center" style="font-size: 12pt">ARTICLE I.



<P align="center" style="font-size: 12pt">DEFINITIONS AND ACCOUNTING TERMS


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Defined Terms                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">1</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Other Interpretive Provisions                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">23</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Accounting Terms                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">24</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Exchange Rates; Currency Equivalents            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Additional Alternative Currencies               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">26</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Change of Currency                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Times of Day                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">1.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Letter of Credit Amounts                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">27</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE II.



<P align="center" style="font-size: 12pt">THE COMMITMENTS AND CREDIT EXTENSIONS


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Committed Loans                                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Borrowings, Conversions and Continuations of Committed Loans            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">28</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Letters of Credit                                                       <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">30</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Swing Line Loans                                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">38</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Prepayments                                                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">41</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Termination or Reduction of Commitments                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">42</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Repayment of Loans                                                      <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Interest                                                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">43</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Fees                                                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Computation of Interest and Fees                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">44</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.11</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Evidence of Debt                                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.12</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Payments Generally; Administrative Agent&#146;s Clawback                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">45</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.13</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Sharing of Payments by Lenders                                          <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">47</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">2.14</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Increase in Commitments                                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">48</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE III.



<P align="center" style="font-size: 12pt">TAXES, YIELD PROTECTION AND ILLEGALITY


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">3.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Taxes                                                           <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">49</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">3.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Illegality                                                      <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">51</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">3.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Inability to Determine Rates                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">52</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">3.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Increased Costs; Reserves on Eurocurrency Rate Loans            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">52</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">3.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Compensation for Losses                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">54</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">3.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Mitigation Obligations; Replacement of Lenders                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">3.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Survival                                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE IV.



<P align="center" style="font-size: 12pt">CONDITIONS PRECEDENT TO CREDIT EXTENSIONS


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="10%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="38%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">4.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Conditions of Initial Credit Extension            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">55</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">4.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Conditions to all Credit Extensions               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">57</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE V.



<P align="center" style="font-size: 12pt">REPRESENTATIONS AND WARRANTIES


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Existence, Qualification and Power                           <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Authorization; No Contravention                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Governmental Authorization; Other Consents                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Binding Effect                                               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">58</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Financial Statements; No Material Adverse Effect             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Litigation                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">59</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Default                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Ownership of Property; Liens                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Environmental Compliance                                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Insurance                                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.11</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Taxes                                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.12</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">ERISA Compliance                                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">60</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.13</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Subsidiaries; Equity Interests                               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD>5.14</TD>
    <TD>&nbsp;</TD>
    <TD colspan="7" align="left">Margin Regulations; Investment Company Act; Public Utility Holding Company Act61<BR></TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.15</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Copyrights, Patents, Trademarks and Licenses, Etc            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">61</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.16</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Disclosure                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.17</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Compliance with Laws                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">5.18</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Representations as to Foreign Obligors                       <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">62</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE VI.



<P align="center" style="font-size: 12pt">AFFIRMATIVE COVENANTS


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Financial Statements                                        <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">63</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Certificates; Other Information                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">64</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Notices                                                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">65</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="center">&#091;Intentionally Deleted.&#093;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">66</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Preservation of Existence, Etc                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">66</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Maintenance of Properties                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Maintenance of Insurance                                    <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Compliance with Laws and Contractual Obligations            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Books and Records                                           <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Inspection Rights                                           <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">67</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.11</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Use of Proceeds                                             <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">6.12</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Approvals and Authorizations                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE VII.



<P align="center" style="font-size: 12pt">NEGATIVE COVENANTS


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Limitation on Liens                                                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">68</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Disposition of Assets                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">70</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Consolidations and Mergers                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">70</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Loans and Investments                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">71</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Transactions with Affiliates                                            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Contingent Obligations                                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Restricted Payments                                                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Maintenance of Business                                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">72</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Minimum Interest Coverage                                               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Maximum Total Indebtedness to Capitalization                            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.11</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Toro, TCC, Manufacturing and Exmark Portion of Sales Revenue            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.12</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Negative Pledge Clause                                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">7.13</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Burdensome Contractual Obligation                                       <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">73</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE VIII.



<P align="center" style="font-size: 12pt">EVENTS OF DEFAULT AND REMEDIES


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="12%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="37%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">8.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Events of Default                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">74</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">8.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Remedies Upon Event of Default            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">76</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">8.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Application of Funds                      <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">77</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE IX.



<P align="center" style="font-size: 12pt">ADMINISTRATIVE AGENT


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="8%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="39%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Appointment and Authority                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Rights as a Lender                                                <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Exculpatory Provisions                                            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">78</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Reliance by Administrative Agent                                  <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Delegation of Duties                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">79</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Resignation of Administrative Agent                               <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">80</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.07</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Non-Reliance on Administrative Agent and Other Lenders            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">80</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.08</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Other Duties, Etc                                              <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">9.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Administrative Agent May File Proofs of Claim                     <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">81</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE X.



<P align="center" style="font-size: 12pt">GUARANTY


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="7%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="41%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="42%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">The Guaranty                                                                           <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Guaranty Unconditional                                                                 <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">82</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10.03</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances            <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10.04</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Waiver by Toro                                                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">No Subrogation                                                                         <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">10.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Stay of Acceleration                                                                   <BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 12pt">ARTICLE XI.



<P align="center" style="font-size: 12pt">MISCELLANEOUS


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="27%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.01Amendments, Etc</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">83</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">11.02Notices; Effectiveness; Electronic Communication<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">84</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.03No Waiver; Cumulative Remedies</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">11.04Expenses; Indemnity; Damage Waiver<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">86</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.05Payments Set Aside</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">88</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.06Successors and Assigns.</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">88</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">11.07Treatment of Certain Information; Confidentiality<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">91</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.08Right of Setoff</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">92</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.09Interest Rate Limitation</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">92</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">11.10Counterparts; Integration; Effectiveness<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">93</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">11.11Survival of Representations and Warranties<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">93</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.12Severability</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">93</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.13Replacement of Lenders</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">93</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.14Governing Law; Jurisdiction; Etc</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">94</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.15Waiver of Jury Trial</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.16USA PATRIOT Act Notice</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.17Liability of the Borrowers</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">95</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">11.18Judgment Currency</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">96</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">11.19Automatic Debits of Principal, Interest, Fees<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD colspan="5" align="left">11.20Termination of Existing Credit Agreement<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD align="right">97</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">SIGNATURES</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right">S-1</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">2
<!-- PAGEBREAK -->

<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="35%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="27%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="28%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD><DIV style="margin-left:30px; text-indent:-10px">
<FONT style="font-size: 8pt">C664826.21</FONT></DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>SCHEDULES</B><BR>
1.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Mandatory Cost Formulae<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">2.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Commitments and Applicable Percentages<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.05</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Supplement to Interim Financial Statements<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.06</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Litigation<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.09</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Environmental Matters<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.10</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Insurance Matters<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.12</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">ERISA Matters<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">5.13</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Subsidiaries and Other Equity Investments; Equity Interests in Toro<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">7.01</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Existing Liens<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">11.02</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Administrative Agent&#146;s Office; Certain Addresses for Notices<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:10px; text-indent:-10px"><B>EXHIBITS</B><BR>
<B><I>Form of</I></B><BR>
A</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Committed Loan Notice<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">B</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Swing Line Loan Notice<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">C-1</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Note for Toro, TCC, Manufacturing and Exmark<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">C-2</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Note for each Subsidiary Borrower<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">D</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Compliance Certificate<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">E</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Assignment and Assumption<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD><DIV style="margin-left:20px; text-indent:-10px">F</DIV></TD>
    <TD>&nbsp;</TD>
    <TD colspan="3" align="left">Opinion Matters<BR></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>



<P align="center" style="font-size: 10pt; display: none">3
<!-- PAGEBREAK -->

<P align="center" style="font-size: 12pt"><B>CREDIT AGREEMENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">This CREDIT AGREEMENT (&#147;<U>Agreement</U>&#148;) is entered into as of September&nbsp;8, 2004, among <B>THE
TORO COMPANY</B>, a Delaware corporation (&#147;Toro&#148;), <B>TORO CREDIT COMPANY</B>, a Minnesota corporation
(&#147;TCC&#148;)<B>, TORO MANUFACTURING LLC</B>, a Delaware limited liability company (&#147;Manufacturing&#148;), <B>EXMARK
MANUFACTURING COMPANY INCORPORATED</B>, a Nebraska corporation (&#147;Exmark&#148;, together with Toro, TCC, and
Manufacturing sometimes collectively referred to herein as the &#147;Companies&#148;), and <B>TORO INTERNATIONAL
COMPANY</B>, a Minnesota corporation, <B>TOVER OVERSEAS B.V.</B>, a Netherlands company, and <B>TORO FACTORING
COMPANY LIMITED</B>, a Guernsey, Channel Islands company (the &#147;Additional Borrowers&#148;, and together with
the Companies, the &#147;<U>Borrowers</U>&#148; and, each a &#147;<U>Borrower</U>&#148;), each lender from time to
time party hereto (collectively, the &#147;<U>Lenders</U>&#148; and individually, a &#147;<U>Lender</U>&#148;), and
<B>BANK OF AMERICA, N.A., </B>as Administrative Agent, Swing Line Lender and L/C Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Borrowers have requested that the Lenders provide a $175&nbsp;million revolving credit facility
with a letter of credit subfacility and a swing line subfacility, and the Lenders are willing to do
so on the terms and conditions set forth herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">In consideration of the mutual covenants and agreements herein contained, the parties hereto
covenant and agree as follows:


<P align="center" style="font-size: 12pt"><B>ARTICLE I.</B>



<P align="center" style="font-size: 12pt"><B>DEFINITIONS AND ACCOUNTING TERMS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.01 Defined Terms. </B>As used in this Agreement, the following terms shall have the meanings
set forth below:


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Acquisition</U>&#148; means any investment which involves a transaction or series of related
transactions for the purpose of or resulting, directly or indirectly, in (a)&nbsp;the acquisition of all
or substantially all of the assets of a Person, or of any business or division of a Person, (b)&nbsp;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)&nbsp;a merger or
consolidation or any other combination with another Person that is otherwise permitted under this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Administrative Agent</U>&#148; means Bank of America in its capacity as administrative agent
under any of the Loan Documents, or any successor administrative agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Administrative Agent&#146;s Office</U>&#148; means, with respect to any currency, the
Administrative Agent&#146;s address and, as appropriate, account as set forth on <U>Schedule&nbsp;11.02</U>
with respect to such currency, or such other address or account with respect to such currency as
the Administrative Agent may from time to time notify Toro and the Lenders.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Administrative Questionnaire</U>&#148; means an Administrative Questionnaire in a form
supplied by the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Affiliate</U>&#148; means, with respect to any Person, another Person that directly, or
indirectly through one or more intermediaries, Controls or is Controlled by or is under common
Control with the Person specified.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Aggregate Commitments</U>&#148; means the Commitments of all the Lenders.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Agreement</U>&#148; means this Credit Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Alternative Currency</U>&#148; means each of Euro, Sterling, Australian Dollar and each other
currency (other than Dollars) that is approved in accordance with <U>Section&nbsp;1.05</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Alternative Currency Equivalent</U>&#148; means, at any time, with respect to any amount
denominated in Dollars, the equivalent amount thereof in the applicable Alternative Currency as
determined by the Administrative Agent at such time on the basis of the Spot Rate (determined in
respect of the most recent Revaluation Date) for the purchase of such Alternative Currency with
Dollars.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Applicable Percentage</U>&#148; means with respect to any Lender at any time, the percentage
(carried out to the ninth decimal place) of the Aggregate Commitments represented by such Lender&#146;s
Commitment at such time. If the commitment of each Lender to make Loans and the obligation of the
L/C Issuer to make L/C Credit Extensions have been terminated pursuant to <U>Section&nbsp;8.02</U> or
if the Aggregate Commitments have expired, then the Applicable Percentage of each Lender shall be
determined based on the Applicable Percentage of such Lender most recently in effect, giving effect
to any subsequent assignments. The initial Applicable Percentage of each Lender is set forth
opposite the name of such Lender on <U>Schedule&nbsp;2.01</U> or in the Assignment and Assumption
pursuant to which such Lender becomes a party hereto, as applicable.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Applicable Rate</U>&#148; means, from time to time, the following percentages per annum, based
upon the Debt Rating as set forth below:


<P align="center" style="font-size: 12pt"><B>Applicable Rate</B>


<DIV align="center">
<TABLE style="font-size: 12pt" cellspacing="0" border="0" cellpadding="0" width="95%">
<!-- Begin Table Head -->
<TR valign="bottom">
    <TD width="24%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="23%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="6%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="4%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Eurocurrency</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Rate and</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center"><B>Debt Ratings</B></TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3"><B>Letters of</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3">&nbsp;</TD>
</TR>
<TR style="font-size: 12pt" valign="bottom">
    <TD nowrap align="left" style="border-bottom: 1px solid #000000"><B>Pricing Level</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" style="border-bottom: 1px solid #000000"><B>S&#038;P/Moody&#146;s</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Facility Fee</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Credit</B></TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="center" colspan="3" style="border-bottom: 1px solid #000000"><B>Utilization Fee</B></TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">1
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-family: Symbol">&#179;</FONT> BBB&#043;/Baa1
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.125</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.500</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.125</TD>
    <TD nowrap valign="top">%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">2
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">BBB/Baa2
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.150</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.600</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.125</TD>
    <TD nowrap valign="top">%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">3
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">BBB-/Baa3
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.175</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.700</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.125</TD>
    <TD nowrap valign="top">%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">4
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">BB&#043;/Ba1
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.200</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.925</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.125</TD>
    <TD nowrap valign="top">%</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">&nbsp;</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">&nbsp;</TD>
    <TD valign="top">&nbsp;</TD>
</TR>

<TR valign="bottom">
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px">5
</DIV></TD>
    <TD>&nbsp;</TD>
    <TD align="left" valign="top"><FONT style="font-family: Symbol">&#163;</FONT> BB/Ba2
</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.250</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">1.125</TD>
    <TD nowrap valign="top">%</TD>
    <TD>&nbsp;</TD>
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">.125</TD>
    <TD nowrap valign="top">%</TD>
</TR>

<!-- End Table Body -->
</TABLE>
</DIV>




<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">&#147;<U>Debt Rating</U>&#148; means, as of any date of determination, the rating as determined
by either S&#038;P or Moody&#146;s (collectively, the &#147;<U>Debt Ratings</U>&#148;) of Toro&#146;s
non-credit-enhanced, senior unsecured long-term debt; <U>provided</U> that if a Debt Rating
is issued by each of the foregoing rating agencies, then the higher of such Debt Ratings
shall apply (with the Debt Rating for Pricing Level 1 being the highest and the Debt Rating
for Pricing Level 5 being the lowest), unless there is a split in Debt Ratings of more than
one level, in which case the Pricing Level that is one level higher than the Pricing Level
of the lower Debt Rating shall apply.


<P align="left" style="font-size: 12pt">Initially, the Applicable Rate shall be determined based upon the Debt Rating specified in the
certificate delivered pursuant to <U>Section&nbsp;4.01(a)(viii)</U>. Thereafter, each change in the
Applicable Rate 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Applicable Time</U>&#148; means, with respect to any borrowings and payments in any
Alternative Currency, the local time in the place of settlement for such Alternative Currency as
may be determined by the Administrative Agent or the L/C Issuer, as the case may be, to be
necessary for timely settlement on the relevant date in accordance with normal banking procedures
in the place of payment.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Approved Fund</U>&#148; means any Fund that is administered or managed by (a)&nbsp;a Lender, (b)&nbsp;an
Affiliate of a Lender or (c)&nbsp;an entity or an Affiliate of an entity that administers or manages a
Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Arranger</U>&#148; means Banc of America Securities LLC, in its capacity as sole lead arranger
and sole book manager.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Attorney Costs</U>&#148; means and includes all reasonable fees and disbursements of any law
firm or other external counsel.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Assignment and Assumption</U>&#148; means an assignment and assumption entered into by a
Lender and an Eligible Assignee (with the consent of any party whose consent is required by
<U>Section&nbsp;11.06(b)</U>, and accepted by the Administrative Agent, in substantially the form of
<U>Exhibit&nbsp;E</U> or any other form approved by the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Attributable Indebtedness</U>&#148; means, on any date, (a)&nbsp;in respect of any capital lease of
any Person, the capitalized amount thereof that would appear on a balance sheet of such Person
prepared as of such date in accordance with GAAP, and (b)&nbsp;in respect of any Synthetic Lease
Obligation, the capitalized amount of the remaining lease payments under the relevant lease that
would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if
such lease were accounted for as a capital lease.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Audited Financial Statements</U>&#148; means the audited consolidated balance sheet of Toro
and its Subsidiaries for the fiscal year ended October&nbsp;31, 2003, and the related consolidated
statements of income or operations, shareholders&#146; equity and cash flows for such fiscal year of
Toro and its Subsidiaries, including the notes thereto.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Australian Dollar</U>&#148; or &#147;<U>Aus $</U>&#148; means the lawful currency of Australia.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Availability Period</U>&#148; means the period from and including the Closing Date to the
earliest of (a)&nbsp;the Maturity Date, (b)&nbsp;the date of termination of the Aggregate Commitments
pursuant to <U>Section&nbsp;2.06</U>, and (c)&nbsp;the date of termination of the commitment of each Lender
to make Loans and of the obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
<U>Section&nbsp;8.02</U>.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Bank of America</U>&#148; means Bank of America, N.A. and its successors.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Bankruptcy Code</U>&#148; means the Federal Bankruptcy Reform Act of 1978 (11 U.S.C. &#167;101,
<U>et seq</U>.) as amended from time to time.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Base Rate</U>&#148; means for any day a fluctuating rate per annum equal to the higher of (a)
the Federal Funds Rate plus 1/2 of 1% and (b)&nbsp;the rate of interest in effect for such day as
publicly announced from time to time by Bank of America as its &#147;prime rate.&#148; The &#147;prime rate&#148; is a
rate set by Bank of America based upon various factors including Bank of America&#146;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
such 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.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Base Rate Committed Loan</U>&#148; means a Committed Loan that is a Base Rate Loan.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Base Rate Loan</U>&#148; means a Loan that bears interest based on the Base Rate. All Base
Rate Loans shall be denominated in Dollars.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Borrower</U>&#148; and &#147;<U>Borrowers</U>&#148; each has the meaning specified in the introductory
paragraph hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Borrowing</U>&#148; means a Committed Borrowing or a Swing Line Borrowing, as the context may
require.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Business Day</U>&#148; means any day other than a Saturday, Sunday or other day on which
commercial banks are authorized to close under the Laws of, or are in fact closed in, the state
where the Administrative Agent&#146;s Office with respect to Obligations denominated in Dollars is
located and:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Dollars, any fundings, disbursements, settlements and payments in Dollars in
respect of any such Eurocurrency Rate Loan, or any other dealings in Dollars to be carried
out pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means any such
day on which dealings in deposits in Dollars are conducted by and between banks in the
London interbank eurodollar market;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in Euro, any fundings, disbursements, settlements and payments in Euro in
respect of any such Eurocurrency Rate Loan, or any other dealings in Euro to be carried out
pursuant to this Agreement in respect of any such Eurocurrency Rate Loan, means a TARGET
Day;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;if such day relates to any interest rate settings as to a Eurocurrency Rate Loan
denominated in a currency other than Dollars or Euro, means any such day on which dealings
in deposits in the relevant currency are conducted by and between banks in the London or
other applicable offshore interbank market for such currency; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;if such day relates to any fundings, disbursements, settlements and payments in a
currency other than Dollars or Euro in respect of a Eurocurrency Rate Loan denominated in a
currency other than Dollars or Euro, or any other dealings in any currency other than
Dollars or Euro to be carried out pursuant to this Agreement in respect of any such
Eurocurrency Rate Loan (other than any interest rate settings), means any such day on which
banks are open for foreign exchange business in the principal financial center of the
country of such currency.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Cash Collateralize</U>&#148; has the meaning specified in <U>Section&nbsp;2.03(g)</U>, and
derivatives of such term have corresponding meanings.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Change in Law</U>&#148; means the occurrence, after the date of this Agreement, of any of the
following: (a)&nbsp;the adoption or taking effect of any law, rule, regulation or treaty, (b)&nbsp;any change
in any law, rule, regulation or treaty or in the administration, interpretation or application
thereof by any Governmental Authority or (c)&nbsp;the making or issuance of any request, guideline or
directive (whether or not having the force of law) by any Governmental Authority.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Change of Control</U>&#148; means an event or series of events by which (i)&nbsp;any Person or
group within the meaning of Section&nbsp;13(d)(3) of the Exchange Act and the rules and regulations
promulgated thereunder, shall, after the Closing Date, acquire beneficial ownership (within the
meaning of Rule&nbsp;13d-3 of the Exchange 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
&#147;Controlling Person&#148;); or (ii)&nbsp;Toro shall cease to own, directly or indirectly, 100% of all of each
other Company&#146;s issued and outstanding shares of common stock (except for any outstanding
qualifying director shares); or (iii)&nbsp;a majority of the Board of Directors of Toro shall cease for
any reason to consist of (A)&nbsp;individuals who on the Closing Date were serving as directors of Toro
and (B)&nbsp;individuals who subsequently become members of the Board if such individuals&#146; nomination
for election or election to the Board is recommended or approved by a majority of the Board of
Directors of Toro; or (iv)&nbsp;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)&nbsp;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 <U>Section&nbsp;8.01(l)</U> as an agent, bank,
broker, nominee, trustee, or holder of revocable proxies given in response to a solicitation
pursuant to the Exchange 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).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Closing Date</U>&#148; means the first date all the conditions precedent in <U>Section
4.01</U> are satisfied or waived in accordance with <U>Section&nbsp;11.01</U>.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Code</U>&#148; means the Internal Revenue Code of 1986.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Commitment</U>&#148; means, as to each Lender, its obligation to (a)&nbsp;make Committed Loans to
the Borrowers pursuant to <U>Section&nbsp;2.01</U>, (b)&nbsp;purchase participations in L/C Obligations, and
(c)&nbsp;purchase participations in Swing Line Loans, in an aggregate principal amount at any one time
outstanding not to exceed the Dollar amount set forth opposite such Lender&#146;s name on <U>Schedule
2.01</U> or in the Assignment and Assumption pursuant to which such Lender becomes a party hereto,
as applicable, as such amount may be adjusted from time to time in accordance with this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Committed Borrowing</U>&#148; means a borrowing consisting of simultaneous Committed Loans of
the same Type, in the same currency and, in the case of Eurocurrency Rate Loans, having the same
Interest Period made by each of the Lenders pursuant to <U>Section&nbsp;2.01</U>.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Committed Loan</U>&#148; has the meaning specified in <U>Section&nbsp;2.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Committed Loan Notice</U>&#148; means a notice of (a)&nbsp;a Committed Borrowing, (b)&nbsp;a conversion
of Committed Loans from one Type to the other, or (c)&nbsp;a continuation of Eurocurrency Rate Loans,
pursuant to <U>Section&nbsp;2.02(a)</U>, which, if in writing, shall be substantially in the form of
<U>Exhibit&nbsp;A</U>.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Companies</U>&#148; has the meaning specified in the introductory paragraph hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Compliance Certificate</U>&#148; means a certificate substantially in the form of <U>Exhibit
D</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Consolidated EBIT</U>&#148; means, for any period, for Toro and its Subsidiaries on a
consolidated basis, an amount equal to Consolidated Net Income for such period <U>plus</U> the
following to the extent deducted in calculating such Consolidated Net Income: (i)&nbsp;Consolidated
Interest Charges for such period and (ii)&nbsp;the provision for Federal, state, local and foreign
income taxes payable by Toro and its Subsidiaries for such period.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Consolidated Interest Charges</U>&#148; means, for any period, for Toro and its Subsidiaries
on a consolidated basis, the sum of (a)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Consolidated Interest Coverage Ratio</U>&#148; means, as of any date of determination, the
ratio of (a)&nbsp;Consolidated EBIT for the period of the four prior fiscal quarters ending on such date
to (b)&nbsp;Consolidated Interest Charges for such period.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Consolidated Net Income</U>&#148; means, for any period, for Toro and its Subsidiaries on a
consolidated basis, the net income of Toro and its Subsidiaries for that period.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Contingent Obligation</U>&#148; means, as to any Person, any direct or indirect liability of
that Person, whether or not contingent, with or without recourse, (a)&nbsp;with respect to any
Indebtedness, lease, dividend, letter of credit or other obligation (the &#147;primary obligations&#148;) of
another Person (the &#147;primary obligor&#148;), including any obligation of that Person (i)&nbsp;to purchase,
repurchase or otherwise acquire such primary obligations or any security therefor, (ii)&nbsp;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)&nbsp;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)&nbsp;otherwise to assure or hold harmless the holder of any such primary
obligation against loss in respect thereof (each, a &#147;<U>Guaranty Obligation</U>&#148;); (b)&nbsp;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)&nbsp;to purchase any materials,
supplies or other property from, or to obtain the services of, another Person 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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Contractual Obligation</U>&#148; means, as to any Person, any provision of any security issued
by such Person or of any agreement, instrument or other undertaking to which such Person is a party
or by which it or any of its property is bound.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Control</U>&#148; means the possession, directly or indirectly, of the power to direct or
cause the direction of the management or policies of a Person, whether through the ability to
exercise voting power, by contract or otherwise. &#147;<U>Controlling</U>&#148; and &#147;<U>Controlled</U>&#148;
have meanings correlative thereto.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Controlling Person</U>&#148; has the meaning set forth in the definition of Change of Control.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Credit Extension</U>&#148; means each of the following: (a)&nbsp;a Borrowing and (b)&nbsp;an L/C Credit
Extension.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Debt Rating</U>&#148; has the meaning specified in the definition of &#147;Applicable Rate.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Debtor Relief Laws</U>&#148; means the Bankruptcy Code of the United States, and all other
liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium,
rearrangement, receivership, insolvency, reorganization, or similar debtor relief Laws of the
United States or other applicable jurisdictions from time to time in effect and affecting the
rights of creditors generally.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Default</U>&#148; means any event or condition that constitutes an Event of Default or that,
with the giving of any notice, the passage of time, or both, would be an Event of Default.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Default Rate</U>&#148; means (a)&nbsp;when used with respect to Obligations other than Letter of
Credit Fees, an interest rate equal to (i)&nbsp;the Base Rate <U>plus</U> (ii)&nbsp;2% per annum;
<U>provided</U>, <U>however</U>, that with respect to a Eurocurrency Rate Loan, the Default Rate
shall be an interest rate equal to the interest rate (including any Applicable Rate and any
Mandatory Cost) otherwise applicable to such Loan plus 2% per annum, and (b)&nbsp;when used with respect
to Letter of Credit Fees, a rate equal to the Applicable Rate <U>plus</U> 2% per annum.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Defaulting Lender</U>&#148; means any Lender that (a)&nbsp;has failed to fund any portion of the
Committed Loans, participations in L/C Obligations or participations in Swing Line Loans required
to be funded by it hereunder within one Business Day of the date required to be funded by it
hereunder, (b)&nbsp;has otherwise failed to pay over to the Administrative Agent or any other Lender any
other amount required to be paid by it hereunder within one Business Day of the date when due,
unless the subject of a good faith dispute, or (c)&nbsp;has been deemed insolvent or become the subject
of a bankruptcy or insolvency proceeding.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Disposition</U>&#148; or &#147;<U>Dispose</U>&#148; means the sale, transfer, license, lease or other
disposition (including any sale and leaseback transaction) of any property by any Person, including
any sale, assignment, transfer or other disposal, with or without recourse, of any notes or
accounts receivable or any rights and claims associated therewith.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Distributor Subsidiary</U>&#148; 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&#146;s historical system of independent distributors.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Dollar</U>&#148; and &#147;<U>$</U>&#148; mean lawful money of the United States.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Dollar Equivalent</U>&#148; means, at any time, (a)&nbsp;with respect to any amount denominated in
Dollars, such amount, and (b)&nbsp;with respect to any amount denominated in any Alternative Currency,
the equivalent amount thereof in Dollars as determined by the Administrative Agent at such time on
the basis of the Spot Rate (determined in respect of the most recent Revaluation Date) for the
purchase of Dollars with such Alternative Currency.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Domestic Subsidiary</U>&#148; means any Subsidiary that is organized under the laws of any
political subdivision of the United States.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Eligible Assignee</U>&#148; means (a)&nbsp;a Lender; (b)&nbsp;an Affiliate of a Lender; (c)&nbsp;an Approved
Fund; and (d)&nbsp;any other Person (other than a natural person) approved by (i)&nbsp;the Administrative
Agent, the L/C Issuer and the Swing Line Lender, and (ii)&nbsp;unless an Event of Default has occurred
and is continuing, Toro (each such approval not to be unreasonably withheld or delayed;
<U>provided</U> that the incurrence by the Borrowers of additional costs pursuant to <U>Section
3.04</U> as a result of such assignment shall constitute a reasonable basis for withholding such
consent); <U>provided</U> that notwithstanding the foregoing, &#147;Eligible Assignee&#148; shall not
include any Borrower or any Borrower&#146;s Affiliates or Subsidiaries; and <U>provided</U>
<U>further</U>, <U>however</U>, that an Eligible Assignee shall include only a Lender, an
Affiliate of a Lender or another Person, which, through its Lending Offices, is capable of lending
the applicable Alternative Currencies to the relevant Borrowers without the imposition of any Taxes
or additional Taxes, as the case may be.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>EMU</U>&#148; means the economic and monetary union in accordance with the Treaty of Rome
1957, as amended by the Single European Act 1986, the Maastricht Treaty of 1992 and the Amsterdam
Treaty of 1998.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>EMU Legislation</U>&#148; means the legislative measures of the European Council for the
introduction of, changeover to or operation of a single or unified European currency.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Environmental Laws</U>&#148; means any and all Federal, state, local, and foreign statutes,
laws, regulations, ordinances, rules, judgments, orders, decrees, permits, concessions, grants,
franchises, licenses, agreements or governmental restrictions relating to pollution and the
protection of the environment or the release of any materials into the environment, including those
related to hazardous substances or wastes, air emissions and discharges to waste or public systems.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Environmental Liability</U>&#148; means any liability, contingent or otherwise (including any
liability for damages, costs of environmental remediation, fines, penalties or indemnities), of any
Borrower, any other Loan Party or any of their respective Subsidiaries directly or indirectly
resulting from or based upon (a)&nbsp;violation of any Environmental Law, (b)&nbsp;the generation, use,
handling, transportation, storage, treatment or disposal of any Hazardous Materials, (c)&nbsp;exposure
to any Hazardous Materials, (d)&nbsp;the release or threatened release of any Hazardous Materials into
the environment or (e)&nbsp;any contract, agreement or other consensual arrangement pursuant to which
liability is assumed or imposed with respect to any of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Equity Interests</U>&#148; means, with respect to any Person, all of the shares of capital
stock of (or other ownership or profit interests in) such Person, all of the warrants, options or
other rights for the purchase or acquisition from such Person of shares of capital stock of (or
other ownership or profit interests in) such Person, all of the securities convertible into or
exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person
or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including
partnership, member or trust interests therein), whether voting or nonvoting, and whether or not
such shares, warrants, options, rights or other interests are outstanding on any date of
determination.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>ERISA</U>&#148; means the Employee Retirement Income Security Act of 1974.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>ERISA Affiliate</U>&#148; means any trade or business (whether or not incorporated) under
common control with any Borrower within the meaning of Section 414(b) or (c)&nbsp;of the Code (and
Sections 414(m) and (o)&nbsp;of the Code for purposes of provisions relating to Section&nbsp;412 of the
Code).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>ERISA Event</U>&#148; means (a)&nbsp;a Reportable Event with respect to a Pension Plan; (b)&nbsp;a
withdrawal by any Borrower or any ERISA Affiliate from a Pension Plan subject to Section&nbsp;4063 of
ERISA during a plan year in which it was a substantial employer (as defined in Section&nbsp;4001(a)(2)
of ERISA) or a cessation of operations that is treated as such a withdrawal under Section 4062(e)
of ERISA; (c)&nbsp;a complete or partial withdrawal by any Borrower or any ERISA Affiliate from a
Multiemployer Plan or notification that a Multiemployer Plan is in reorganization; (d)&nbsp;the filing
of a notice of intent to terminate, the treatment of a Plan amendment as a termination under
Sections&nbsp;4041 or 4041A of ERISA, or the commencement of proceedings by the PBGC to terminate a
Pension Plan or Multiemployer Plan; (e)&nbsp;an event or condition which might reasonably be expected to
constitute grounds under Section&nbsp;4042 of ERISA for the termination of, or the appointment of a
trustee to administer, any Pension Plan or Multiemployer Plan; or (f)&nbsp;the imposition of any
liability under Title IV of ERISA, other than for PBGC premiums due but not delinquent under
Section&nbsp;4007 of ERISA, upon any Borrower or any ERISA Affiliate.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Euro</U>&#148; and &#147;<U>EUR</U>&#148; mean the lawful currency of the Participating Member States
introduced in accordance with the EMU Legislation.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Eurocurrency Rate</U>&#148; means, for any Interest Period with respect to a Eurocurrency Rate
Loan, the rate per annum equal to the British Bankers Association LIBOR Rate (&#147;<U>BBA LIBOR</U>&#148;),
as published by Reuters (or other commercially available source providing quotations of BBA LIBOR
as designated by the Administrative Agent from time to time) at approximately 11:00&nbsp;a.m., London
time, two Business Days prior to the commencement of such Interest Period, for deposits in the
relevant currency (for delivery on the first day of such Interest Period) with a term equivalent to
such Interest Period. If such rate is not available at such time for any reason, then the
&#147;Eurocurrency Rate&#148; for such Interest Period shall be the rate per annum determined by the
Administrative Agent to be the rate 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 Eurocurrency
Rate Loan being made, continued or converted by Bank of America and with a term equivalent to such
Interest Period would be offered by Bank of America&#146;s London Branch (or other Bank of America
branch or Affiliate) to major banks in the London or other offshore interbank market for such
currency at their request at approximately 11:00&nbsp;a.m. (London time) two Business Days prior to the
commencement of such Interest Period.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Eurocurrency Rate Loan</U>&#148; means a Committed Loan that bears interest at a rate based on
the Eurocurrency Rate. Eurocurrency Rate Loans may be denominated in Dollars or in an Alternative
Currency. All Committed Loans denominated in an Alternative Currency must be Eurocurrency Rate
Loans.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Event of Default</U>&#148; has the meaning specified in <U>Section&nbsp;8.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Exchange Act</U>&#148; means the Securities Exchange Act of 1934, and regulations promulgated
thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Excluded Taxes</U>&#148; means, with respect to the Administrative Agent, any Lender, the L/C
Issuer or any other recipient of any payment to be made by or on account of any obligation of any
Borrower hereunder, (a)&nbsp;taxes imposed on or measured by its overall net income (however
denominated), and franchise taxes imposed on it (in lieu of net income taxes or by reason of its
existence), by the jurisdiction (or any political subdivision thereof) under the laws of which such
recipient is organized or in which its principal office is located or, in the case of any Lender,
in which its applicable Lending Office is located, (b)&nbsp;any branch profits taxes imposed by the
United States or any similar tax imposed by any other jurisdiction in which such Borrower is
located and (c)&nbsp;except as provided in the following sentence, in the case of a Foreign Lender
(other than an assignee pursuant to a request by Toro under <U>Section&nbsp;11.13</U>), any withholding
tax that is imposed on amounts payable to such Foreign Lender at the time such Foreign Lender
becomes a party hereto (or designates a new Lending Office) or is attributable to such Foreign
Lender&#146;s failure or inability (other than as a result of a Change in Law) to comply with
<U>Section&nbsp;3.01(e)</U>, except to the extent that such Foreign Lender (or its assignor, if any)
was entitled, at the time of designation of a new Lending Office (or assignment), to receive
additional amounts from the applicable Borrower with respect to such withholding tax pursuant to
<U>Section&nbsp;3.01(a)</U>. Notwithstanding anything to the contrary contained in this definition,
&#147;Excluded Taxes&#148; shall not include any withholding tax imposed at any time on payments made by or
on behalf of a Foreign Obligor to any Lender hereunder or under any other Loan Document,
<U>provided</U> that such Lender shall have complied with the last paragraph of <U>Section
3.01(e)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Existing Credit Agreement</U>&#148; means that certain Multi-Year Credit Agreement dated as of
February&nbsp;22, 2002 among Toro, TCC, the Subsidiary Borrowers, Bank of America, as agent, and a
syndicate of lenders.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Existing Letters of Credit</U>&#148; means those letters of credit issued and outstanding
under the Existing Credit Agreement.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Existing Liens</U>&#148; has the meaning set forth in <U>Section&nbsp;7.01(a)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Federal Funds Rate</U>&#148; means, for any day, the rate per annum equal to the weighted
average of the rates on overnight Federal funds transactions with members of the Federal Reserve
System arranged by Federal funds brokers on such day, as published by the Federal Reserve Bank of
New York on the Business Day next succeeding such day; <U>provided</U> that (a)&nbsp;if such day is not
a Business Day, the Federal Funds Rate for such day shall be such rate on such transactions on the
next preceding Business Day as so published on the next succeeding Business Day, and (b)&nbsp;if no such
rate is so published on such next succeeding Business Day, the Federal Funds Rate for such day
shall be the average rate (rounded upward, if necessary, to a whole multiple of 1/100 of 1%)
charged to Bank of America on such day on such transactions as determined by the Administrative
Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Fee Letter</U>&#148; means the letter agreement, dated July&nbsp;12, 2004, among Toro, TCC,
Manufacturing, Exmark, the Administrative Agent and the Arranger.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Foreign Lender</U>&#148; means, with respect to any Borrower, any Lender that is organized
under the laws of a jurisdiction other than that in which such Borrower is resident for tax
purposes. For purposes of this definition, the United States, each State thereof and the District
of Columbia shall be deemed to constitute a single jurisdiction.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Foreign Obligor</U>&#148; means a Loan Party that is a Foreign Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Foreign Subsidiary</U>&#148; means any Subsidiary that is organized under the laws of a
jurisdiction other than the United States, a State thereof or the District of Columbia.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>FRB</U>&#148; means the Board of Governors of the Federal Reserve System of the United States.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Fund</U>&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>GAAP</U>&#148; means generally accepted accounting principles in the United States set forth
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 such other principles as may be approved by a significant segment of the
accounting profession in the United States, that are applicable to the circumstances as of the date
of determination, consistently applied.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Governmental Authority</U>&#148; means the government of the United States or any other
nation, or of any political subdivision thereof, whether state or local, and any agency, authority,
instrumentality, regulatory body, court, central bank or other entity exercising executive,
legislative, judicial, taxing, regulatory or administrative powers or functions of or pertaining to
government (including any supra-national bodies such as the European Union or the European Central
Bank).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Guarantee</U>&#148; means, as to any Person, any (a)&nbsp;any obligation, contingent or otherwise,
of such Person guaranteeing or having the economic effect of guaranteeing any Indebtedness or other
obligation payable or performable by another Person (the &#147;primary obligor&#148;) in any manner, whether
directly or indirectly, and including any obligation of such Person, direct or indirect, (i)&nbsp;to
purchase or pay (or advance or supply funds for the purchase or payment of) such Indebtedness or
other obligation, (ii)&nbsp;to purchase or lease property, securities or services for the purpose of
assuring the obligee in respect of such Indebtedness or other obligation of the payment or
performance of such Indebtedness or other obligation, (iii)&nbsp;to maintain working capital, equity
capital or any other financial statement condition or liquidity or level of income or cash flow of
the primary obligor so as to enable the primary obligor to pay such Indebtedness or other
obligation, or (iv)&nbsp;entered into for the purpose of assuring in any other manner the obligee in
respect of such Indebtedness or other obligation of the payment or performance thereof or to
protect such obligee against loss in respect thereof (in whole or in part), or (b)&nbsp;any Lien on any
assets of such Person securing any Indebtedness or other obligation of any other Person, whether or
not such Indebtedness or other obligation is assumed by such Person (or any right, contingent or
otherwise, of any holder of such Indebtedness to obtain any such Lien). The amount of any
Guarantee shall be deemed to be an amount equal to the stated or determinable amount of the related
primary obligation, or portion thereof, in respect of which such Guarantee is made or, if not
stated or determinable, the maximum reasonably anticipated liability in respect thereof as
determined by the guaranteeing Person in good faith. The term &#147;Guarantee&#148; as a verb has a
corresponding meaning.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Guaranty</U>&#148; means the Guaranty made by Toro in favor of the Administrative Agent and
the Lenders, set forth in <U>Article&nbsp;X</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Guaranty Obligation</U>&#148; has the meaning specified in the definition of &#147;Contingent
Obligation.&#148;


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Hazardous Materials</U>&#148; means all explosive or radioactive substances or wastes and all
hazardous or toxic substances, wastes or other pollutants, including petroleum or petroleum
distillates, asbestos or asbestos-containing materials, polychlorinated biphenyls, radon gas,
infectious or medical wastes and all other substances or wastes of any nature regulated pursuant to
any Environmental Law.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Incremental Debt</U>&#148; has the meaning specified in <U>Section&nbsp;1.03(d)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Indebtedness</U>&#148; means, as to any Person at a particular time, without duplication, all
of the following, whether or not included as indebtedness or liabilities in accordance with GAAP:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;all obligations of such Person for borrowed money and all obligations of such
Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;all direct or contingent obligations of such Person arising under letters of credit
(including standby and commercial), bankers&#146; acceptances, bank guaranties, surety bonds and
similar instruments, except to the extent (i)&nbsp;issued as a means of trade payment in the
ordinary course of business or to support or secure any other obligation of any Person
unless such other obligation also constitutes Indebtedness hereunder and (ii)&nbsp;in an
aggregate stated or principal amount at any time outstanding not to exceed $20,000,000;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;all obligations of such Person to pay the deferred purchase price of property or
services (other than trade accounts payable in the ordinary course of business);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(d)&nbsp;indebtedness (excluding prepaid interest thereon) secured by a Lien on property
owned or being purchased by such Person (including indebtedness arising under conditional
sales or other title retention agreements), whether or not such indebtedness shall have been
assumed by such Person or is limited in recourse;



<P align="left" style="margin-left:8%; font-size: 12pt">(e)&nbsp;capital leases and Synthetic Lease Obligations;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(f)&nbsp;all obligations of such Person to purchase, redeem, retire, defease or otherwise
make any payment in respect of any Equity Interest in such Person or any other Person,
valued, in the case of a redeemable preferred interest, at the greater of its voluntary or
involuntary liquidation preference <U>plus</U> accrued and unpaid dividends;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(g) (i)&nbsp;the unpaid amount of all Receivables sold by any Borrower for which such
Borrower has recourse liability or portion thereof for which such Borrower has recourse
liability in cases where such recourse liability is not full (other than Receivables sold
pursuant to the Receivables Purchase Facility), and (ii)&nbsp;the unpaid principal amount of all
Loans (as defined in the Receivables Purchase Facility) owing by Toro Receivables Company or
any Affiliate thereof or successor thereto as Borrower under the Receivables Purchase
Facility; and



<P align="left" style="margin-left:8%; font-size: 12pt">(h)&nbsp;all Guarantees of such Person in respect of any of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">For all purposes hereof, the Indebtedness of any Person shall include the Indebtedness of any
partnership or joint venture (other than a joint venture that is itself a corporation or limited
liability company) in which such Person is a general partner or a joint venturer, unless such
Indebtedness is expressly made non-recourse to such Person. The amount of any capital lease or
Synthetic Lease Obligation as of any date shall be deemed to be the amount of Attributable
Indebtedness in respect thereof as of such date.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Indemnified Taxes</U>&#148; means Taxes other than Excluded Taxes.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Indemnitees</U>&#148; has the meaning specified in <U>Section&nbsp;11.04(b)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Insolvency Proceeding</U>&#148; means, with respect to any Person, (a)&nbsp;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)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Interest Payment Date</U>&#148; means, (a)&nbsp;as to any Loan other than a Base Rate Loan, the
last day of each Interest Period applicable to such Loan and the Maturity Date; <U>provided</U>,
<U>however</U>, that if any Interest Period for a Eurocurrency Rate Loan exceeds three months, the
respective dates that fall every three months after the beginning of such Interest Period shall
also be Interest Payment Dates; and (b)&nbsp;as to any Base Rate Loan (including a Swing Line Loan), the
last Business Day of each March, June, September and December and the Maturity Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Interest Period</U>&#148; means, as to each Eurocurrency Rate Loan, the period commencing on
the date such Eurocurrency Rate Loan is disbursed or converted to or continued as a Eurocurrency
Rate Loan and ending on the date fourteen days or one, two, three or six months thereafter, as
selected by Toro in its Committed Loan Notice; <U>provided</U> that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;any Interest Period that would otherwise end on a day that is not a Business Day
shall be extended to the next succeeding Business Day unless such Business Day falls in
another calendar month, in which case such Interest Period shall end on the next preceding
Business Day;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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



<P align="left" style="margin-left:8%; font-size: 12pt">(iii)&nbsp;no Interest Period shall extend beyond the Maturity Date.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Investment</U>&#148; has the meaning set forth in <U>Section&nbsp;7.04</U>.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>IRS</U>&#148; means the United States Internal Revenue Service.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>ISP</U>&#148; means, with respect to any Letter of Credit, the &#147;International Standby
Practices 1998&#148; published by the Institute of International Banking Law &#038; Practice (or such later
version thereof as may be in effect at the time of issuance).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Issuer Documents</U>&#148; means with respect to any Letter of Credit, the Letter Credit
Application, and any other document, agreement and instrument entered into by the L/C Issuer and
the L/C Parties or in favor the L/C Issuer and relating to any such Letter of Credit.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Joint Venture</U>&#148; 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 Borrowers or any of
their Subsidiaries with another Person or in which the Borrowers or any of their Subsidiaries may
invest in order to conduct or further a common venture or enterprise with such Person, the
investment in which does not constitute an Acquisition.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Laws</U>&#148; means, collectively, all international, foreign, Federal, state and local
statutes, treaties, rules, guidelines, regulations, ordinances, codes and administrative or
judicial precedents or authorities, including the interpretation or administration thereof by any
Governmental Authority charged with the enforcement, interpretation or administration thereof, and
all applicable administrative orders, directed duties, requests, licenses, authorizations and
permits of, and agreements with, any Governmental Authority, in each case whether or not having the
force of law.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>L/C Advance</U>&#148; means, with respect to each Lender, such Lender&#146;s funding of its
participation in any L/C Borrowing in accordance with its Applicable Percentage. All L/C Advances
shall be denominated in Dollars.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>L/C Borrowing</U>&#148; means an extension of credit resulting from a drawing under any Letter
of Credit which has not been reimbursed on the date when made or refinanced as a Committed
Borrowing. All L/C Borrowings shall be denominated in Dollars.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>L/C Credit Extension</U>&#148; means, with respect to any Letter of Credit, the issuance
thereof or extension of the expiry date thereof, or the increase of the amount thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>L/C Issuer</U>&#148; means Bank of America in its capacity as issuer of Letters of Credit
hereunder, or any successor issuer of Letters of Credit hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>L/C Obligations</U>&#148; means, as at any date of determination, the aggregate amount
available to be drawn under all outstanding Letters of Credit <U>plus</U> the aggregate of all
Unreimbursed Amounts, including all L/C Borrowings. For purposes of computing the amount available
to be drawn under any Letter of Credit, the amount of such Letter of Credit shall be determined in
accordance with <U>Section&nbsp;1.08</U>. For all purposes of this Agreement, if on any date of
determination a Letter of Credit has expired by its terms but any amount may still be drawn
thereunder by reason of the operation of Rule&nbsp;3.14 of the ISP, such Letter of Credit shall be
deemed to be &#147;outstanding&#148; in the amount so remaining available to be drawn.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>L/C Parties</U>&#148; means, collectively, Toro and TCC.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Lender</U>&#148; has the meaning specified in the introductory paragraph hereto and, as the
context requires, includes the Swing Line Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Lending Office</U>&#148; means, as to any Lender, the office or offices of such Lender
described as such in such Lender&#146;s Administrative Questionnaire, or such other office or offices as
a Lender may from time to time notify Toro and the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Letter of Credit</U>&#148; means any standby letter of credit issued hereunder and shall
include the Existing Letters of Credit. Letters of Credit may only be issued in Dollars.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Letter of Credit Application</U>&#148; means an application and agreement for the issuance or
amendment of a Letter of Credit in the form from time to time in use by the L/C Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Letter of Credit Expiration Date</U>&#148; means the day that is seven days prior to the
Maturity Date then in effect (or, if such day is not a Business Day, the next preceding Business
Day).



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Letter of Credit Fee</U>&#148; has the meaning specified in <U>Section&nbsp;2.03(i)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Letter of Credit Sublimit</U>&#148; means an amount equal to $20,000,000. The Letter of
Credit Sublimit is part of, and not in addition to, the Aggregate Commitments.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Lien</U>&#148; means any mortgage, pledge, hypothecation, assignment, deposit arrangement,
encumbrance, lien (statutory or other), charge, or preference, priority or other security interest
or preferential arrangement in the nature of a security interest of any kind or nature whatsoever
(including any conditional sale or other title retention agreement, any easement, right of way or
other encumbrance on title to real property, and any financing lease having substantially the same
economic effect as any of the foregoing).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Loan</U>&#148; means an extension of credit by a Lender to a Borrower under <U>Article&nbsp;II</U>
in the form of a Committed Loan or a Swing Line Loan.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Loan Documents</U>&#148; means this Agreement, each Note, each Issuer Document and the Fee
Letter and all other documents delivered to the Administrative Agent or any Lender in connection
therewith.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Loan Parties</U>&#148; means, collectively, Toro, TCC, Manufacturing, Exmark and each
Subsidiary Borrower.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Mandatory Cost</U>&#148; means, with respect to any period, the percentage rate per annum
determined in accordance with <U>Schedule&nbsp;1.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Margin Stock</U>&#148; means &#147;margin stock&#148; as such term is defined in Regulation&nbsp;T, U or X of
the FRB.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Material Adverse Effect</U>&#148; means (a)&nbsp;a material impairment of the ability of any Loan
Party to perform its obligations under any Loan Document to which it is a party or (b)&nbsp;a material
adverse effect upon the legality, validity, binding effect or enforceability against any Loan Party
of any Loan Document to which it is a party.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Material Disposition</U>&#148; has the meaning specified in <U>Section&nbsp;1.03(e)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Material Subsidiary</U>&#148; means, at any time of determination, (a)&nbsp;any Subsidiary (other
than a Distributor Subsidiary) having at such time either (i)&nbsp;total (gross)&nbsp;revenues for the
preceding four fiscal quarter period in excess $10,000,000 or (ii)&nbsp;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&#146;s most recent annual or quarterly financial statements delivered to the Lenders
under <U>Section&nbsp;6.01</U> and (b)&nbsp;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&#146;s
most recent annual or quarterly financial statements delivered to the Administrative Agent under
<U>Section&nbsp;6.01</U>; <U>provided</U>, <U>that</U> Toro Receivables Company and each successor
thereto as purchaser and borrower under the Receivables Purchase Facility shall not be Material
Subsidiaries.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Maturity Date</U>&#148; means September&nbsp;8, 2009.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Moody&#146;s</U>&#148; means Moody&#146;s Investors Service, Inc. and any successor thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Multiemployer Plan</U>&#148; means any employee benefit plan of the type described in Section
4001(a)(3) of ERISA, to which any Borrower or any ERISA Affiliate makes or is obligated to make
contributions, or during the preceding five plan years, has made or been obligated to make
contributions.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Note</U>&#148; means a promissory note made by a Borrower in favor of a Lender evidencing
Loans made by such Lender to such Borrower, substantially in the form of <U>Exhibit&nbsp;C</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Obligations</U>&#148; means all advances to, and debts, liabilities, obligations, covenants
and duties of, any Loan Party arising under any Loan Document or otherwise with respect to any Loan
or Letter of Credit, whether direct or indirect (including those acquired by assumption), absolute
or contingent, due or to become due, now existing or hereafter arising and including interest and
fees that accrue after the commencement by or against any Loan Party or any Affiliate thereof of
any proceeding under any Debtor Relief Laws naming such Person as the debtor in such proceeding,
regardless of whether such interest and fees are allowed claims in such proceeding.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Organization Documents</U>&#148; means, (a)&nbsp;with respect to any corporation, the certificate
or articles of incorporation and the bylaws (or equivalent or comparable constitutive documents
with respect to any non-U.S. jurisdiction); (b)&nbsp;with respect to any limited liability company, the
certificate or articles of formation or organization and operating agreement; and (c)&nbsp;with respect
to any partnership, joint venture, trust or other form of business entity, the partnership, joint
venture or other applicable agreement of formation or organization and any agreement, instrument,
filing or notice with respect thereto filed in connection with its formation or organization with
the applicable Governmental Authority in the jurisdiction of its formation or organization and, if
applicable, any certificate or articles of formation or organization of such entity.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Originators</U>&#148; means any Borrower 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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Other Taxes</U>&#148; means all present or future stamp or documentary taxes or any other
excise or property taxes, charges or similar levies arising from any payment made hereunder or
under any other Loan Document or from the execution, delivery or enforcement of, or otherwise with
respect to, this Agreement or any other Loan Document.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Outstanding Amount</U>&#148; means (i)&nbsp;with respect to Committed Loans on any date, the Dollar
Equivalent amount of the aggregate outstanding principal amount thereof after giving effect to any
borrowings and prepayments or repayments of such Committed Loans occurring on such date; (ii)&nbsp;with
respect to Swing Line Loans on any date, the aggregate outstanding principal amount thereof after
giving effect to any borrowings and prepayments or repayments of such Swing Line Loans occurring on
such date; and (iii)&nbsp;with respect to any L/C Obligations on any date, the Dollar Equivalent amount
of the aggregate outstanding amount of such L/C Obligations on such date after giving effect to any
L/C Credit Extension 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 by any Borrower of
Unreimbursed Amounts.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Overnight Rate</U>&#148; means, for any day, (a)&nbsp;with respect to any amount denominated in
Dollars, the greater of (i)&nbsp;the Federal Funds Rate and (ii)&nbsp;an overnight rate determined by the
Administrative Agent, the L/C Issuer, or the Swing Line Lender, as the case may be, in accordance
with banking industry rules on interbank compensation, and (b)&nbsp;with respect to any amount
denominated in an Alternative Currency, the rate of interest per annum at which overnight deposits
in the applicable Alternative 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 offshore interbank market for such currency to major banks in
such interbank market.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Participant</U>&#148; has the meaning specified in <U>Section&nbsp;11.06(d)</U>.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Participating Member State</U>&#148; means each state so described in any EMU Legislation.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>PBGC</U>&#148; means the Pension Benefit Guaranty Corporation.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Pension Plan</U>&#148; means any &#147;employee pension benefit plan&#148; (as such term is defined in
Section&nbsp;3(2) of ERISA), other than a Multiemployer Plan, that is subject to Title IV of ERISA and
is sponsored or maintained by any Borrower or any ERISA Affiliate or to which any Borrower or any
ERISA Affiliate contributes or has an obligation to contribute, or in the case of a multiple
employer or other plan described in Section 4064(a) of ERISA, has made contributions at any time
during the immediately preceding five plan years.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Permitted Liens</U>&#148; has the meaning set forth in <U>Section&nbsp;7.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>&#147;Permitted Receivables Transfer</U>&#148; means (i)&nbsp;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)&nbsp;a sale or other transfer by a SPV to
(a)&nbsp;purchasers of or other investors in such Receivables and related security or (b)&nbsp;any other
Person (including a SPV) in a transaction in which purchasers or other investors purchase or are
otherwise transferred such Receivables and related security, in the case of either (i)&nbsp;or (ii)
above pursuant to and in accordance with the terms of the documents related to any Receivables
Purchase Facility.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Permitted Swap Obligation</U>&#148; means all obligations (contingent or otherwise) of any
Borrower or any Subsidiary existing or arising under Swap Contracts, provided that each of the
following criteria is satisfied: (a)&nbsp;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 &#147;market view;&#148; and
(b)&nbsp;such Swap Contracts do not contain any provision (&#147;walk-away&#148; provision) exonerating the
non-defaulting party from its obligation to make payments on outstanding transactions to the
defaulting party.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Person</U>&#148; means any natural person, corporation, limited liability company, trust,
joint venture, association, company, partnership, Governmental Authority or other entity.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Plan</U>&#148; means any &#147;employee benefit plan&#148; (as such term is defined in Section&nbsp;3(3) of
ERISA) established by any Borrower or, with respect to any such plan that is subject to Section&nbsp;412
of the Code or Title IV of ERISA, any ERISA Affiliate.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Receivables</U>&#148; 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)&nbsp;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)&nbsp;all other Liens and property
subject thereto from time to time purporting to secure payment of such receivables or obligations,
(c)&nbsp;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)&nbsp;all Records and (e)&nbsp;all proceeds of the foregoing.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Receivables Loan Agreement</U>&#148; shall have the meaning set forth in the definition of
&#147;Receivables Purchase Facility&#148; in <U>Section&nbsp;1.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Receivables Purchase Facility</U>&#148; means, collectively, (A)&nbsp;that certain Receivables
Purchase Agreement dated as of July&nbsp;9, 2003 between Toro Receivables Company, as Purchaser, Toro,
as the Originator, and (B)&nbsp;that certain Loan Agreement dated as of July&nbsp;9, 2003 (&#147;Receivables Loan
Agreement&#148;) among Toro Receivables Company, as Borrower, Toro, as Servicer, Three Pillars Funding
Corporation, as Lender, and SunTrust Capital Markets, Inc., as Administrator, each reasonably
acceptable in form and substance to the Administrative Agent and the Required Lenders and each of
which shall not be amended in any manner disadvantageous to the Lenders or the Originator without
the prior written consent of the Required Lenders, and any replacement of or successor to either or
both of the foregoing, each of which shall be reasonably acceptable in form and substance to the
Administrative Agent and the Required Lenders and each of which shall not contain any terms in any
manner disadvantageous to the Lenders or the Originator from the terms of the foregoing documents
under (A)&nbsp;or (B)&nbsp;above without the prior written consent of the Required Lenders.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Records</U>&#148; 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.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Register</U>&#148; has the meaning specified in <U>Section&nbsp;11.06(c)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Related Parties</U>&#148; means, with respect to any Person, such Person&#146;s Affiliates and the
partners, directors, officers, employees, agents and advisors of such Person and of such Person&#146;s
Affiliates.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Reportable Event</U>&#148; means any of the events set forth in Section 4043(c) of ERISA,
other than events for which the 30&nbsp;day notice period has been waived.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Request for Credit Extension</U>&#148; means (a)&nbsp;with respect to a Borrowing, conversion or
continuation of Committed Loans, a Committed Loan Notice, (b)&nbsp;with respect to an L/C Credit
Extension, a Letter of Credit Application, and (c)&nbsp;with respect to a Swing Line Loan, a Swing Line
Loan Notice.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Required Lenders</U>&#148; means, as of any date of determination, Lenders having more than
50% of the Aggregate Commitments or, if the commitment of each Lender to make Loans and the
obligation of the L/C Issuer to make L/C Credit Extensions have been terminated pursuant to
<U>Section&nbsp;8.02</U>, Lenders holding in the aggregate more than 50% of the Total Outstandings
(with the aggregate amount of each Lender&#146;s risk participation and funded participation in L/C
Obligations and Swing Line Loans being deemed &#147;held&#148; by such Lender for purposes of this
definition); <U>provided</U> that the Commitment of, and the portion of the Total Outstandings
held or deemed held by, any Defaulting Lender shall be excluded for purposes of making a
determination of Required Lenders.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Responsible Officer</U>&#148; means the secretary of a Loan Party, 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 a Loan Party, or any other officer
having substantially the same authority and responsibility. Any document delivered hereunder that
is signed by a Responsible Officer of a Loan Party shall be conclusively presumed to have been
authorized by all necessary corporate, partnership and/or other action on the part of such Loan
Party and such Responsible Officer shall be conclusively presumed to have acted on behalf of such
Loan Party.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Restricted Payment</U>&#148; has the meaning set forth in <U>Section&nbsp;7.07</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Revaluation Date</U>&#148; means (a)&nbsp;with respect to any Loan, each of the following: (i)
each date of a Borrowing of a Eurocurrency Rate Loan denominated in an Alternative Currency, (ii)
each date of a continuation of a Eurocurrency Rate Loan denominated in an Alternative Currency
pursuant to <U>Section&nbsp;2.02</U>, and (iii)&nbsp;such additional dates as the Administrative Agent shall
determine or the Required Lenders shall require.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>S&#038;P</U>&#148; means Standard &#038; Poor&#146;s Ratings Services, a division of The McGraw-Hill
Companies, Inc. and any successor thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Same Day Funds</U>&#148; means (a)&nbsp;with respect to disbursements and payments in Dollars,
immediately available funds, and (b)&nbsp;with respect to disbursements and payments in an Alternative
Currency, same day or other funds as may be determined by the Administrative Agent or the L/C
Issuer, as the case may be, to be customary in the place of disbursement or payment for the
settlement of international banking transactions in the relevant Alternative Currency.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>SEC</U>&#148; means the Securities and Exchange Commission, or any Governmental Authority
succeeding to any of its principal functions.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Special Notice Currency</U>&#148; means at any time an Alternative Currency, other than the
currency of a country that is a member of the Organization for Economic Cooperation and Development
at such time located in North America or Europe.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Spot Rate</U>&#148; for a currency means the rate determined by the Administrative Agent or
the L/C Issuer, as applicable, to be the rate quoted by the Person acting in such capacity as the
spot rate for the purchase by such Person of such currency with another currency through its
principal foreign exchange trading office at approximately 11:00&nbsp;a.m. on the date two Business Days
prior to the date as of which the foreign exchange computation is made; <U>provided</U> that the
Administrative Agent or the L/C Issuer may obtain such spot rate from another financial institution
designated by the Administrative Agent or the L/C Issuer if the Person acting in such capacity does
not have as of the date of determination a spot buying rate for any such currency; and
<U>provided</U> <U>further</U> that the L/C Issuer may use such spot rate quoted on the date as
of which the foreign exchange computation is made in the case of any Letter of Credit denominated
in an Alternative Currency.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>SPV</U>&#148; means any special purpose entity established for the purpose of purchasing
receivables in connection with a Receivables Purchase Facility.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Sterling</U>&#148; and &#147;<U>&#163;</U>&#148; mean the lawful currency of the United Kingdom.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Subsidiary</U>&#148; of a Person means a corporation, partnership, joint venture, limited
liability company or other business entity of which a majority of the shares of securities or other
interests having ordinary voting power for the election of directors or other governing body (other
than securities or interests having such power only by reason of the happening of a contingency)
are at the time beneficially owned, or the management of which is otherwise controlled, directly,
or indirectly through one or more intermediaries, or both, by such Person. Unless otherwise
specified, all references herein to a &#147;Subsidiary&#148; or to &#147;Subsidiaries&#148; shall refer to a Subsidiary
or Subsidiaries of Toro.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Subsidiary Borrowers</U>&#148; means, collectively, Manufacturing, Exmark and the Additional
Borrowers.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Surety Instruments</U>&#148; means all standby letters of credit, banker&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Swap Contract</U>&#148; means (a)&nbsp;any and all rate swap transactions, basis swaps, credit
derivative transactions, forward rate transactions, commodity swaps, commodity options, forward
commodity contracts, equity or equity index swaps or options, bond or bond price or bond index
swaps or options or forward bond or forward bond price or forward bond index transactions, interest
rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar
transactions, currency swap transactions, cross-currency rate swap transactions, currency options,
spot contracts, or any other similar transactions or any combination of any of the foregoing
(including any options to enter into any of the foregoing), whether or not any such transaction is
governed by or subject to any master agreement, and (b)&nbsp;any and all transactions of any kind, and
the related confirmations, which are subject to the terms and conditions of, or governed by, any
form of master agreement published by the International Swaps and Derivatives Association, Inc.,
any International Foreign Exchange Master Agreement, or any other master agreement (any such master
agreement, together with any related schedules, a &#147;<U>Master Agreement</U>&#148;), including any such
obligations or liabilities under any Master Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Swap Termination Value</U>&#148; 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)&nbsp;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)&nbsp;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 a
Lender or any Affiliate of a Lender).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Swing Line</U>&#148; means the revolving credit facility made available by the Swing Line
Lender pursuant to <U>Section&nbsp;2.04</U>.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Swing Line Borrower</U>&#148; means Toro or TCC borrowing pursuant to <U>Section&nbsp;2.04</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Swing Line Borrowing</U>&#148; means a borrowing of a Swing Line Loan pursuant to <U>Section
2.04</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Swing Line Lender</U>&#148; means Bank of America in its capacity as provider of Swing Line
Loans, or any successor swing line lender hereunder.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Swing Line Loan</U>&#148; has the meaning specified in <U>Section&nbsp;2.04(a)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Swing Line Loan Notice</U>&#148; means a notice of a Swing Line Borrowing pursuant to
<U>Section&nbsp;2.04(b)</U>, which, if in writing, shall be substantially in the form of <U>Exhibit
B</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Swing Line Sublimit</U>&#148; means an amount equal to the lesser of (a) $20,000,000 and (b)
the Aggregate Commitments. The Swing Line Sublimit is part of, and not in addition to, the
Aggregate Commitments.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Synthetic Lease Obligation</U>&#148; means the monetary obligation of a Person under (a)&nbsp;a
so-called synthetic, off-balance sheet or tax retention lease, or (b)&nbsp;an agreement for the use or
possession of property creating obligations that do not appear on the balance sheet of such Person
but which, upon the insolvency or bankruptcy of such Person, would be characterized as the
indebtedness of such Person (without regard to accounting treatment).


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>TARGET Day</U>&#148; means any day on which the Trans-European Automated Real-time Gross
Settlement Express Transfer (TARGET)&nbsp;payment system (or, if such payment system ceases to be
operative, such other payment system (if any) determined by the Administrative Agent to be a
suitable replacement) is open for the settlement of payments in Euro.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Taxes</U>&#148; means all present or future taxes, levies, imposts, duties, deductions,
withholdings, assessments, fees or other charges imposed by any Governmental Authority, including
any interest, additions to tax or penalties applicable thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Total Outstandings</U>&#148; means the aggregate Outstanding Amount of all Loans and all L/C
Obligations.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Type</U>&#148; means, with respect to a Committed Loan, its character as a Base Rate Loan or a
Eurocurrency Rate Loan.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Unfunded Pension Liability</U>&#148; means the excess of a Pension Plan&#146;s benefit liabilities
under Section&nbsp;4001(a)(16) of ERISA, over the current value of that Pension Plan&#146;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.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>United States</U>&#148; and &#147;<U>U.S.</U>&#148; mean the United States of America.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Unreimbursed Amount</U>&#148; has the meaning specified in <U>Section&nbsp;2.03(c)(i)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">&#147;<U>Wholly-Owned Subsidiary</U>&#148; means any corporation, limited liability company,
partnership or other business association or entity organized under the laws of the United States
or other country in which Toro or any of its Subsidiaries conducts business in which (other than
directors&#146; qualifying shares required by law) 100% of the capital stock, membership interests,
partnership interests or other equity interests, as applicable, of each class having ordinary
voting power, and 100% of the capital stock, membership interests, partnership interests or other
equity interests, as applicable, 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 Borrowers, or by
one or more of the other Wholly-Owned Subsidiaries, or both.



<P align="left" style="margin-left:4%; font-size: 12pt">&#147;<U>Yen</U>&#148; and &#147;<U>&#165;</U>&#148; mean the lawful currency of Japan.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.02 Other Interpretive Provisions. </B>With reference to this Agreement and each other Loan
Document, unless otherwise specified herein or in such other Loan Document:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(a)&nbsp;The definitions of terms herein shall apply equally to the singular and plural
forms of the terms defined. Whenever the context may require, any pronoun shall include the
corresponding masculine, feminine and neuter forms. The words &#147;<U>include</U>,&#148;
&#147;<U>includes</U>&#148; and &#147;<U>including</U>&#148; shall be deemed to be followed by the phrase
&#147;without limitation.&#148; The word &#147;<U>will</U>&#148; shall be construed to have the same meaning
and effect as the word &#147;<U>shall</U>.&#148; Unless the context requires otherwise, (i)&nbsp;any
definition of or reference to any agreement, instrument or other document (including any
Organization Document) shall be construed as referring to such agreement, instrument or
other document as from time to time amended, supplemented or otherwise modified (subject to
any restrictions on such amendments, supplements or modifications set forth herein or in any
other Loan Document), (ii)&nbsp;any reference herein to any Person shall be construed to include
such Person&#146;s successors and assigns, (iii)&nbsp;the words &#147;<U>herein</U>,&#148; &#147;<U>hereof</U>&#148; and
&#147;<U>hereunder</U>,&#148; and words of similar import when used in any Loan Document, shall be
construed to refer to such Loan Document in its entirety and not to any particular provision
thereof, (iv)&nbsp;all references in a Loan Document to Articles, Sections, Exhibits and
Schedules shall be construed to refer to Articles and Sections of, and Exhibits and
Schedules to, the Loan Document in which such references appear, (v)&nbsp;any reference to any
law shall include all statutory and regulatory provisions consolidating, amending replacing
or interpreting such law and any reference to any law or regulation shall, unless otherwise
specified, refer to such law or regulation as amended, modified or supplemented from time to
time, and (vi)&nbsp;the words &#147;<U>asset</U>&#148; and &#147;<U>property</U>&#148; shall be construed to have
the same meaning and effect and to refer to any and all tangible and intangible assets and
properties, including cash, securities, accounts and contract rights.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(b)&nbsp;In the computation of periods of time from a specified date to a later specified
date, the word &#147;<U>from</U>&#148; means &#147;<U>from and including</U>;&#148; the words &#147;<U>to</U>&#148; and
&#147;<U>until</U>&#148; each mean &#147;<U>to but excluding</U>;&#148; and the word &#147;<U>through</U>&#148; means
&#147;<U>to and including</U>.&#148;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(c)&nbsp;Section headings herein and in the other Loan Documents are included for
convenience of reference only and shall not affect the interpretation of this Agreement or
any other Loan Document.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.03 Accounting Terms. </B>(a) <U>Generally</U>. All accounting terms not specifically or
completely defined herein shall be construed in conformity with, and all financial data (including
financial ratios and other financial calculations) required to be submitted pursuant to this
Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect
from time to time, applied in a manner consistent with that used in preparing the Audited Financial
Statements, <U>except</U> as otherwise specifically prescribed herein.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Changes in GAAP</U>. 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 Toro or the
Required Lenders shall so request, the Administrative Agent, the Lenders and Toro 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 Lenders); <U>provided</U>
<U>that</U>, until so amended, (i)&nbsp;such ratio or requirement shall continue to be computed in
accordance with GAAP prior to such change therein and (ii)&nbsp;Toro shall provide to the Administrative
Agent and the Lenders financial statements and other documents required under this Agreement or as
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.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;References herein to &#147;fiscal year&#148; and &#147;fiscal quarter&#148; refer to such fiscal periods of
the Borrowers.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;With respect to any Acquisition consummated on or after the Closing Date, the following
shall apply:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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&nbsp;S-X of the Securities
and Exchange Commission and reasonably satisfactory to the Administrative Agent;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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)&nbsp;eliminate interest expense accrued during
such period on any Indebtedness repaid in connection with such Acquisition and (B)&nbsp;include
interest expense on any Indebtedness (including Indebtedness hereunder) incurred, acquired
or assumed in connection with such Acquisition (&#147;<U>Incremental Debt</U>&#148;) calculated (I)
as if all such Incremental Debt had been incurred as of the first day of such four-quarter
period and (II)&nbsp;at the following interest rates: (x)&nbsp;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)&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt">(e)&nbsp;With respect to any Material Disposition consummated on or after the Closing Date:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;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)&nbsp;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.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;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
Borrower or Subsidiary in connection with Indebtedness which is either (x)&nbsp;repaid with the
proceeds received by the applicable Borrower or Subsidiary in connection with such Material
Disposition or (y)&nbsp;assigned or transferred to, and assumed by, the Person to whom the
Material Disposition is made by the applicable Borrower or Subsidiary.


<P align="left" style="font-size: 12pt">For the purposes of this paragraph, &#147;Material Disposition&#148; 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 &#147;Disposition&#148; 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.04 Exchange Rates; Currency Equivalents. </B>(a)&nbsp;The Administrative Agent or the L/C Issuer, as
applicable, shall determine the Spot Rates as of each Revaluation Date to be used for calculating
Dollar Equivalent amounts of Credit Extensions and Outstanding Amounts denominated in Alternative
Currencies. Such Spot Rates shall become effective as of such Revaluation Date and shall be the
Spot Rates employed in converting any amounts between the applicable currencies until the next
Revaluation Date to occur. Except for purposes of financial statements delivered by Loan Parties
hereunder or calculating financial covenants hereunder or except as otherwise provided herein, the
applicable amount of any currency (other than Dollars) for purposes of the Loan Documents shall be
such Dollar Equivalent amount as so determined by the Administrative Agent or the L/C Issuer, as
applicable.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Wherever in this Agreement in connection with a Committed Borrowing, conversion,
continuation or prepayment of a Eurocurrency Rate Loan or the issuance, amendment or extension of a
Letter of Credit, an amount, such as a required minimum or multiple amount, is expressed in
Dollars, but such Committed Borrowing, Eurocurrency Rate Loan or Letter of Credit is denominated in
an Alternative Currency, such amount shall be the relevant Alternative Currency Equivalent of such
Dollar amount (rounded to the nearest unit of such Alternative Currency, with 0.5 of a unit being
rounded upward), as determined by the Administrative Agent or the L/C Issuer, as the case may be.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.05 Additional Alternative Currencies. </B>(a)&nbsp;Toro and TCC may from time to time request that
Eurocurrency Rate Loans be made in a currency other than those specifically listed in the
definition of &#147;Alternative Currency;&#148; <U>provided</U> that such requested currency is a lawful
currency (other than Dollars) that is readily available and freely transferable and convertible
into Dollars. In the case of any such request with respect to the making of Eurocurrency Rate
Loans, such request shall be subject to the approval of the Administrative Agent and the Lenders.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Any such request shall be made to the Administrative Agent not later than 11:00&nbsp;a.m., 20
Business Days prior to the date of the desired Credit Extension (or such other time or date as may
be agreed by the Administrative Agent , in its sole discretion). The Administrative Agent shall
promptly notify each Lender thereof. Each Lender shall notify the Administrative Agent, not later
than 11:00&nbsp;a.m., ten Business Days after receipt of such request whether it consents, in its sole
discretion, to the making of Eurocurrency Rate Loans in such requested currency.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Any failure by a Lender to respond to such request within the time period specified in the
preceding sentence shall be deemed to be a refusal by such Lender to permit Eurocurrency Rate Loans
to be made in such requested currency. If the Administrative Agent and all the Lenders consent to
making Eurocurrency Rate Loans in such requested currency, the Administrative Agent shall so notify
Toro and TCC and such currency shall thereupon be deemed for all purposes to be an Alternative
Currency hereunder for purposes of any Committed Borrowings of Eurocurrency Rate Loans. If the
Administrative Agent shall fail to obtain consent to any request for an additional currency under
this <U>Section&nbsp;1.05</U>, the Administrative Agent shall promptly so notify Toro and TCC.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.06 Change of Currency. </B>(a)&nbsp;Each obligation of the Borrowers to make a payment denominated
in the national currency unit 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 time of such adoption
(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; <U>provided</U> that if any Committed Borrowing in the currency of such member
state is outstanding immediately prior to such date, such replacement shall take effect, with
respect to such Committed Borrowing, at the end of the then current Interest Period.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;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.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Each provision of this Agreement also shall be subject to such reasonable changes of
construction as the Administrative Agent may from time to time specify to be appropriate to reflect
a change in currency of any other country and any relevant market conventions or practices relating
to the change in currency.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.07 Times of Day. </B>Unless otherwise specified, all references herein to times of day shall be
references to Central time (daylight or standard, as applicable).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>1.08 Letter of Credit Amounts. </B>Unless otherwise specified herein, the amount of a Letter of
Credit at any time shall be deemed to be the Dollar Equivalent of the stated amount of such Letter
of Credit in effect at such time; provided, however, that with respect to any Letter of Credit
that, by its terms or the terms of any Issuer Document related thereto, provides for one or more
automatic increases in the stated amount thereof, the amount of such Letter of Credit shall be
deemed to be the Dollar Equivalent of the maximum stated amount of such Letter of Credit after
giving effect to all such increases, whether or not such maximum stated amount is in effect at such
time.


<P align="center" style="font-size: 12pt"><B>ARTICLE II.</B>



<P align="center" style="font-size: 12pt"><B>THE COMMITMENTS AND CREDIT EXTENSIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.01 Committed Loans. </B>Subject to the terms and conditions set forth herein, each Lender
severally agrees to make loans (each such loan, a &#147;<U>Committed Loan</U>&#148;) to any of the Borrowers
in Dollars or in one or more Alternative Currencies from time to time, on any Business Day during
the Availability Period, in an aggregate amount not to exceed at any time outstanding the amount of
such Lender&#146;s Commitment; <U>provided</U>, <U>however</U>, that after giving effect to any
Committed Borrowing, (i)&nbsp;the Total Outstandings shall not exceed the Aggregate Commitments and (ii)
the aggregate Outstanding Amount of the Committed Loans of any Lender, <U>plus</U> such Lender&#146;s
Applicable Percentage of the Outstanding Amount of all L/C Obligations, <U>plus</U> such Lender&#146;s
Applicable Percentage of the Outstanding Amount of all Swing Line Loans shall not exceed such
Lender&#146;s Commitment. Within the limits of each Lender&#146;s Commitment, and subject to the other terms
and conditions hereof, the Borrowers may borrow under this <U>Section&nbsp;2.01</U>, prepay under
<U>Section&nbsp;2.05</U>, and reborrow under this <U>Section&nbsp;2.01</U>. Committed Loans may be Base
Rate Loans or Eurocurrency Rate Loans, as further provided herein.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>2.02 Borrowings, Conversions and Continuations of Committed Loans.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Each Committed Borrowing, each conversion of Committed Loans from one Type to the other,
and each continuation of Eurocurrency Rate Loans shall be made upon Toro&#146;s irrevocable notice to
the Administrative Agent, which may be given by telephone. Each such notice must be received by
the Administrative Agent not later than 11:00&nbsp;a.m. (i)&nbsp;three Business Days prior to the requested
date of any Borrowing of, conversion to or continuation of Eurocurrency Rate Loans denominated in
Dollars or of any conversion of Eurocurrency Rate Loans denominated in Dollars to Base Rate
Committed Loans, (ii)&nbsp;four Business Days (or five Business Days in the case of a Special Notice
Currency) prior to the requested date of any Borrowing or continuation of Eurocurrency Rate Loans
denominated in Alternative Currencies, and (iii)&nbsp;on the requested date of any Borrowing of Base
Rate Committed Loans. Each telephonic notice by Toro pursuant to this <U>Section&nbsp;2.02(a)</U> must
be confirmed promptly by delivery to the Administrative Agent of a written Committed Loan Notice,
appropriately completed and signed by a Responsible Officer of Toro. Each Borrowing of, conversion
to or continuation of Eurocurrency Rate Loans shall be in a principal amount of $5,000,000 or a
whole multiple of $1,000,000 in excess thereof. Except as provided in <U>Sections&nbsp;2.03(c)</U> and
<U>2.04(c)</U>, each Committed Borrowing of or conversion to Base Rate Committed Loans shall be in
a principal amount of $500,000 or a whole multiple of $100,000 in excess thereof. Each Committed
Loan Notice (whether telephonic or written) shall specify (i)&nbsp;whether the Borrower is requesting a
Committed Borrowing, a conversion of Committed Loans from one Type to the other, or a continuation
of Eurocurrency Rate Loans, (ii)&nbsp;the requested date of the Borrowing, conversion or continuation,
as the case may be (which shall be a Business Day), (iii)&nbsp;the principal amount of Committed Loans
to be borrowed, converted or continued, (iv)&nbsp;the Type of Committed Loans to be borrowed or to which
existing Committed Loans are to be converted, (v)&nbsp;if applicable, the duration of the Interest
Period with respect thereto, (vi)&nbsp;the currency of the Committed Loans to be borrowed, and (vi)&nbsp;the
applicable Borrower for which the Loan is being requested. If Toro fails to specify a currency in
a Committed Loan Notice requesting a Borrowing, then the Committed Loans so requested shall be made
in Dollars. If Toro fails to specify a Type of Committed Loan in a Committed Loan Notice or if
Toro fails to give a timely notice requesting a conversion or continuation, then the applicable
Committed Loans shall be made as, or converted to, Base Rate Loans; <U>provided</U>,
<U>however</U>, that in the case of a failure to timely request a continuation of Committed Loans
denominated in an Alternative Currency, such Loans shall be continued as Eurocurrency Rate Loans in
their original currency with an Interest Period of one month. Any automatic conversion to Base
Rate Loans shall be effective as of the last day of the Interest Period then in effect with respect
to the applicable Eurocurrency Rate Loans. If Toro requests a Borrowing of, conversion to, or
continuation of Eurocurrency Rate Loans in any such Committed Loan Notice, but fails to specify an
Interest Period, it will be deemed to have specified an Interest Period of one month. No Committed
Loan may be converted into or continued as a Committed Loan denominated in a different currency,
but instead must be prepaid in the original currency of such Committed Loan and reborrowed in the
other currency.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Following receipt of a Committed Loan Notice, the Administrative Agent shall promptly
notify each Lender of the amount (and currency) of its Applicable Percentage of the applicable
Committed Loans, and if no timely notice of a conversion or continuation is provided by Toro, the
Administrative Agent shall notify each Lender of the details of any automatic conversion to Base
Rate Loans or continuation of Committed Loans denominated in a currency other than Dollars, in each
case as described in the preceding subsection. In the case of a Committed Borrowing, each Lender
shall make the amount of its Committed Loan available to the Administrative Agent in Same Day Funds
at the Administrative Agent&#146;s Office for the applicable currency not later than 1:00 p.m., in the
case of any Committed Loan denominated in Dollars, and not later than the Applicable Time specified
by the Administrative Agent in the case of any Committed Loan in an Alternative Currency, in each
case on the Business Day specified in the applicable Committed Loan Notice. Upon satisfaction of
the applicable conditions set forth in <U>Section&nbsp;4.02</U> (and, if such Borrowing is the initial
Credit Extension, <U>Section&nbsp;4.01</U>), the Administrative Agent shall make all funds so received
available to the applicable Borrower identified in the Committed Loan Notice in like funds as
received by the Administrative Agent either by (i)&nbsp;crediting the account of such Borrower on the
books of Bank of America with the amount of such funds or (ii)&nbsp;wire transfer of such funds, in each
case in accordance with instructions provided to (and reasonably acceptable to) the Administrative
Agent by such Borrower; <U>provided</U>, <U>however</U>, that if, on the date the Committed Loan
Notice with respect to such Borrowing denominated in Dollars is given to the Administrative Agent,
there are L/C Borrowings outstanding owing by the same such applicable Borrower, then the proceeds
of such Borrowing, <U>first</U>, shall be applied to the payment in full of any such L/C
Borrowings, and, <U>second</U>, shall be made available to the applicable Borrower as provided
above.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Except as otherwise provided herein, a Eurocurrency Rate Loan may be continued or
converted only on the last day of an Interest Period for such Eurocurrency Rate Loan. During the
existence of a Default, no Loans may be requested as, converted to or continued as Eurocurrency
Rate Loans (whether in Dollars or any Alternative Currency) without the consent of the Required
Lenders, and the Required Lenders may demand that any or all of the then outstanding Eurocurrency
Rate Loans denominated in an Alternative Currency be prepaid, or redenominated into Dollars in the
amount of the Dollar Equivalent thereof, on the last day of the then current Interest Period with
respect thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;The Administrative Agent shall promptly notify Toro and the Lenders of the interest rate
applicable to any Interest Period for Eurocurrency Rate Loans upon determination of such interest
rate. At any time that Base Rate Loans are outstanding, the Administrative Agent shall notify Toro
and the Lenders of any change in Bank of America&#146;s prime rate used in determining the Base Rate
promptly following the public announcement of such change.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;After giving effect to all Committed Borrowings, all conversions of Committed Loans from
one Type to the other, and all continuations of Committed Loans as the same Type, there shall not
be more than eight Interest Periods in effect with respect to Committed Loans.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>2.03 Letters of Credit.</B>



<P align="left" style="margin-left:4%; font-size: 12pt">(a) <U>The Letter of Credit Commitment</U>.


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="12%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Subject to the terms and conditions set forth herein, (A)&nbsp;the
L/C Issuer agrees, in reliance upon the agreements of the Lenders set forth in
this <U>Section&nbsp;2.03</U>, (1)&nbsp;from time to time on any Business Day during the
period from the Closing Date until the Letter of Credit Expiration Date, to
issue Letters of Credit denominated in Dollars for the account of either L/C
Party, and to amend or extend Letters of Credit previously issued by it, in
accordance with subsection (b)&nbsp;below, and (2)&nbsp;to honor drawings under the
Letters of Credit; and (B)&nbsp;the Lenders severally agree to participate in
Letters of Credit issued for the account of either L/C Party and any drawings
thereunder; <U>provided</U> that after giving effect to any L/C Credit
Extension with respect to any Letter of Credit, (x)&nbsp;the Total Outstandings
shall not exceed the Aggregate Commitments, (y)&nbsp;the aggregate Outstanding
Amount of the Committed Loans of any Lender, <U>plus</U> such Lender&#146;s
Applicable Percentage of the Outstanding Amount of all L/C Obligations,
<U>plus</U> such Lender&#146;s Applicable Percentage of the Outstanding Amount of
all Swing Line Loans shall not exceed such Lender&#146;s Commitment, and (z)&nbsp;the
Outstanding Amount of the L/C Obligations shall not exceed the Letter of Credit
Sublimit. Each request by an L/C Party for the issuance or amendment of a
Letter of Credit shall be deemed to be a representation by such L/C Party that
the L/C Credit Extension so requested complies with the conditions set forth in
the provisos to the preceding sentence. Within the foregoing limits, and
subject to the terms and conditions hereof, each L/C Party&#146;s ability to obtain
Letters of Credit shall be fully revolving, and accordingly each L/C Party may,
during the foregoing period, obtain Letters of Credit to replace Letters of
Credit that have expired or that have been drawn upon and reimbursed. All
Existing Letters of Credit shall be deemed to have been issued pursuant hereto,
and from and after the Closing Date shall be subject to and governed by the
terms and conditions hereof.</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;The L/C Issuer shall not issue any Letter of Credit, if:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(A)&nbsp;subject to <U>Section&nbsp;2.03(b)(iii)</U>, the expiry date of such requested
Letter of Credit would occur more than twelve months after the date of issuance or
last extension, unless the Required Lenders have approved such expiry date; or



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(B)&nbsp;the expiry date of such requested Letter of Credit would occur after the
Letter of Credit Expiration Date, unless all the Lenders have approved such expiry
date.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;The L/C Issuer shall not be under any obligation to issue any Letter of Credit
if:



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(A)&nbsp;any order, judgment or decree of any Governmental Authority or arbitrator
shall by its terms purport to enjoin or restrain the L/C Issuer from issuing such
Letter of Credit, or any Law applicable to the L/C Issuer or any request or
directive (whether or not having the force of law) from any Governmental Authority
with jurisdiction over the L/C Issuer shall prohibit, or request that the L/C Issuer
refrain from, the issuance of letters of credit generally or such Letter of Credit
in particular or shall impose upon the L/C Issuer with respect to such Letter of
Credit any restriction, reserve or capital requirement (for which the L/C Issuer is
not otherwise compensated hereunder) not in effect on the Closing Date, or shall
impose upon the L/C Issuer any unreimbursed loss, cost or expense which was not
applicable on the Closing Date and which the L/C Issuer in good faith deems material
to it;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(B)&nbsp;the issuance of such Letter of Credit would violate one or more policies of
the L/C Issuer;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(C)&nbsp;except as otherwise agreed by the Administrative Agent and the L/C Issuer,
such Letter of Credit is in an initial amount less than $1,000,000;



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(D)&nbsp;except as otherwise agreed by the Administrative Agent and the L/C Issuer,
such Letter of Credit is to be denominated in a currency other than Dollars; or



<P align="left" style="margin-left:8%; font-size: 12pt; text-indent: 4%">(E)&nbsp;a default of any Lender&#146;s obligations to fund under <U>Section&nbsp;2.03(c)</U>
exists or any Lender is at such time a Defaulting Lender hereunder, unless the L/C
Issuer has entered into satisfactory arrangements with the applicable L/C Party with
respect to such Letter of Credit or such Lender to eliminate the L/C Issuer&#146;s risk
with respect to such Lender.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;The L/C Issuer shall not amend any Letter of Credit if the L/C Issuer would not be
permitted at such time to issue such Letter of Credit in its amended form under the terms
hereof.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;The L/C Issuer shall be under no obligation to amend any Letter of Credit if (A)
the L/C Issuer would have no obligation at such time to issue such Letter of Credit in its
amended form under the terms hereof, or (B)&nbsp;the beneficiary of such Letter of Credit does
not accept the proposed amendment to such Letter of Credit.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;The L/C Issuer shall act on behalf of the Lenders with respect to any Letters of
Credit issued by it and the documents associated therewith, and the L/C Issuer shall have
all of the benefits and immunities (A)&nbsp;provided to the Administrative Agent in <U>Article
IX</U> with respect to any acts taken or omissions suffered by the L/C Issuer in connection
with Letters of Credit issued by it or proposed to be issued by it and Issuer Documents
pertaining to such Letters of Credit as fully as if the term &#147;Administrative Agent&#148; as used
in <U>Article&nbsp;IX</U> included the L/C Issuer with respect to such acts or omissions, and
(B)&nbsp;as additionally provided herein with respect to the L/C Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Procedures for Issuance and Amendment of Letters of Credit; Auto-Extension Letters of
Credit</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;Each Letter of Credit shall be issued or amended, as the case may be, upon the
request of Toro delivered to the L/C Issuer (with a copy to the Administrative Agent) in the
form of a Letter of Credit Application, appropriately completed and signed by a Responsible
Officer of Toro. Such Letter of Credit Application must be received by the L/C Issuer and
the Administrative Agent not later than 11:00&nbsp;a.m. at least two Business Days prior to the
proposed issuance date or date of amendment, as the case may be. In the case of a request
for an initial issuance of a Letter of Credit, such Letter of Credit Application shall
specify in form and detail satisfactory to the L/C Issuer: (A)&nbsp;the proposed issuance date of
the requested Letter of Credit (which shall be a Business Day); (B)&nbsp;the amount thereof; (C)
the expiry date thereof; (D)&nbsp;the name and address of the beneficiary thereof; (E)&nbsp;the
documents to be presented by such beneficiary in case of any drawing thereunder; (F)&nbsp;the
full text of any certificate to be presented by such beneficiary in case of any drawing
thereunder; (G)&nbsp;the applicable L/C Party for which such Letter of Credit is requested to be
issued; and (H)&nbsp;such other matters as the L/C Issuer may require. In the case of a request
for an amendment of any outstanding Letter of Credit, such Letter of Credit Application
shall specify in form and detail satisfactory to the L/C Issuer (A)&nbsp;the Letter of Credit to
be amended; (B)&nbsp;the proposed date of amendment thereof (which shall be a Business Day); (C)
the nature of the proposed amendment; and (D)&nbsp;such other matters as the L/C Issuer may
require. Additionally, Toro shall furnish to the L/C Issuer and the Administrative Agent
such other documents and information pertaining to such requested Letter of Credit issuance
or amendment, including any Issuer Documents, as the L/C Issuer or the Administrative Agent
may require.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;Promptly after receipt of any Letter of Credit Application, the L/C Issuer will
confirm with the Administrative Agent (by telephone or in writing) that the Administrative
Agent has received a copy of such Letter of Credit Application from Toro and, if not, the
L/C Issuer will provide the Administrative Agent with a copy thereof. Unless the L/C Issuer
has received written notice from any Lender, the Administrative Agent or any Loan Party, at
least one Business Day prior to the requested date of issuance or amendment of the
applicable Letter of Credit, that one or more applicable conditions contained in <U>Article
IV</U> shall not then be satisfied, then, subject to the terms and conditions hereof, the
L/C Issuer shall, on the requested date, issue a Letter of Credit for the account of the
applicable L/C Party or enter into the applicable amendment, as the case may be, in each
case in accordance with the L/C Issuer&#146;s usual and customary business practices.
Immediately upon the issuance of each Letter of Credit, each Lender shall be deemed to, and
hereby irrevocably and unconditionally agrees to, purchase from the L/C Issuer a risk
participation in such Letter of Credit in an amount equal to the product of such Lender&#146;s
Applicable Percentage <U>times</U> the amount of such Letter of Credit.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;If Toro so requests in any applicable Letter of Credit Application, the L/C
Issuer may, in its sole and absolute discretion, agree to issue a Letter of Credit that has
automatic extension provisions (each, an &#147;<U>Auto-Extension</U> <U>Letter of Credit</U>&#148;);
<U>provided</U> that any such Auto-Extension Letter of Credit must permit the L/C Issuer to
prevent any such extension at least once in each twelve-month period (commencing with the
date of issuance of such Letter of Credit) by giving prior notice to the beneficiary thereof
not later than a day (the &#147;<U>Non-Extension Notice Date</U>&#148;) in each such twelve-month
period to be agreed upon at the time such Letter of Credit is issued. Unless otherwise
directed by the L/C Issuer, neither Toro nor the applicable L/C Party shall be required to
make a specific request to the L/C Issuer for any such extension. Once an Auto-Extension
Letter of Credit has been issued, the Lenders shall be deemed to have authorized (but may
not require) the L/C Issuer to permit the extension of such Letter of Credit at any time to
an expiry date not later than the Letter of Credit Expiration Date; <U>provided</U>,
<U>however</U>, that the L/C Issuer shall not permit any such extension if (A)&nbsp;the L/C
Issuer has determined that it would not be permitted, or would have no obligation, at such
time to issue such Letter of Credit in its revised form (as extended) under the terms hereof
(by reason of the provisions of clause (ii)&nbsp;or (iii)&nbsp;of <U>Section&nbsp;2.03(a)</U> or
otherwise), or (B)&nbsp;it has received notice (which may be by telephone or in writing) on or
before the day that is five Business Days before the Non-Extension Notice Date (1)&nbsp;from the
Administrative Agent that the Required Lenders have elected not to permit such extension or
(2)&nbsp;from the Administrative Agent, any Lender or any Loan Party that one or more of the
applicable conditions specified in <U>Section&nbsp;4.02</U> is not then satisfied, and in each
such case directing the L/C Issuer not to permit such extension.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;Promptly after its delivery of any Letter of Credit or any amendment to a Letter
of Credit to an advising bank with respect thereto or to the beneficiary thereof, the L/C
Issuer will also deliver to the applicable L/C Party and the Administrative Agent a true and
complete copy of such Letter of Credit or amendment.



<P align="left" style="margin-left:4%; font-size: 12pt">(c) <U>Drawings and Reimbursements; Funding of Participations</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;Upon receipt from the beneficiary of any Letter of Credit of any notice of a
drawing under such Letter of Credit, the L/C Issuer shall notify the applicable L/C Party
and the Administrative Agent thereof. Not later than 11:00&nbsp;a.m. on the date of any payment
by the L/C Issuer under a Letter of Credit (each such date, an &#147;<U>Honor Date</U>&#148;), the
applicable L/C Party shall reimburse the L/C Issuer through the Administrative Agent in an
amount equal to the amount of such drawing. If the applicable L/C Party fails to so
reimburse the L/C Issuer by such time, the Administrative Agent shall promptly notify each
Lender of the Honor Date, the amount of the unreimbursed drawing (the &#147;<U>Unreimbursed
Amount</U>&#148;), and the amount of such Lender&#146;s Applicable Percentage thereof. In such event,
the applicable L/C Party shall be deemed to have requested a Committed Borrowing of Base
Rate Loans to be disbursed on the Honor Date in an amount equal to the Unreimbursed Amount,
without regard to the minimum and multiples specified in <U>Section&nbsp;2.02</U> for the
principal amount of Base Rate Loans, but subject to the amount of the unutilized portion of
the Aggregate Commitments and the conditions set forth in <U>Section&nbsp;4.02</U> (other than
the delivery of a Committed Loan Notice). Any notice given by the L/C Issuer or the
Administrative Agent pursuant to this <U>Section&nbsp;2.03(c)(i)</U> may be given by telephone
if immediately confirmed in writing; <U>provided</U> that the lack of such an immediate
confirmation shall not affect the conclusiveness or binding effect of such notice.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;Each Lender shall upon any notice pursuant to <U>Section&nbsp;2.03(c)(i)</U> make
funds available to the Administrative Agent for the account of the L/C Issuer, in Dollars,
at the Administrative Agent&#146;s Office for Dollar-denominated payments in an amount equal to
its Applicable Percentage of the Unreimbursed Amount not later than 1:00 p.m. on the
Business Day specified in such notice by the Administrative Agent, whereupon, subject to the
provisions of <U>Section&nbsp;2.03(c)(iii)</U>, each Lender that so makes funds available shall
be deemed to have made a Base Rate Committed Loan to the applicable L/C Party in such
amount. The Administrative Agent shall remit the funds so received to the L/C Issuer in
Dollars.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;With respect to any Unreimbursed Amount that is not fully refinanced by a
Committed Borrowing of Base Rate Loans because the conditions set forth in <U>Section
4.02</U> cannot be satisfied or for any other reason, the applicable L/C Party shall be
deemed to have incurred from the L/C Issuer an L/C Borrowing in the amount of the
Unreimbursed Amount that is not so refinanced, which L/C Borrowing shall be due and payable
on demand (together with interest) and shall bear interest at the Default Rate. In such
event, each Lender&#146;s payment to the Administrative Agent for the account of the L/C Issuer
pursuant to <U>Section&nbsp;2.03(c)(ii)</U> shall be deemed payment in respect of its
participation in such L/C Borrowing and shall constitute an L/C Advance from such Lender in
satisfaction of its participation obligation under this <U>Section&nbsp;2.03</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;Until each Lender funds its Committed Loan or L/C Advance pursuant to this
<U>Section&nbsp;2.03(c)</U> to reimburse the L/C Issuer for any amount drawn under any Letter of
Credit, interest in respect of such Lender&#146;s Applicable Percentage of such amount shall be
solely for the account of the L/C Issuer.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;Each Lender&#146;s obligation to make Committed Loans or L/C Advances to reimburse the
L/C Issuer for amounts drawn under Letters of Credit, as contemplated by this <U>Section
2.03(c)</U>, shall be absolute and unconditional and shall not be affected by any
circumstance, including (A)&nbsp;any setoff, counterclaim, recoupment, defense or other right
which such Lender may have against the L/C Issuer, either L/C Party, any Subsidiary or any
other Person for any reason whatsoever; (B)&nbsp;the occurrence or continuance of a Default, or
(C)&nbsp;any other occurrence, event or condition, whether or not similar to any of the
foregoing; <U>provided</U>, <U>however</U>, that each Lender&#146;s obligation to make
Committed Loans pursuant to this <U>Section&nbsp;2.03(c)</U> is subject to the conditions set
forth in <U>Section&nbsp;4.02</U> (other than delivery by an L/C Party of a Committed Loan
Notice). No such making of an L/C Advance shall relieve or otherwise impair the obligation
of the applicable L/C Party to reimburse the L/C Issuer for the amount of any payment made
by the L/C Issuer under any Letter of Credit, together with interest as provided herein.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;If any Lender fails to make available to the Administrative Agent for the account
of the L/C Issuer any amount required to be paid by such Lender pursuant to the foregoing
provisions of this <U>Section&nbsp;2.03(c)</U> by the time specified in <U>Section
2.03(c)(ii)</U>, the L/C Issuer shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to the L/C Issuer at a rate per annum equal to the applicable
Overnight Rate from time to time in effect. A certificate of the L/C Issuer submitted to
any Lender (through the Administrative Agent) with respect to any amounts owing under this
clause (vi)&nbsp;shall be conclusive absent manifest error.



<P align="left" style="margin-left:4%; font-size: 12pt">(d) <U>Repayment of Participations</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;At any time after the L/C Issuer has made a payment under any Letter of Credit and
has received from any Lender such Lender&#146;s L/C Advance in respect of such payment in
accordance with <U>Section&nbsp;2.03(c)</U>, if the Administrative Agent receives for the
account of the L/C Issuer any payment in respect of the related Unreimbursed Amount or
interest thereon (whether directly from the applicable L/C Party or otherwise, including
proceeds of Cash Collateral applied thereto by the Administrative Agent), the Administrative
Agent will distribute to such Lender its Applicable Percentage thereof (appropriately
adjusted, in the case of interest payments, to reflect the period of time during which such
Lender&#146;s L/C Advance was outstanding) in Dollars and in the same funds as those received by
the Administrative Agent.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;If any payment received by the Administrative Agent for the account of the L/C
Issuer pursuant to <U>Section&nbsp;2.03(c)(i)</U> is required to be returned under any of the
circumstances described in <U>Section&nbsp;11.05</U> (including pursuant to any settlement
entered into by the L/C Issuer in its discretion), each Lender shall pay to the
Administrative Agent for the account of the L/C Issuer its Applicable Percentage thereof on
demand of the Administrative Agent, plus interest thereon from the date of such demand to
the date such amount is returned by such Lender, at a rate per annum equal to the applicable
Overnight Rate from time to time in effect. The obligations of the Lenders under this
clause shall survive the payment in full of the Obligations and the termination of this
Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Obligations Absolute</U>. The obligation of each L/C Party to reimburse the L/C
Issuer for each drawing under each Letter of Credit issued for its account and to repay each
related L/C Borrowing shall be absolute, unconditional and irrevocable, and shall be paid strictly
in accordance with the terms of this Agreement under all circumstances, including the following:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;any lack of validity or enforceability of such Letter of Credit, this Agreement, or
any other Loan Document;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the existence of any claim, counterclaim, setoff, defense or other right that
either L/C Party or any Subsidiary may have at any time against any beneficiary or any
transferee of such Letter of Credit (or any Person for whom any such beneficiary or any such
transferee may be acting), the L/C Issuer or any other Person, whether in connection with
this Agreement, the transactions contemplated hereby or by such Letter of Credit or any
agreement or instrument relating thereto, or any unrelated transaction;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;any draft, demand, certificate or other document presented under such 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 such
Letter of Credit;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;any payment by the L/C Issuer under such Letter of Credit against presentation of
a draft or certificate that does not strictly comply with the terms of such Letter of
Credit; or any payment made by the L/C Issuer under such 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 other representative of or successor to any beneficiary
or any transferee of such Letter of Credit, including any arising in connection with any
proceeding under any Debtor Relief Law; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;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, the L/C Parties or any Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 4%">The applicable L/C Party shall promptly examine a copy of each Letter of Credit and each
amendment thereto that is delivered to it and, in the event of any claim of noncompliance with
Toro&#146;s instructions or other irregularity, the applicable L/C Party will immediately notify the L/C
Issuer. The applicable L/C Party shall be conclusively deemed to have waived any such claim
against the L/C Issuer and its correspondents unless such notice is given as aforesaid.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Role of L/C Issuer</U>. Each Lender and each L/C Party agree that, in paying any
drawing under a Letter of Credit, the L/C Issuer shall not have any responsibility to obtain any
document (other than any sight draft, certificates and documents 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. None of the L/C Issuer, the
Administrative Agent, any of their respective Related Parties nor any correspondent, participant or
assignee of the L/C Issuer shall be liable to any Lender for (i)&nbsp;any action taken or omitted in
connection herewith at the request or with the approval of the Lenders or the Required Lenders, as
applicable; (ii)&nbsp;any action taken or omitted in the absence of gross negligence or willful
misconduct; or (iii)&nbsp;the due execution, effectiveness, validity or enforceability of any document
or instrument related to any Letter of Credit or Issuer Document. Each L/C Party hereby assumes
all risks of the acts or omissions of any beneficiary or transferee with respect to its use of any
Letter of Credit; <U>provided</U>, <U>however</U>, that this assumption is not intended to, and
shall not, preclude the applicable L/C Party from pursuing such rights and remedies as it may have
against the beneficiary or transferee at law or under any other agreement. None of the L/C Issuer,
the Administrative Agent, any of their respective Related Parties nor any correspondent,
participant or assignee of the L/C Issuer shall be liable or responsible for any of the matters
described in clauses (i)&nbsp;through (v)&nbsp;of <U>Section&nbsp;2.03(e)</U>; <U>provided</U>, <U>however</U>,
that anything in such clauses to the contrary notwithstanding, the applicable L/C Party may have a
claim against the L/C Issuer, and the L/C Issuer may be liable to the applicable L/C Party, to the
extent, but only to the extent, of any direct, as opposed to consequential or exemplary, damages
suffered by the applicable L/C Party which such L/C Party proves were caused by the L/C Issuer&#146;s
willful misconduct or gross negligence or the L/C Issuer&#146;s willful failure to pay under any Letter
of Credit issued for the account of such L/C/ Party 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, the L/C Issuer 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 the L/C Issuer 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.



<P align="left" style="margin-left:4%; font-size: 12pt">(g) <U>Cash Collateral</U>. (i)&nbsp;Upon the request of the Administrative Agent, (A)&nbsp;if the
L/C Issuer has honored any full or partial drawing request under any Letter of Credit and
such drawing has resulted in an L/C Borrowing, or (B)&nbsp;if, as of the Letter of Credit
Expiration Date, any L/C Obligation for any reason remains outstanding, the L/C Parties
shall, in each case, immediately Cash Collateralize the then Outstanding Amount of all L/C
Obligations.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;In addition, if the Administrative Agent notifies Toro at any time that the
Outstanding Amount of all L/C Obligations at such time exceeds the Letter of Credit Sublimit
then in effect, then, within two Business Days after receipt of such notice, the L/C Parties
shall Cash Collateralize the L/C Obligations in an amount equal to the amount by which the
Outstanding Amount of all L/C Obligations exceeds the Letter of Credit Sublimit.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;The Administrative Agent may, at any time and from time to time after the initial
deposit of Cash Collateral, request that additional Cash Collateral be provided in order to
protect against the results of exchange rate fluctuations.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv) <U>Sections&nbsp;2.05</U> and <U>8.02(c)</U> set forth certain additional
requirements to deliver Cash Collateral hereunder. For purposes of this <U>Section
2.03</U>, <U>Section&nbsp;2.05</U> and <U>Section&nbsp;8.02(c)</U>, &#147;<U>Cash Collateralize</U>&#148;
means to pledge and deposit with or deliver to the Administrative Agent, for the benefit of
the L/C Issuer and the Lenders, as collateral for the L/C Obligations, cash or deposit
account balances pursuant to documentation in form and substance satisfactory to the
Administrative Agent and the L/C Issuer (which documents are hereby consented to by the
Lenders). Each L/C Party hereby grants to the Administrative Agent, for the benefit of the
L/C Issuer and the Lenders, a security interest in all such cash, deposit accounts and all
balances therein and all proceeds of the foregoing. Cash Collateral shall be maintained in
blocked, non-interest bearing deposit accounts at Bank of America.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;<U>Applicability of ISP and UCP</U>. Unless otherwise expressly agreed by the L/C Issuer
and Toro or the applicable L/C Party when a Letter of Credit is issued (including any such
agreement applicable to an Existing Letter of Credit), the rules of the ISP shall apply to each
standby Letter of Credit.


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;<U>Letter of Credit Fees</U>. The L/C Parties shall pay to the Administrative Agent for
the account of each Lender in accordance with its Applicable Percentage, in Dollars, a Letter of
Credit fee (the &#147;<U>Letter of Credit Fee</U>&#148;) for each Letter of Credit equal to the Applicable
Rate <U>times</U> the Dollar Equivalent of the daily amount available to be drawn under such
Letter of Credit. For purposes of computing the daily amount available to be drawn under any
Letter of Credit, the amount of such Letter of Credit shall be determined in accordance with
<U>Section&nbsp;1.08</U>. Letter of Credit Fees shall be (i)&nbsp;computed on a quarterly basis in arrears
and (ii)&nbsp;due and payable on the first Business Day after the end of each March, June, September and
December, commencing with the first such date to occur after the issuance of such Letter of Credit,
on the Letter of Credit Expiration Date and thereafter on demand. If there is any change in the
Applicable Rate during any quarter, the daily amount available to be drawn under each Letter of
Credit shall be computed and multiplied by the Applicable Rate separately for each period during
such quarter that such Applicable Rate was in effect. Notwithstanding anything to the contrary
contained herein, while any Event of Default exists, all Letter of Credit Fees shall accrue at the
Default Rate.


<P align="left" style="font-size: 12pt; text-indent: 4%">(j)&nbsp;<U>Fronting Fee and Documentary and Processing Charges Payable to L/C Issuer</U>. The
L/C Parties shall pay directly to the L/C Issuer for its own account, in Dollars, a fronting fee
with respect to each Letter of Credit, at the rate per annum specified in the Fee Letter, computed
on the Dollar Equivalent of the daily amount available to be drawn under such Letter of Credit on
a quarterly basis in arrears, and due and payable on the first Business Day after the end of each
March, June, September and December, commencing with the first such date to occur after the
issuance of such Letter of Credit, on the Letter of Credit Expiration Date and thereafter on
demand. For purposes of computing the daily amount available to be drawn under any Letter of
Credit, the amount of such Letter of Credit shall be determined in accordance with <U>Section
1.08</U>. In addition, the L/C Parties shall pay directly to the L/C Issuer for its own account,
in Dollars, the customary issuance, presentation, amendment and other processing fees, and other
standard costs and charges, of the L/C Issuer relating to letters of credit as from time to time in
effect. Such customary fees and standard costs and charges are due and payable on demand and are
nonrefundable.


<P align="left" style="font-size: 12pt; text-indent: 4%">(k)&nbsp;<U>Conflict with Issuer Documents</U>. In the event of any conflict between the terms
hereof and the terms of any Issuer Document, the terms hereof shall control.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>2.04 Swing Line Loans.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>The Swing Line</U>. Subject to the terms and conditions set forth herein, the Swing
Line Lender agrees, in reliance upon the agreements of the other Lenders set forth in this
<U>Section&nbsp;2.04</U>, to make loans in Dollars (each such loan, a &#147;<U>Swing Line Loan</U>&#148;) to a
Swing Line Borrower from time to time on any Business Day during the Availability Period in an
aggregate amount not to exceed at any time outstanding the amount of the Swing Line Sublimit,
notwithstanding the fact that such Swing Line Loans, when aggregated with the Applicable Percentage
of the Outstanding Amount of Committed Loans and L/C Obligations of the Lender acting as Swing Line
Lender, may exceed the amount of such Lender&#146;s Commitment; <U>provided</U>, <U>however</U>, that
after giving effect to any Swing Line Loan, (i)&nbsp;the Total Outstandings shall not exceed the
Aggregate Commitments, and (ii)&nbsp;the aggregate Outstanding Amount of the Committed Loans of any
Lender, <U>plus</U> such Lender&#146;s Applicable Percentage of the Outstanding Amount of all L/C
Obligations, <U>plus</U> such Lender&#146;s Applicable Percentage of the Outstanding Amount of all
Swing Line Loans shall not exceed such Lender&#146;s Commitment, and <U>provided</U>, <U>further</U>,
that neither Swing Line Borrower shall use the proceeds of any Swing Line Loan to refinance any
outstanding Swing Line Loan. Within the foregoing limits, and subject to the other terms and
conditions hereof, either Swing Line Borrower may borrow under this <U>Section&nbsp;2.04</U>, prepay
under <U>Section&nbsp;2.05</U>, and reborrow under this <U>Section&nbsp;2.04</U>. Each Swing Line Loan
shall bear interest at a per annum rate quoted to Toro by the Swing Line Lender on the date any
Swing Line Loan shall be requested. Immediately upon the making of a Swing Line Loan, each Lender
shall be deemed to, and hereby irrevocably and unconditionally agrees to, purchase from the Swing
Line Lender a risk participation in such Swing Line Loan in an amount equal to the product of such
Lender&#146;s Applicable Percentage <U>times</U> the amount of such Swing Line Loan.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Borrowing Procedures</U>. Each Swing Line Borrowing shall be made upon the
irrevocable notice by Toro to the Swing Line Lender and the Administrative Agent, which may be
given by telephone. Each such notice must be received by the Swing Line Lender and the
Administrative Agent not later than 1:00 p.m. on the requested borrowing date, and shall specify
(i)&nbsp;the amount to be borrowed, which shall be a minimum of $500,000, (ii)&nbsp;the requested borrowing
date, which shall be a Business Day, and (iii)&nbsp;the applicable Swing Line Borrower. Each such
telephonic notice must be confirmed promptly by delivery to the Swing Line Lender and the
Administrative Agent of a written Swing Line Loan Notice, appropriately completed and signed by a
Responsible Officer of Toro. Promptly after receipt by the Swing Line Lender of any telephonic
Swing Line Loan Notice, the Swing Line Lender will confirm with the Administrative Agent (by
telephone or in writing) that the Administrative Agent has also received such Swing Line Loan
Notice and, if not, the Swing Line Lender will notify the Administrative Agent (by telephone or in
writing) of the contents thereof. Unless the Swing Line Lender has received notice (by telephone
or in writing) from the Administrative Agent (including at the request of any Lender) prior to 2:00
p.m. on the date of the proposed Swing Line Borrowing (A)&nbsp;directing the Swing Line Lender not to
make such Swing Line Loan as a result of the limitations set forth in the proviso to the first
sentence of <U>Section&nbsp;2.04(a)</U>, or (B)&nbsp;that one or more of the applicable conditions specified
in <U>Article&nbsp;IV</U> is not then satisfied, then, subject to the terms and conditions hereof, the
Swing Line Lender will, not later than 3:00 p.m. on the borrowing date specified in such Swing Line
Loan Notice, make the amount of its Swing Line Loan available to the applicable Swing Line Borrower
at its office by crediting the account of the Swing Line Borrower on the books of the Swing Line
Lender in Same Day Funds.



<P align="left" style="margin-left:4%; font-size: 12pt">(c) <U>Refinancing of Swing Line Loans</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;The Swing Line Lender at any time in its sole and absolute discretion may request,
on behalf of the applicable Swing Line Borrower (which hereby irrevocably authorizes the
Swing Line Lender to so request on its behalf), that each Lender make a Base Rate Committed
Loan in an amount equal to such Lender&#146;s Applicable Percentage of the amount of Swing Line
Loans then outstanding. Such request shall be made in writing (which written request shall
be deemed to be a Committed Loan Notice for purposes hereof) and in accordance with the
requirements of <U>Section&nbsp;2.02</U>, without regard to the minimum and multiples specified
therein for the principal amount of Base Rate Loans, but subject to the unutilized portion
of the Aggregate Commitments and the conditions set forth in <U>Section&nbsp;4.02</U>. The
Swing Line Lender shall furnish Toro with a copy of the applicable Committed Loan Notice
promptly after delivering such notice to the Administrative Agent. Each Lender shall make
an amount equal to its Applicable Percentage of the amount specified in such Committed Loan
Notice available to the Administrative Agent in Same Day Funds for the account of the Swing
Line Lender at the Administrative Agent&#146;s Office for Dollar-denominated payments not later
than 1:00 p.m. on the day specified in such Committed Loan Notice, whereupon, subject to
<U>Section&nbsp;2.04(c)(ii)</U>, each Lender that so makes funds available shall be deemed to
have made a Base Rate Committed Loan to the applicable Swing Line Borrower in such amount.
The Administrative Agent shall remit the funds so received to the Swing Line Lender.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;If for any reason any Swing Line Loan cannot be refinanced by such a Committed
Borrowing in accordance with <U>Section&nbsp;2.04(c)(i)</U>, the request for Base Rate Committed
Loans submitted by the Swing Line Lender as set forth herein shall be deemed to be a request
by the Swing Line Lender that each of the Lenders fund its risk participation in the
relevant Swing Line Loan and each Lender&#146;s payment to the Administrative Agent for the
account of the Swing Line Lender pursuant to <U>Section&nbsp;2.04(c)(i)</U> shall be deemed
payment in respect of such participation.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;If any Lender fails to make available to the Administrative Agent for the account
of the Swing Line Lender any amount required to be paid by such Lender pursuant to the
foregoing provisions of this <U>Section&nbsp;2.04(c)</U> by the time specified in <U>Section
2.04(c)(i)</U>, the Swing Line Lender shall be entitled to recover from such Lender (acting
through the Administrative Agent), on demand, such amount with interest thereon for the
period from the date such payment is required to the date on which such payment is
immediately available to the Swing Line Lender at a rate per annum equal to the applicable
Overnight Rate from time to time in effect. A certificate of the Swing Line Lender
submitted to any Lender (through the Administrative Agent) with respect to any amounts owing
under this clause (iii)&nbsp;shall be conclusive absent manifest error.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;Each Lender&#146;s obligation to make Committed Loans or to purchase and fund risk
participations in Swing Line Loans pursuant to this <U>Section&nbsp;2.04(c)</U> shall be
absolute and unconditional and shall not be affected by any circumstance, including (A)&nbsp;any
setoff, counterclaim, recoupment, defense or other right which such Lender may have against
the Swing Line Lender, either Swing Line Borrower or any other Person for any reason
whatsoever, (B)&nbsp;the occurrence or continuance of a Default, or (C)&nbsp;any other occurrence,
event or condition, whether or not similar to any of the foregoing; <U>provided</U>,
<U>however</U>, that each Lender&#146;s obligation to make Committed Loans pursuant to this
<U>Section&nbsp;2.04(c)</U> is subject to the conditions set forth in <U>Section&nbsp;4.02</U>. No
such funding of risk participations shall relieve or otherwise impair the obligation of each
Swing Line Borrower to repay Swing Line Loans, together with interest as provided herein.



<P align="left" style="margin-left:4%; font-size: 12pt">(d) <U>Repayment of Participations</U>.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;At any time after any Lender has purchased and funded a risk participation in a
Swing Line Loan, if the Swing Line Lender receives any payment on account of such Swing Line
Loan, the Swing Line Lender will distribute to such Lender its Applicable Percentage of such
payment (appropriately adjusted, in the case of interest payments, to reflect the period of
time during which such Lender&#146;s risk participation was funded) in the same funds as those
received by the Swing Line Lender.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;If any payment received by the Swing Line Lender in respect of principal or
interest on any Swing Line Loan is required to be returned by the Swing Line Lender under
any of the circumstances described in <U>Section&nbsp;11.05</U> (including pursuant to any
settlement entered into by the Swing Line Lender in its discretion), each Lender shall pay
to the Swing Line Lender its Applicable Percentage thereof on demand of the Administrative
Agent, plus interest thereon from the date of such demand to the date such amount is
returned, at a rate per annum equal to the applicable Overnight Rate. The Administrative
Agent will make such demand upon the request of the Swing Line Lender. The obligations of
the Lenders under this clause shall survive the payment in full of the Obligations and the
termination of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Interest for Account of Swing Line Lender</U>. The Swing Line Lender shall be
responsible for invoicing each Swing Line Borrower for interest on the Swing Line Loans. Until
each Lender funds its Base Rate Committed Loan or risk participation pursuant to this <U>Section
2.04</U> to refinance such Lender&#146;s Applicable Percentage of any Swing Line Loan, interest in
respect of such Applicable Percentage shall be solely for the account of the Swing Line Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Payments Directly to Swing Line Lender</U>. Each Swing Line Borrower shall make all
payments of principal and interest in respect of the Swing Line Loans directly to the Swing Line
Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.05 Prepayments. </B>(a)&nbsp;Each Borrower may, upon notice from Toro to the Administrative Agent,
at any time or from time to time voluntarily prepay Committed Loans in whole or in part without
premium or penalty; <U>provided</U> that (i)&nbsp;such notice must be received by the Administrative
Agent not later than 11:00&nbsp;a.m. (A)&nbsp;three Business Days prior to any date of prepayment of
Eurocurrency Rate Loans denominated in Dollars, (B)&nbsp;four Business Days (or five, in the case of
prepayment of Loans denominated in Special Notice Currencies) prior to any date of prepayment of
Eurocurrency Rate Loans denominated in Alternative Currencies, and (C)&nbsp;on the date of prepayment of
Base Rate Committed Loans; (ii)&nbsp;any prepayment of Eurocurrency Rate Loans denominated in Dollars
shall be in a principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof;
(iii)&nbsp;any prepayment of Eurocurrency Rate Loans denominated in Alternative Currencies shall be in a
minimum principal amount of $5,000,000 or a whole multiple of $1,000,000 in excess thereof; and
(iv)&nbsp;any prepayment of Base Rate Committed Loans shall be in a principal amount of $500,000 or a
whole multiple of $100,000 in excess thereof or, in each case, if less, the entire principal amount
thereof then outstanding. Each such notice shall specify the date and amount of such prepayment
and the Type(s) of Committed Loans to be prepaid and, if Eurocurrency Loans are to be prepaid, the
Interest Period(s) of such Loans. The Administrative Agent will promptly notify each Lender of its
receipt of each such notice, and of the amount of such Lender&#146;s Applicable Percentage of such
prepayment. Once such notice is given by Toro, the applicable Borrower shall make such prepayment
and the payment amount specified in such notice shall be due and payable on the date specified
therein. Any prepayment of a Eurocurrency Rate Loan shall be accompanied by all accrued interest
on the amount prepaid, together with any additional amounts required pursuant to <U>Section
3.05</U>. Each such prepayment shall be applied to the Committed Loans of the Lenders in
accordance with their respective Applicable Percentages.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;A Swing Line Borrower may, upon notice by Toro to the Swing Line Lender (with a copy to
the Administrative Agent), at any time or from time to time, voluntarily prepay Swing Line Loans in
whole or in part without premium or penalty; <U>provided</U> that (i)&nbsp;such notice must be received
by the Swing Line Lender and the Administrative Agent not later than 1:00 p.m. on the date of the
prepayment, and (ii)&nbsp;any such prepayment shall be in a minimum principal amount of $100,000. Each
such notice shall specify the date and amount of such prepayment. Once such notice is given by
Toro, the applicable Swing Line Borrower shall make such prepayment and the payment amount
specified in such notice shall be due and payable on the date specified therein.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;If the Administrative Agent notifies Toro at any time that the Total Outstandings at such
time exceed an amount equal to the Aggregate Commitments then in effect, then, within two Business
Days after receipt of such notice, the Borrowers shall prepay Loans and/or Toro shall Cash
Collateralize the L/C Obligations in an aggregate amount sufficient to reduce such Outstanding
Amount as of such date of payment to an amount not to exceed the Aggregate Commitments then in
effect; <U>provided</U>, <U>however</U>, that, subject to the provisions of <U>Section
2.03(g)(ii)</U>, Toro shall not be required to Cash Collateralize the L/C Obligations pursuant to
this <U>Section&nbsp;2.05(c)</U> unless after the prepayment in full of the Loans the Total
Outstandings exceed the Aggregate Commitments then in effect. The Administrative Agent may, at any
time and from time to time after the initial deposit of such Cash Collateral, request that
additional Cash Collateral be provided in order to protect against the results of further exchange
rate fluctuations.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.06 Termination or Reduction of Commitments. </B>The Borrowers may, upon notice by Toro to the
Administrative Agent, terminate the Aggregate Commitments, or from time to time permanently reduce
the Aggregate Commitments; <U>provided</U> that (i)&nbsp;any such notice shall be received by the
Administrative Agent not later than 11:00&nbsp;a.m. five Business Days prior to the date of termination
or reduction, (ii)&nbsp;any such partial reduction shall be in an aggregate amount of $10,000,000 or any
whole multiple of $1,000,000 in excess thereof, (iii)&nbsp;the Borrowers shall not terminate or reduce
the Aggregate Commitments if, after giving effect thereto and to any concurrent prepayments
hereunder, the Total Outstandings would exceed the Aggregate Commitments, and (iv)&nbsp;if, after giving
effect to any reduction of the Aggregate Commitments, the Letter of Credit Sublimit or the Swing
Line Sublimit exceeds the amount of the Aggregate Commitments, such Sublimit shall be automatically
reduced by the amount of such excess. The Administrative Agent will promptly notify the Lenders of
any such notice of termination or reduction of the Aggregate Commitments. The amount of any such
Aggregate Commitment reduction shall not be applied to the Letter of Credit Sublimit unless
otherwise specified by Toro. Any reduction of the Aggregate Commitments shall be applied to the
Commitment of each Lender according to its Applicable Percentage. All fees accrued until the
effective date of any termination of the Aggregate Commitments shall be paid on the effective date
of such termination.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.07 Repayment of Loans. </B>(a)&nbsp;Each Borrower shall repay to the Lenders on the Maturity Date
the aggregate principal amount of Committed Loans made to such Borrower outstanding on such date.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The applicable Swing Line Borrower shall repay each Swing Line Loan on the earliest to
occur of (i)&nbsp;the Maturity Date and (ii)&nbsp;the date of demand by the Swing Line Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.08 Interest. </B>(a)&nbsp;Subject to the provisions of subsection (b)&nbsp;below, (i)&nbsp;each Eurocurrency
Rate Loan shall bear interest on the outstanding principal amount thereof for each Interest Period
at a rate per annum equal to the Eurocurrency Rate for such Interest Period <U>plus</U> the
Applicable Rate <U>plus</U> (in the case of a Eurocurrency Rate Loan of any Lender which is lent
from a Lending Office in the United Kingdom or a Participating Member State) the Mandatory Cost;
(ii)&nbsp;each Base Rate Committed Loan shall bear interest on the outstanding principal amount thereof
from the applicable borrowing date at a rate per annum equal to the Base Rate; and (iii)&nbsp;each Swing
Line Loan shall bear interest on the outstanding principal amount thereof from the applicable
borrowing date at a per annum rate quoted to Toro by the Swing Line Lender on the date any Swing
Line Loan shall be requested.



<P align="left" style="margin-left:4%; font-size: 12pt">(b) (i)&nbsp;If any amount of principal of any Loan is not paid when due (without regard to any
applicable grace periods), whether at stated maturity, by acceleration or otherwise, such
amount shall thereafter bear interest at a fluctuating interest rate per annum at all times
equal to the Default Rate to the fullest extent permitted by applicable Laws.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;If any amount (other than principal of any Loan) payable by any Borrower under any
Loan Document is not paid when due (without regard to any applicable grace periods), whether
at stated maturity, by acceleration or otherwise, then upon the request of the Required
Lenders, such amount shall thereafter bear interest at a fluctuating interest rate per annum
at all times equal to the Default Rate to the fullest extent permitted by applicable Laws.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;Upon the request of the Required Lenders, while any Event of Default exists, the
Borrowers shall pay interest on the principal amount of all outstanding Obligations
hereunder at a fluctuating interest rate per annum at all times equal to the Default Rate to
the fullest extent permitted by applicable Laws.



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;Accrued and unpaid interest on past due amounts (including interest on past due
interest) shall be due and payable upon demand.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Interest on each Loan shall be due and payable in arrears on each Interest Payment Date
applicable thereto and at such other times as may be specified herein. Interest hereunder shall be
due and payable in accordance with the terms hereof before and after judgment, and before and after
the commencement of any proceeding under any Debtor Relief Law.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.09 Fees. </B>In addition to certain fees described in subsections (i)&nbsp;and (j)&nbsp;of <U>Section
2.03</U>:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Facility Fee</U>. The Borrowers shall pay to the Administrative Agent for the account
of each Lender in accordance with its Applicable Percentage, a facility fee in Dollars equal to the
Applicable Rate <U>times</U> the actual daily amount of the Aggregate Commitments (or, if the
Aggregate Commitments have terminated, on the Outstanding Amount of all Committed Loans, Swing Line
Loans and L/C Obligations), regardless of usage. The facility fee shall accrue at all times during
the Availability Period (and thereafter so long as any Committed Loans, Swing Line Loans or L/C
Obligations remain outstanding), including at any time during which one or more of the conditions
in <U>Article&nbsp;IV</U> is not met, and shall be due and payable quarterly in arrears on the last
Business Day of each March, June, September and December, commencing with the first such date to
occur after the Closing Date, and on the Maturity Date (and, if applicable, thereafter on demand).
The facility fee shall be calculated quarterly in arrears, and if there is any change in the
Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the
Applicable Rate separately for each period during such quarter that such Applicable Rate was in
effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Utilization Fee</U>. The Borrowers shall pay to the Administrative Agent for the
account of each Lender in accordance with its Applicable Percentage, a utilization fee in Dollars
equal to the Applicable Rate <U>times</U> the Total Outstandings on each day that the Total
Outstandings exceed 50% of the actual daily amount of the Aggregate Commitments then in effect (or,
if terminated, in effect immediately prior to such termination). The utilization fee shall be due
and payable quarterly in arrears on the last Business Day of each March, June, September and
December, commencing with the first such date to occur after the Closing Date, and on the Maturity
Date. The utilization fee shall be calculated quarterly in arrears and if there is any change in
the Applicable Rate during any quarter, the daily amount shall be computed and multiplied by the
Applicable Rate for each period during which such Applicable Rate was in effect. The utilization
fee shall accrue at all times, including at any time during which one or more of the conditions in
<U>Article&nbsp;IV</U> is not met.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Other Fees</U>. (i)&nbsp;Toro shall pay to the Arranger and the Administrative Agent for
their own respective accounts, in Dollars, fees in the amounts and at the times specified in the
Fee Letter. Such fees shall be fully earned when paid and shall not be refundable for any reason
whatsoever.


<P align="left" style="font-size: 12pt; text-indent: 4%">(ii)&nbsp;Toro shall pay to the Lenders, in Dollars, such fees as shall have been separately agreed
upon in writing in the amounts and at the times so specified. Such fees shall be fully earned when
paid and shall not be refundable for any reason whatsoever.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.10 Computation of Interest and Fees. </B>All computations of interest for Base Rate Loans when
the Base Rate is determined by Bank of America&#146;s &#147;prime rate&#148; shall be made on the basis of a year
of 365 or 366&nbsp;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 (which results in
more fees or interest, as applicable, being paid than if computed on the basis of a 365-day year),
or, in the case of interest in respect of Committed Loans denominated in Alternative Currencies as
to which market practice differs from the foregoing, in accordance with such market practice.
Interest shall accrue on each Loan for the day on which the Loan is made, and shall not accrue on a
Loan, or any portion thereof, for the day on which the Loan or such portion is paid,
<U>provided</U> that any Loan that is repaid on the same day on which it is made shall, subject to
<U>Section&nbsp;2.12(a)</U>, bear interest for one day. Each determination by the Administrative Agent
of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent
manifest error.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.11 Evidence of Debt. </B>(a)&nbsp;The Credit Extensions made by each Lender shall be evidenced by
one or more accounts or records maintained by such Lender and by the Administrative Agent in the
ordinary course of business. The accounts or records maintained by the Administrative Agent and
each Lender shall be conclusive absent manifest error of the amount of the Credit Extensions made
by the Lenders to the Borrowers and the interest and payments thereon. Any failure to so record or
any error in doing so shall not, however, limit or otherwise affect the obligation of the Borrowers
hereunder to pay any amount owing with respect to the Obligations. In the event of any conflict
between the accounts and records maintained by any Lender and the accounts and records of the
Administrative Agent in respect of such matters, the accounts and records of the Administrative
Agent shall control in the absence of manifest error. Upon the request of any Lender to a Borrower
made through the Administrative Agent, such Borrower shall execute and deliver to such Lender
(through the Administrative Agent) a Note, which shall evidence such Lender&#146;s Loans to such
Borrower in addition to such accounts or records. Each Lender may attach schedules to a Note and
endorse thereon the date, Type (if applicable), amount, currency and maturity of its Loans and
payments with respect thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;In addition to the accounts and records referred to in subsection (a), each Lender and the
Administrative Agent shall maintain in accordance with its usual practice accounts or records
evidencing the purchases and sales by such Lender of participations in Letters of Credit and Swing
Line Loans. In the event of any conflict between the accounts and records maintained by the
Administrative Agent and the accounts and records of any Lender in respect of such matters, the
accounts and records of the Administrative Agent shall control in the absence of manifest error.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.12 Payments Generally; Administrative Agent&#146;s Clawback. </B>(a) <U>General</U>. All payments
to be made by the Borrowers shall be made without condition or deduction for any counterclaim,
defense, recoupment or setoff. Except as otherwise expressly provided herein and except with
respect to principal of and interest on Loans denominated in an Alternative Currency, all payments
by the Borrowers hereunder shall be made to the Administrative Agent, for the account of the
respective Lenders to which such payment is owed, at the applicable Administrative Agent&#146;s Office
in Dollars and in Same Day Funds not later than 2:00 p.m. on the date specified herein. Except as
otherwise expressly provided herein, all payments by the Borrowers hereunder with respect to
principal and interest on Loans denominated in an Alternative Currency shall be made to the
Administrative Agent, for the account of the respective Lenders to which such payment is owed, at
the applicable Administrative Agent&#146;s Office in such Alternative Currency and in Same Day Funds not
later than the Applicable Time specified by the Administrative Agent on the dates specified herein.
Without limiting the generality of the foregoing, the Administrative Agent may require that any
payments due under this Agreement be made in the United States. If, for any reason, any Borrower
is prohibited by any Law from making any required payment hereunder in an Alternative Currency,
such Borrower shall make such payment in Dollars in the Dollar Equivalent of the Alternative
Currency payment amount. The Administrative Agent will promptly distribute to each Lender its
Applicable Percentage (or other applicable share as provided herein) of such payment in like funds
as received by wire transfer to such Lender&#146;s Lending Office. All payments received by the
Administrative Agent (i)&nbsp;after 2:00 p.m., in the case of payments in Dollars, or (ii)&nbsp;after the
Applicable Time specified by the Administrative Agent in the case of payments in an Alternative
Currency, shall in each case be deemed received on the next succeeding Business Day and any
applicable interest or fee shall continue to accrue. If any payment to be made by any Borrower
shall come due on a day other than a Business Day, payment shall be made on the next following
Business Day, and such extension of time shall be reflected in computing interest or fees, as the
case may be.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;(i) <U>Funding by Lenders; Presumption by Administrative Agent</U>. Unless the
Administrative Agent shall have received notice from a Lender prior to the proposed date of any
Committed Borrowing that such Lender will not make available to the Administrative Agent such
Lender&#146;s share of such Committed Borrowing, the Administrative Agent may assume that such Lender
has made such share available on such date in accordance with <U>Section&nbsp;2.02</U> and may, in
reliance upon such assumption, make available to the applicable Borrower a corresponding amount.
In such event, if a Lender has not in fact made its share of the applicable Committed Borrowing
available to the Administrative Agent, then the applicable Lender and the applicable Borrower
severally agree to pay to the Administrative Agent forthwith on demand such corresponding amount in
Same Day Funds with interest thereon, for each day from and including the date such amount is made
available to such Borrower to but excluding the date of payment to the Administrative Agent, at (A)
in the case of a payment to be made by such Lender, the Overnight Rate and (B)&nbsp;in the case of a
payment to be made by such Borrower, the interest rate applicable to Base Rate Loans. If such
Borrower and such Lender shall pay such interest to the Administrative Agent for the same or an
overlapping period, the Administrative Agent shall promptly remit to such Borrower the amount of
such interest paid by such Borrower for such period. If such Lender pays its share of the
applicable Committed Borrowing to the Administrative Agent, then the amount so paid shall
constitute such Lender&#146;s Committed Loan included in such Committed Borrowing. Any payment by such
Borrower shall be without prejudice to any claim such Borrower may have against a Lender that shall
have failed to make such payment to the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">(ii)&nbsp;<U>Payments by Borrowers; Presumptions by Administrative Agent</U>. Unless the
Administrative Agent shall have received notice from a Borrower prior to the date on which any
payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer
hereunder that such Borrower will not make such payment, the Administrative Agent may assume that
such Borrower has made such payment on such date in accordance herewith and may, in reliance upon
such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due.
In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the
L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on
demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest
thereon, for each day from and including the date such amount is distributed to it to but excluding
the date of payment to the Administrative Agent, at the Overnight Rate.


<P align="left" style="font-size: 12pt; text-indent: 4%">A notice of the Administrative Agent to any Lender or any Borrower with respect to any amount
owing under this subsection (b)&nbsp;shall be conclusive, absent manifest error.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Failure to Satisfy Conditions Precedent</U>. If any Lender makes available to the
Administrative Agent funds for any Loan to be made by such Lender to any Borrower as provided in
the foregoing provisions of this <U>Article&nbsp;II</U>, and such funds are not made available to such
Borrower by the Administrative Agent because the conditions to the applicable Credit Extension set
forth in <U>Article&nbsp;IV</U> 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 Lender) to such
Lender, without interest.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Obligations of Lenders Several</U>. The obligations of the Lenders hereunder to make
Committed Loans, to fund participations in Letters of Credit and Swing Line Loans and to make
payments pursuant to <U>Section&nbsp;11.04(c)</U> are several and not joint. The failure of any Lender
to make any Committed Loan, to fund any such participation or to make any payment under <U>Section
11.04(c)</U> on any date required hereunder shall not relieve any other Lender of its corresponding
obligation to do so on such date, and no Lender shall be responsible for the failure of any other
Lender to so make its Committed Loan, to purchase its participation or to make its payment under
<U>Section&nbsp;11.04(c)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Funding Source</U>. Nothing herein shall be deemed to obligate any Lender to obtain
the funds for any Loan in any particular place or manner or to constitute a representation by any
Lender that it has obtained or will obtain the funds for any Loan in any particular place or
manner.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>2.13 Sharing of Payments by Lenders. </B>If any Lender shall, by exercising any right of setoff
or counterclaim or otherwise, obtain payment in respect of any principal of or interest on any of
the Committed Loans made by it, or the participations in L/C Obligations or in Swing Line Loans
held by it resulting in such Lender&#146;s receiving payment of a proportion of the aggregate amount of
such Committed Loans or participations and accrued interest thereon greater than its <U>pro</U>
<U>rata</U> share thereof as provided herein, then the Lender receiving such greater proportion
shall (a)&nbsp;notify the Administrative Agent of such fact, and (b)&nbsp;purchase (for cash at face value)
participations in the Committed Loans and subparticipations in L/C Obligations and Swing Line Loans
of the other Lenders, or make such other adjustments as shall be equitable, so that the benefit of
all such payments shall be shared by the Lenders ratably in accordance with the aggregate amount of
principal of and accrued interest on their respective Committed Loans and other amounts owing them,
<U>provided</U> that:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;if any such participations or subparticipations are purchased and all or any
portion of the payment giving rise thereto is recovered, such participations or
subparticipations shall be rescinded and the purchase price restored to the extent of such
recovery, without interest; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;the provisions of this Section shall not be construed to apply to (x)&nbsp;any payment
made by a Borrower pursuant to and in accordance with the express terms of this Agreement or
(y)&nbsp;any payment obtained by a Lender as consideration for the assignment of or sale of a
participation in any of its Committed Loans or subparticipations in L/C Obligations or Swing
Line Loans to any assignee or participant, other than to Toro or any Subsidiary thereof (as
to which the provisions of this Section shall apply).


<P align="left" style="font-size: 12pt; text-indent: 4%">Each Loan Party consents to the foregoing and agrees, to the extent it may effectively do so
under applicable law, that any Lender acquiring a participation pursuant to the foregoing
arrangements may exercise against such Loan Party rights of setoff and counterclaim with respect to
such participation as fully as if such Lender were a direct creditor of such Loan Party in the
amount of such participation.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>2.14 Increase in Commitments.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Request for Increase</U>. Provided there exists no Default and the Borrowers have not
exercised their right to reduce the Aggregate Commitments pursuant to <U>Section&nbsp;2.06</U>, upon
notice to the Administrative Agent (which shall promptly notify the Lenders), Toro may from time to
time, request an increase in the Aggregate Commitments by an amount up to $50,000,000;
<U>provided</U> that any such request for an increase shall be in a minimum amount of $25,000,000.
At the time of sending such notice, Toro (in consultation with the Administrative Agent) shall
specify the time period within which each Lender is requested to respond (which shall in no event
be less than ten Business Days from the date of delivery of such notice to the Lenders).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Lender Elections to Increase</U>. Each Lender shall notify the Administrative Agent
within such time period whether or not it agrees to increase its Commitment and, if so, whether by
an amount equal to, greater than, or less than its Applicable Percentage of such requested
increase. Any Lender not responding within such time period shall be deemed to have declined to
increase its Commitment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Notification by Administrative Agent; Additional Lenders</U>. The Administrative
Agent shall notify Toro and each Lender of the Lenders&#146; responses to each request made hereunder.
To achieve the full amount of a requested increase and subject to the approval of the
Administrative Agent and the L/C Issuer (which approvals shall not be unreasonably withheld), Toro
may also invite additional Eligible Assignees to become Lenders pursuant to a joinder agreement in
form and substance satisfactory to the Administrative Agent and its counsel.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Effective Date and Allocations</U>. If the Aggregate Commitments are increased in
accordance with this Section, the Administrative Agent and Toro shall determine the effective date
(the &#147;<U>Increase Effective Date</U>&#148;) and the final allocation of such increase. The
Administrative Agent shall promptly notify Toro and the Lenders of the final allocation of such
increase and the Increase Effective Date.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Conditions to Effectiveness of Increase</U>. As a condition precedent to such
increase, Toro shall deliver to the Administrative Agent a certificate of each Loan Party dated as
of the Increase Effective Date (in sufficient copies for each Lender) signed by a Responsible
Officer of such Loan Party (i)&nbsp;certifying and attaching the resolutions adopted by such Loan Party
approving or consenting to such increase, and (ii)&nbsp;certifying that, before and after giving effect
to such increase, (A)&nbsp;the representations and warranties contained in <U>Article&nbsp;V</U> and the
other Loan Documents are true and correct on and as of the Extension Effective Date, except to the
extent that such representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and except that for purposes of this
<U>Section&nbsp;2.14</U>, the representations and warranties contained in subsections (a)&nbsp;and (b)&nbsp;of
<U>Section&nbsp;5.05</U> shall be deemed to refer to the most recent statements furnished pursuant to
clauses (a)&nbsp;and (b), respectively, of <U>Section&nbsp;6.01</U>, and (B)&nbsp;no Default exists. The
Borrowers shall prepay any Committed Loans outstanding on the Increase Effective Date (and pay any
additional amounts required pursuant to <U>Section&nbsp;3.05</U>) to the extent necessary to keep the
outstanding Committed Loans ratable with any revised Applicable Percentages arising from any
nonratable increase in the Commitments under this Section.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Conflicting Provisions</U>. This Section shall supersede any provisions in
<U>Sections&nbsp;2.13</U> or <U>11.01</U> to the contrary.


<P align="center" style="font-size: 12pt"><B>ARTICLE III.</B>



<P align="center" style="font-size: 12pt"><B>TAXES, YIELD PROTECTION AND ILLEGALITY</B>




<P align="left" style="margin-left:4%; font-size: 12pt"><B>3.01 Taxes.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Payments Free of Taxes</U>. Any and all payments by or on account of any obligation
of the respective Borrowers hereunder or under any other Loan Document shall be made free and clear
of and without reduction or withholding for any Indemnified Taxes or Other Taxes, <U>provided</U>
that if the applicable Borrower shall be required by applicable law to deduct any Indemnified Taxes
(including any Other Taxes) from such payments, then (i)&nbsp;the sum payable shall be increased as
necessary so that after making all required deductions (including deductions applicable to
additional sums payable under this Section) the Administrative Agent, each Lender or L/C Issuer, as
the case may be, receives an amount equal to the sum it would have received had no such deductions
been made, (ii)&nbsp;such Borrower shall make such deductions and (iii)&nbsp;such Borrower shall timely pay
the full amount deducted to the relevant Governmental Authority in accordance with applicable law.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Payment of Other Taxes by the Borrowers</U>. Without limiting the provisions of
subsection (a)&nbsp;above, each Borrower shall timely pay any Other Taxes to the relevant Governmental
Authority in accordance with applicable law.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Indemnification by the Borrowers</U>. Each Borrower shall indemnify the
Administrative Agent, each Lender and the L/C Issuer, within 10&nbsp;days after demand therefor, for the
full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes
imposed or asserted on or attributable to amounts payable under this Section) paid by the
Administrative Agent, such Lender or the L/C Issuer, as the case may be, and any penalties,
interest and reasonable expenses arising therefrom or with respect thereto, whether or not such
Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant
Governmental Authority. A certificate as to the amount of such payment or liability delivered to a
Borrower by a Lender or the L/C Issuer (with a copy to the Administrative Agent), or by the
Administrative Agent on its own behalf or on behalf of a Lender or the L/C Issuer, shall be
conclusive absent manifest error.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Evidence of Payments</U>. As soon as practicable after any payment of Indemnified
Taxes or Other Taxes by any Borrower to a Governmental Authority, such Borrower shall deliver to
the Administrative Agent the original or a certified copy of a receipt issued by such Governmental
Authority evidencing such payment, a copy of the return reporting such payment or other evidence of
such payment reasonably satisfactory to the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Status of Lenders</U>. Any Foreign Lender that is entitled to an exemption from or
reduction of withholding tax under the law of the jurisdiction in which a Borrower is resident for
tax purposes, or any treaty to which such jurisdiction is a party, with respect to payments
hereunder or under any other Loan Document shall deliver to Toro (with a copy to the Administrative
Agent), at the time or times prescribed by applicable law or reasonably requested by Toro or the
Administrative Agent, such properly completed and executed documentation prescribed by applicable
law as will permit such payments to be made without withholding or at a reduced rate of
withholding. In addition, any Lender, if requested by Toro or the Administrative Agent, shall
deliver such other documentation prescribed by applicable law or reasonably requested by Toro or
the Administrative Agent as will enable Toro or the Administrative Agent to determine whether or
not such Lender is subject to backup withholding or information reporting requirements.


<P align="left" style="font-size: 12pt; text-indent: 4%">Without limiting the generality of the foregoing, in the event that a Borrower is resident for
tax purposes in the United States, any Foreign Lender shall deliver to Toro and the Administrative
Agent (in such number of copies as shall be requested by the recipient) on or prior to the date on
which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter
upon the request of Toro or the Administrative Agent, but only if such Foreign Lender is legally
entitled to do so), whichever of the following is applicable:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;duly completed copies of Internal Revenue Service Form W-8BEN claiming eligibility
for benefits of an income tax treaty to which the United States is a party,



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;duly completed copies of Internal Revenue Service Form W-8ECI,



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;in the case of a Foreign Lender claiming the benefits of the exemption for
portfolio interest under section 881(c) of the Code, (x)&nbsp;a certificate to the effect that
such Foreign Lender is not (A)&nbsp;a &#147;bank&#148; within the meaning of section 881(c)(3)(A) of the
Code, (B)&nbsp;a &#147;10&nbsp;percent shareholder&#148; of the applicable Borrower within the meaning of
section 881(c)(3)(B) of the Code, or (C)&nbsp;a &#147;controlled foreign corporation&#148; described in
section 881(c)(3)(C) of the Code and (y)&nbsp;duly completed copies of Internal Revenue Service
Form W-8BEN, or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;any other form prescribed by applicable law as a basis for claiming exemption from
or a reduction in United States Federal withholding tax duly completed together with such
supplementary documentation as may be prescribed by applicable law to permit Toro to
determine the withholding or deduction required to be made.


<P align="left" style="font-size: 12pt; text-indent: 4%">Without limiting the obligations of the Lenders set forth above regarding delivery of certain
forms and documents to establish each Lender&#146;s status for U.S. withholding tax purposes, each
Lender agrees promptly to deliver to the Administrative Agent or Toro, as the Administrative Agent
or Toro shall reasonably request, on or prior to the Closing Date, and in a timely fashion
thereafter, such other documents and forms required by any relevant taxing authorities under the
Laws of any other jurisdiction, duly executed and completed by such Lender, as are required under
such Laws to confirm such Lender&#146;s entitlement to any available exemption from, or reduction of,
applicable withholding taxes in respect of all payments to be made to such Lender outside of the
U.S. by the Borrowers pursuant to this Agreement or otherwise to establish such Lender&#146;s status for
withholding tax purposes in such other jurisdiction. Each Lender shall promptly (i)&nbsp;notify the
Administrative Agent of any change in circumstances which would modify or render invalid any such
claimed exemption or reduction, and (ii)&nbsp;take such steps as shall not be materially disadvantageous
to it, in the reasonable judgment of such Lender, and as may be reasonably necessary (including the
re-designation of its Lending Office) to avoid any requirement of applicable Laws of any such
jurisdiction that any Borrower make any deduction or withholding for taxes from amounts payable to
such Lender. Additionally, each of the Borrowers shall promptly deliver to the Administrative
Agent or any Lender, as the Administrative Agent or such Lender shall reasonably request, on or
prior to the Closing Date, and in a timely fashion thereafter, such documents and forms required by
any relevant taxing authorities under the Laws of any jurisdiction, duly executed and completed by
such Borrower, as are required to be furnished by such Lender or the Administrative Agent under
such Laws in connection with any payment by the Administrative Agent or any Lender of Taxes or
Other Taxes, or otherwise in connection with the Loan Documents, with respect to such jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Treatment of Certain Refunds</U>. If the Administrative Agent, any Lender or the L/C
Issuer determines, in its sole discretion, that it has received a refund of any Taxes or Other
Taxes as to which it has been indemnified by any Borrower or with respect to which any Borrower has
paid additional amounts pursuant to this Section, it shall pay to such Borrower an amount equal to
such refund (but only to the extent of indemnity payments made, or additional amounts paid, by such
Borrower under this Section with respect to the Taxes or Other Taxes giving rise to such refund),
net of all out-of-pocket expenses of the Administrative Agent, such Lender or the L/C Issuer, as
the case may be, and without interest (other than any interest paid by the relevant Governmental
Authority with respect to such refund), <U>provided</U> that each Borrower, upon the request of
the Administrative Agent, such Lender or the L/C Issuer, agrees to repay the amount paid over to
such Borrower (plus any penalties, interest or other charges imposed by the relevant Governmental
Authority) to the Administrative Agent, such Lender or the L/C Issuer in the event the
Administrative Agent, such Lender or the L/C Issuer is required to repay such refund to such
Governmental Authority. This subsection shall not be construed to require the Administrative
Agent, any Lender or the L/C Issuer to make available its tax returns (or any other information
relating to its taxes that it deems confidential) to any Borrower or any other Person.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.02 Illegality. </B>If any Lender determines that any Law has made it unlawful, or that any
Governmental Authority has asserted that it is unlawful, for any Lender or its applicable Lending
Office to make, maintain or fund Eurocurrency Rate Loans (whether denominated in Dollars or an
Alternative Currency), or to determine or charge interest rates based upon the Eurocurrency Rate,
or any Governmental Authority has imposed material restrictions on the authority of such Lender to
purchase or sell, or to take deposits of, Dollars or any Alternative Currency in the applicable
interbank market, then, on notice thereof by such Lender to Toro through the Administrative Agent,
any obligation of such Lender to make or continue Eurocurrency Rate Loans in the affected currency
or currencies or, in the case of Eurocurrency Rate Loans in Dollars, to convert Base Rate Committed
Loans to Eurocurrency Rate Loans, shall be suspended until such Lender notifies the Administrative
Agent and Toro that the circumstances giving rise to such determination no longer exist. Upon
receipt of such notice, the Borrowers shall, upon demand from such Lender (with a copy to the
Administrative Agent), prepay or, if applicable and such Loans are denominated in Dollars, convert
all such Eurocurrency Rate Loans of such Lender to Base Rate Loans, either on the last day of the
Interest Period therefor, if such Lender may lawfully continue to maintain such Eurocurrency Rate
Loans to such day, or immediately, if such Lender may not lawfully continue to maintain such
Eurocurrency Rate Loans. Upon any such prepayment or conversion, the Borrowers shall also pay
accrued interest on the amount so prepaid or converted.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.03 Inability to Determine Rates. </B>If the Required Lenders determine that for any reason in
connection with any request for a Eurocurrency Rate Loan or a conversion to or continuation thereof
that (a)&nbsp;deposits (whether in Dollars or an Alternative Currency) are not being offered to banks in
the applicable offshore interbank market for such currency for the applicable amount and Interest
Period of such Eurocurrency Rate Loan, (b)&nbsp;adequate and reasonable means do not exist for
determining the Eurocurrency Rate for any requested Interest Period with respect to a proposed
Eurocurrency Rate Loan (whether denominated in Dollars or an Alternative Currency), or (c)&nbsp;the
Eurocurrency Rate for any requested Interest Period with respect to a proposed Eurocurrency Rate
Loan does not adequately and fairly reflect the cost to such Lenders of funding such Eurocurrency
Rate Loan, the Administrative Agent will promptly so notify Toro and each Lender. Thereafter, the
obligation of the Lenders to make or maintain Eurocurrency Rate Loans in the affected currency or
currencies shall be suspended until the Administrative Agent (upon the instruction of the Required
Lenders) revokes such notice. Upon receipt of such notice, Toro may revoke any pending request for
a Borrowing of, conversion to or continuation of Eurocurrency Rate Loans in the affected currency
or currencies or, failing that, will be deemed to have converted such request into a request for a
Committed Borrowing of Base Rate Loans in the amount specified therein.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>3.04 Increased Costs; Reserves on Eurocurrency Rate Loans.</B>



<P align="left" style="margin-left:4%; font-size: 12pt">(a) <U>Increased Costs Generally</U>. If any Change in Law shall:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;impose, modify or deem applicable any reserve, special deposit, compulsory loan,
insurance charge or similar requirement against assets of, deposits with or for the account
of, or credit extended or participated in by, any Lender (except (A)&nbsp;any reserve requirement
contemplated by <U>Section&nbsp;3.04(e)</U> and (B)&nbsp;the requirements of the Bank of England and
the Financial Services Authority or the European Central Bank reflected in the Mandatory
Cost, other than as set forth below) or the L/C Issuer;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;subject any Lender or the L/C Issuer to any tax of any kind whatsoever with
respect to this Agreement, any Letter of Credit, any participation in a Letter of Credit or
any Eurocurrency Loan made by it, or change the basis of taxation of payments to such Lender
or the L/C Issuer in respect thereof (except for Indemnified Taxes or Other Taxes covered by
<U>Section&nbsp;3.01</U> and the imposition of, or any change in the rate of, any Excluded Tax
payable by such Lender or the L/C Issuer);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;shall result in the Mandatory Cost, as calculated hereunder, not representing the
cost to any Lender of complying with the requirements of the Bank of England and/or the
Financial Services Authority or the European Central Bank in relation to its making, funding
or maintaining Eurocurrency Rate Loans; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;impose on any Lender or the L/C Issuer or the London interbank market any other
condition, cost or expense affecting this Agreement or Eurocurrency Loans made by such
Lender or any Letter of Credit or participation therein;


<P align="left" style="font-size: 12pt">and the result of any of the foregoing shall be to increase the cost to such Lender of making or
maintaining any Eurocurrency Loan (or of maintaining its obligation to make any such Loan), or to
increase the cost to such Lender or the L/C Issuer of participating in, issuing or maintaining any
Letter of Credit (or of maintaining its obligation to participate in or to issue any Letter of
Credit), or to reduce the amount of any sum received or receivable by such Lender or the L/C Issuer
hereunder (whether of principal, interest or any other amount) then, upon request of such Lender or
the L/C Issuer, Toro will pay to such Lender or the L/C Issuer, as the case may be, such additional
amount or amounts as will compensate such Lender or the L/C Issuer, as the case may be, for such
additional costs incurred or reduction suffered.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Capital Requirements</U>. If any Lender or the L/C Issuer determines that any Change
in Law affecting such Lender or the L/C Issuer or any Lending Office of such Lender or such
Lender&#146;s or the L/C Issuer&#146;s holding company, if any, regarding capital requirements has or would
have the effect of reducing the rate of return on such Lender&#146;s or the L/C Issuer&#146;s capital or on
the capital of such Lender&#146;s or the L/C Issuer&#146;s holding company, if any, as a consequence of this
Agreement, the Commitments of such Lender or the Loans made by, or participations in Letters of
Credit held by, such Lender, or the Letters of Credit issued by the L/C Issuer, to a level below
that which such Lender or the L/C Issuer or such Lender&#146;s or the L/C Issuer&#146;s holding company could
have achieved but for such Change in Law (taking into consideration such Lender&#146;s or the L/C
Issuer&#146;s policies and the policies of such Lender&#146;s or the L/C Issuer&#146;s holding company with
respect to capital adequacy), then from time to time the Borrowers will pay to such Lender or the
L/C Issuer, as the case may be, such additional amount or amounts as will compensate such Lender or
the L/C Issuer or such Lender&#146;s or the L/C Issuer&#146;s holding company for any such reduction
suffered.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Certificates for Reimbursement</U>. A certificate of a Lender or the L/C Issuer
setting forth the amount or amounts necessary to compensate such Lender or the L/C Issuer or its
holding company, as the case may be, as specified in subsection (a)&nbsp;or (b)&nbsp;of this Section and
delivered to Toro shall be conclusive absent manifest error. The Borrowers shall pay such Lender
or the L/C Issuer, as the case may be, the amount shown as due on any such certificate within 10
days after receipt thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Delay in Requests</U>. Failure or delay on the part of any Lender or the L/C Issuer
to demand compensation pursuant to the foregoing provisions of this Section shall not constitute a
waiver of such Lender&#146;s or the L/C Issuer&#146;s right to demand such compensation, <U>provided</U>
that no Borrower shall be required to compensate a Lender or the L/C Issuer pursuant to the
foregoing provisions of this Section for any increased costs incurred or reductions suffered more
than nine months prior to the date that such Lender or the L/C Issuer, as the case may be, notifies
Toro of the Change in Law giving rise to such increased costs or reductions and of such Lender&#146;s or
the L/C Issuer&#146;s intention to claim compensation therefor (except that, if the Change in Law giving
rise to such increased costs or reductions is retroactive, then the nine-month period referred to
above shall be extended to include the period of retroactive effect thereof).


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Additional Reserve Requirements</U>. The Borrowers shall pay to each Lender, (i)&nbsp;as
long as such Lender shall be required to maintain reserves with respect to liabilities or assets
consisting of or including Eurocurrency funds or deposits (currently known as &#147;Eurocurrency
liabilities&#148;), additional interest on the unpaid principal amount of each Eurocurrency Rate Loan
equal to the actual costs of such reserves allocated to such Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive), and (ii)&nbsp;as long as such
Lender shall be required to comply with any reserve ratio requirement or analogous requirement of
any other central banking or financial regulatory authority imposed in respect of the maintenance
of the Commitments or the funding of the Eurocurrency Rate Loans, such additional costs (expressed
as a percentage per annum and rounded upwards, if necessary, to the nearest five decimal places)
equal to the actual costs allocated to such Commitment or Loan by such Lender (as determined by
such Lender in good faith, which determination shall be conclusive, which in each case shall be due
and payable on each date on which interest is payable on such Loan, <U>provided</U> Toro shall
have received at least 10&nbsp;days&#146; prior notice (with a copy to the Administrative Agent) of such
additional interest or costs from such Lender. If a Lender fails to give notice 10&nbsp;days prior to
the relevant Interest Payment Date, such additional interest or costs shall be due and payable 10
days from receipt of such notice.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.05 Compensation for Losses. </B>Upon demand of any Lender (with a copy to the Administrative
Agent) from time to time, the Borrowers shall promptly compensate such Lender for and hold such
Lender harmless from any loss, cost or expense incurred by it as a result of:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;any continuation, conversion, payment or prepayment of any Loan other than a Base Rate
Loan on a day other than the last day of the Interest Period for such Loan (whether voluntary,
mandatory, automatic, by reason of acceleration, or otherwise);


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;any failure by any Borrower (for a reason other than the failure of such Lender to make a
Loan) to prepay, borrow, continue or convert any Loan other than a Base Rate Loan on the date or in
the amount notified by Toro;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;any failure by any Borrower to make payment of any Loan or drawing under any Letter of
Credit (or interest due thereon) denominated in an Alternative Currency on its scheduled due date
or any payment thereof in a different currency; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;any assignment of a Eurocurrency Rate Loan on a day other than the last day of the
Interest Period therefor as a result of a request by Toro pursuant to <U>Section&nbsp;11.13</U>;


<P align="left" style="font-size: 12pt">including any loss of anticipated profits, any foreign exchange losses and any loss or expense
arising from the liquidation or reemployment of funds obtained by it to maintain such Loan, from
fees payable to terminate the deposits from which such funds were obtained or from the performance
of any foreign exchange contract. The Borrowers shall also pay (or cause the applicable Designated
Borrower to pay) any customary administrative fees charged by such Lender in connection with the
foregoing.


<P align="left" style="font-size: 12pt">For purposes of calculating amounts payable by the Borrowers to the Lenders under this <U>Section
3.05</U>, each Lender shall be deemed to have funded each Eurocurrency Rate Loan made by it at the
Eurocurrency Rate for such Loan by a matching deposit or other borrowing in the offshore interbank
market for such currency for a comparable amount and for a comparable period, whether or not such
Eurocurrency Rate Loan was in fact so funded.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>3.06 Mitigation Obligations; Replacement of Lenders.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Designation of a Different Lending Office</U>. If any Lender requests compensation
under <U>Section&nbsp;3.04</U>, or any Borrower is required to pay any additional amount to any Lender
or any Governmental Authority for the account of any Lender pursuant to <U>Section&nbsp;3.01</U>, or if
any Lender gives a notice pursuant to <U>Section&nbsp;3.02</U>, then such Lender shall use reasonable
efforts to designate a different Lending Office for funding or booking its Loans hereunder or to
assign its rights and obligations hereunder to another of its offices, branches or affiliates, if,
in the judgment of such Lender, such designation or assignment (i)&nbsp;would eliminate or reduce
amounts payable pursuant to <U>Section&nbsp;3.01</U> or <U>3.04</U>, as the case may be, in the
future, or eliminate the need for the notice pursuant to <U>Section&nbsp;3.02</U>, as applicable, and
(ii)&nbsp;in each case, would not subject such Lender to any unreimbursed cost or expense and would not
otherwise be disadvantageous to such Lender. The Borrowers hereby agree to pay all reasonable
costs and expenses incurred by any Lender in connection with any such designation or assignment.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Replacement of Lenders</U>. If any Lender requests compensation under <U>Section
3.04</U>, or if any Borrower is required to pay any additional amount to any Lender or any
Governmental Authority for the account of any Lender pursuant to <U>Section&nbsp;3.01</U>, Toro may
replace such Lender in accordance with <U>Section&nbsp;11.13</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>3.07 Survival. </B>All of the Borrowers&#146; obligations under this <U>Article&nbsp;III</U> shall survive
termination of the Aggregate Commitments and repayment of all other Obligations hereunder.


<P align="center" style="font-size: 12pt"><B>ARTICLE IV.</B>



<P align="center" style="font-size: 12pt"><B>CONDITIONS PRECEDENT TO CREDIT EXTENSIONS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.01 Conditions of Initial Credit Extension. </B>The obligation of the L/C Issuer and each Lender
to make its initial Credit Extension hereunder is subject to satisfaction of the following
conditions precedent:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Administrative Agent&#146;s receipt of the following, each of which shall be originals or
telecopies (followed promptly by originals) unless otherwise specified, each properly executed by a
Responsible Officer of the signing Loan Party, each dated the Closing Date (or, in the case of
certificates of governmental officials, a recent date before the Closing Date) and each in form and
substance satisfactory to the Administrative Agent and each of the Lenders:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;executed counterparts of this Agreement, sufficient in number for distribution to
the Administrative Agent, each Lender and Toro;



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;Notes executed by the Borrowers in favor of each Lender requesting Notes;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;such certificates of resolutions or other action, incumbency certificates and/or
other certificates of Responsible Officers of each Loan Party as the Administrative Agent
may require evidencing the identity, authority and capacity of each Responsible Officer
thereof authorized to act as a Responsible Officer in connection with this Agreement and the
other Loan Documents to which such Loan Party is a party;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;such documents and certifications as the Administrative Agent may reasonably
require to evidence that each Loan Party is duly organized or formed, and that each of the
Borrowers is validly existing, in good standing and qualified to engage in business in the
jurisdiction of its principal place of business;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(v)&nbsp;consolidated financial statements of Toro and its Subsidiaries for the fiscal years
ended 2001, 2002 and 2003, including balance sheets, income and cash flow statements audited
by independent public accountants of recognized national standing and prepared in conformity
with GAAP, and such other financial information as the Administrative Agent may request;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vi)&nbsp;a favorable opinion of Oppenheimer, Wolff &#038; Donnelly LLP, counsel to the Loan
Parties, addressed to the Administrative Agent and each Lender, as to the matters set forth
in <U>Exhibit&nbsp;F</U> and such other matters concerning the Loan Parties and the Loan
Documents as the Required Lenders may reasonably request;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(vii)&nbsp;a certificate of a Responsible Officer of each Loan Party either (A)&nbsp;attaching
copies of all consents, licenses and approvals required in connection with the execution,
delivery and performance by such Loan Party and the validity against such Loan Party of the
Loan Documents to which it is a party, and such consents, licenses and approvals shall be in
full force and effect, or (B)&nbsp;stating that no such consents, licenses or approvals are so
required;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(viii)&nbsp;a certificate signed by a Responsible Officer of Toro certifying (A)&nbsp;that the
conditions specified in <U>Sections&nbsp;4.02(a)</U> and <U>(b)</U> have been satisfied, and
(B)&nbsp;that there has been no event or circumstance since the date of the Audited Financial
Statements that has resulted or could reasonably be expected to result in a Material Adverse
Effect; (C)&nbsp;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 to
affect any transaction contemplated under this Agreement or any Loan Document or the ability
of any Borrower to perform its respective obligations under this Agreement or any Loan
Document; and (D)&nbsp;the current Debt Ratings;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ix)&nbsp;a duly completed Compliance Certificate as of the last day of the fiscal quarter
of Toro most recently ended prior to the Closing Date, signed by a Responsible Officer of
Toro;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(x)&nbsp;evidence that the Existing Credit Agreement has been or concurrently with the
Closing Date is being terminated, all indebtedness thereunder has been paid and satisfied in
full and all Liens if any securing obligations under the Existing Credit Agreement have been
or concurrently with the Closing Date are being released; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(xi)&nbsp;such other assurances, certificates, documents, consents or opinions as the
Administrative Agent, the L/C Issuer, the Swing Line Lender or the Required Lenders
reasonably may require.



<P align="left" style="margin-left:4%; font-size: 12pt">(b)&nbsp;Any fees required to be paid on or before the Closing Date shall have been paid.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Unless waived by the Administrative Agent, Toro shall have paid all fees, charges and
disbursements of counsel to the Administrative Agent to the extent invoiced prior to or on the
Closing Date, plus such additional amounts of such fees, charges and disbursements as shall
constitute its reasonable estimate of such fees, charges and disbursements incurred or to be
incurred by it through the closing proceedings (provided that such estimate shall not thereafter
preclude a final settling of accounts between Toro and the Administrative Agent).


<P align="left" style="font-size: 12pt; text-indent: 4%">Without limiting the generality of the provisions of <U>Section&nbsp;9.04</U>, for purposes of
determining compliance with the conditions specified in this <U>Section&nbsp;4.01</U>, each Lender 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 required thereunder to be consented to or approved by
or acceptable or satisfactory to a Lender unless the Administrative Agent shall have received
notice from such Lender prior to the proposed Closing Date specifying its objection thereto.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>4.02 Conditions to all Credit Extensions. </B>The obligation of each Lender to honor any Request
for Credit Extension (other than a Committed Loan Notice requesting only a conversion of Committed
Loans to the other Type, or a continuation of Eurocurrency Rate Loans) is subject to the following
conditions precedent:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The representations and warranties of (i)&nbsp;the Borrowers contained in <U>Article&nbsp;V</U> and
(ii)&nbsp;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 of
such Credit Extension, 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 <U>Section&nbsp;4.02</U>, the representations and warranties contained
in subsections (a)&nbsp;and (b)&nbsp;of <U>Section&nbsp;5.05</U> shall be deemed to refer to the most recent
statements furnished pursuant to clauses (a)&nbsp;and (b), respectively, of <U>Section&nbsp;6.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;No Default shall exist, or would result from such proposed Credit Extension or the
application of the proceeds thereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;The Administrative Agent and, if applicable, the L/C Issuer or the Swing Line Lender shall
have received a Request for Credit Extension in accordance with the requirements hereof.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;In the case of a Borrowing to be denominated in an Alternative Currency, there shall not
have occurred any change in national or international financial, political or economic conditions
or currency exchange rates or exchange controls which in the reasonable opinion of the
Administrative Agent or the Required Lenders would make it impracticable for such Borrowing to be
denominated in the relevant Alternative Currency.


<P align="left" style="font-size: 12pt; text-indent: 4%">Each Request for Credit Extension (other than a Committed Loan Notice requesting only a
conversion of Committed Loans to the other Type or a continuation of Eurocurrency Rate Loans)
submitted by Toro shall be deemed to be a representation and warranty that the conditions specified
in <U>Sections&nbsp;4.02(a)</U> and <U>(b)</U> have been satisfied on and as of the date of the
applicable Credit Extension.


<P align="center" style="font-size: 12pt"><B>ARTICLE V.</B>



<P align="center" style="font-size: 12pt"><B>REPRESENTATIONS AND WARRANTIES</B>




<P align="left" style="margin-left:4%; font-size: 12pt">Each Borrower represents and warrants to the Administrative Agent and the Lenders that:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.01 Existence, Qualification and Power. </B>Each Loan Party and each Subsidiary thereof (a)&nbsp;is
duly organized or formed, validly existing and in good standing under the Laws of the jurisdiction
of its incorporation or organization, (b)&nbsp;has all requisite power and authority and all requisite
governmental licenses, authorizations, consents and approvals to (i)&nbsp;own its assets and carry on
its business and (ii)&nbsp;execute, deliver and perform its obligations under the Loan Documents to
which it is a party, and (c)&nbsp;is duly qualified and is licensed and in good standing under the Laws
of each jurisdiction where its ownership, lease or operation of properties or the conduct of its
business requires such qualification or license; except in each case referred to in clause (b)(i)
or (c), to the extent that failure to do so could not reasonably be expected to have a Material
Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.02 Authorization; No Contravention. </B>The execution, delivery and performance by each Loan
Party of each Loan Document to which such Person is party, have been duly authorized by all
necessary corporate or other organizational action, and do not and will not (a)&nbsp;contravene the
terms of any of such Person&#146;s Organization Documents; (b)&nbsp;conflict with or result in any breach or
contravention of, or the creation of any Lien under, or require any payment to be made under (i)
any Contractual Obligation to which such Person is a party or affecting such Person or the
properties of such Person or any of its Subsidiaries or (ii)&nbsp;any order, injunction, writ or decree
of any Governmental Authority or any arbitral award to which such Person or its property is
subject; or (c)&nbsp;violate any Law. Each Loan Party and each Subsidiary thereof is in compliance with
all Contractual Obligations referred to in clause (b)(i), except to the extent that failure to do
so could not reasonably be expected to have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.03 Governmental Authorization; Other Consents. </B>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 by,
or enforcement against, any Loan Party of this Agreement or any other Loan Document.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.04 Binding Effect. </B>This Agreement has been, and each other Loan Document, when delivered
hereunder, will have been, duly executed and delivered by each Loan Party that is party thereto.
This Agreement constitutes, and each other Loan Document when so delivered will constitute, a
legal, valid and binding obligation of such Loan Party, enforceable against each Loan Party that is
party thereto in accordance with its terms.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>5.05 Financial Statements; No Material Adverse Effect.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;The Audited Financial Statements (i)&nbsp;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
their results of operations for the period covered thereby in accordance with GAAP consistently
applied throughout the period covered thereby, except as otherwise expressly noted therein; and
(iii)&nbsp;except as specifically disclosed on <U>Schedule&nbsp;5.05</U>, show all material indebtedness and
other liabilities, direct or contingent, of Toro and its Subsidiaries as of the date thereof,
including liabilities for taxes, material commitments and Indebtedness where (i)&nbsp;the possible
liability to any Borrower exceeds $10,000,000 for any one of such obligations or liabilities and
(ii)&nbsp;the possible liability to any or all of the Borrowers exceeds $20,000,000 in the aggregate for
one or more of such obligations or liabilities.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The unaudited consolidated balance sheet of Toro and its Subsidiaries dated April&nbsp;30, 2004
(including the footnotes thereto), and the related consolidated statements of income or operations,
shareholders&#146; equity and cash flows for the fiscal quarter ended on that date (i)&nbsp;were prepared in
accordance with GAAP consistently applied throughout the period covered thereby, except as
otherwise expressly noted therein, and (ii)&nbsp;fairly present the financial condition of Toro and its
Subsidiaries as of the date thereof and their results of operations for the period covered thereby,
and (iii)&nbsp;except as specifically disclosed in <U>Schedule&nbsp;5.05</U>, 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)&nbsp;the possible liability to any Borrower exceeds $10,000,000 for any one of
such obligations or liabilities and (ii)&nbsp;the possible liability to any or all of the Borrowers
exceeds $20,000,000 in the aggregate for one or more of such obligations or liabilities.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Since the date of the Audited Financial Statements, there has been no event or
circumstance, either individually or in the aggregate, that has had or could reasonably be expected
to have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.06 Litigation. </B>There are no actions, suits, proceedings, claims or disputes pending or, to
the best knowledge of the Borrowers after due and diligent investigation, threatened or
contemplated, at law, in equity, in arbitration or before any Governmental Authority, by or against
the Borrowers or any of its Subsidiaries or against any of their properties or revenues that (a)
purport to affect or pertain to this Agreement or any other Loan Document, or any of the
transactions contemplated hereby, or (b)&nbsp;except as specifically disclosed in <U>Schedule&nbsp;5.06</U>,
either individually or in the aggregate, if determined adversely, could reasonably be expected to
have a Material Adverse Effect, and there has been no adverse change in the status, or financial
effect on any Loan Party or any Subsidiary thereof, of the matters described on <U>Schedule
5.06</U>. 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.07 No Default. </B>Neither any Borrower nor any Subsidiary thereof is in default under or with
respect to any Contractual Obligation that could, either individually or in the aggregate,
reasonably be expected to have a Material Adverse Effect. No Default has occurred and is
continuing or would result from the consummation of the transactions contemplated by this Agreement
or any other Loan Document.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.08 Ownership of Property; Liens. </B>Each Borrower and each Subsidiary has good record and
marketable title in fee simple to, or valid leasehold interests in, all real property necessary or
used in the ordinary conduct of its business, except for such defects in title as could not,
individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The
property of the Borrowers and their Subsidiaries is subject to no Liens, other than Liens permitted
by <U>Section&nbsp;7.01</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.09 Environmental Compliance. </B>Each Borrower and its Subsidiaries conduct in the ordinary
course of business a review of the effect of existing Environmental Laws and claims alleging
potential liability or responsibility for violation of any Environmental Law on their respective
businesses, operations and properties, and as a result thereof the Borrowers have reasonably
concluded that<B>, </B>except as specifically disclosed in <U>Schedule&nbsp;5.09</U>, such Environmental Laws
and claims could not, individually or in the aggregate, reasonably be expected to have a Material
Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.10 Insurance. </B>Except as specifically disclosed in <U>Schedule&nbsp;5.10</U>, the properties of
each Borrower and its 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 such Borrower or the applicable Subsidiary operates.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.11 Taxes. </B>Toro and its Subsidiaries have filed all Federal, state and other material tax
returns and reports required to be filed, and have paid all Federal, state 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 diligently conducted and for which adequate reserves have
been provided in accordance with GAAP. There is no proposed tax assessment against any Borrower or
any Subsidiary that would, if made, have a Material Adverse Effect. Neither any Borrower nor any
Subsidiary thereof is party to any tax sharing agreement.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>5.12 ERISA Compliance.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Each Plan is in compliance in all material respects with the applicable provisions of
ERISA, the Code and other Federal or state Laws. Each Plan that 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 Borrowers, nothing has occurred which would prevent, or cause the loss
of, such qualification. Each Borrower and each ERISA Affiliate have made all required
contributions to each Plan subject to Section&nbsp;412 of the Code, and no application for a funding
waiver or an extension of any amortization period pursuant to Section&nbsp;412 of the Code has been made
with respect to any Plan.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;There are no pending or, to the best knowledge of each Borrower, threatened claims,
actions or lawsuits, or action by any Governmental Authority, with respect to any Plan that has
resulted or could reasonably be expected to have a Material Adverse Effect. There has been no
prohibited transaction or violation of the fiduciary responsibility rules with respect to any Plan
that has resulted or could reasonably be expected to result in a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;(i)&nbsp;No ERISA Event has occurred or is reasonably expected to occur; (ii)&nbsp;no Pension Plan
has any Unfunded Pension Liability; (iii)&nbsp;neither any Borrower 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&nbsp;4007 of ERISA); (iv)&nbsp;neither
any Borrower 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&nbsp;4219 of ERISA, would
result in such liability) under Sections&nbsp;4201 or 4243 of ERISA with respect to a Multiemployer
Plan; and (v)&nbsp;neither any Borrower nor any ERISA Affiliate has engaged in a transaction that could
be subject to Sections&nbsp;4069 or 4212(c) of ERISA.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.13 Subsidiaries; Equity Interests. </B>As of the Closing Date, the Borrowers have no
Subsidiaries other than those specifically disclosed in Part (a)&nbsp;of <U>Schedule&nbsp;5.13</U>, and all
of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid
and nonassessable and are owned by a Loan Party (other than directors&#146; qualifying shares required
by law) in the amounts specified on Part (a)&nbsp;of Schedule&nbsp;5.13 free and clear of all Liens. Toro
has no equity investments in any other corporation or entity other than those specifically
disclosed in Part(b) of <U>Schedule&nbsp;5.13</U>.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>5.14 Margin Regulations; Investment Company Act; Public Utility Holding Company Act.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;No Borrower is engaged or will engage, principally or as one of its important activities,
in the business of purchasing or carrying margin stock (within the meaning of Regulation&nbsp;U issued
by the FRB), or extending credit for the purpose of purchasing or carrying margin stock. Following
the application of the proceeds of each Borrowing or drawing under each Letter of Credit, not more
than 25% of the value of the assets (either of the applicable Borrower only or of Toro and its
Subsidiaries on a consolidated basis) subject to the provisions of <U>Section&nbsp;7.01</U> or
<U>Section&nbsp;7.02</U> or subject to any restriction contained in any agreement or instrument between
any Borrower and any Lender or any Affiliate of any Lender relating to Indebtedness will be margin
stock.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;None of the Borrowers, any Person Controlling any Borrower, or any Subsidiary (i)&nbsp;is a
&#147;holding company,&#148; or a &#147;subsidiary company&#148; of a &#147;holding company,&#148; or an &#147;affiliate&#148; of a
&#147;holding company&#148; or of a &#147;subsidiary company&#148; of a &#147;holding company,&#148; within the meaning of the
Public Utility Holding Company Act of 1935, or (ii)&nbsp;is or is required to be registered as an
&#147;investment company&#148; under the Investment Company Act of 1940.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.15 Copyrights, Patents, Trademarks and Licenses, Etc. </B>Each of the Borrowers 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 Borrowers for the operation of
their respective businesses, without conflict with the rights of any other Person. To the best
knowledge of the Borrowers, 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 Borrowers 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 Borrowers, proposed, which, in any case, could reasonably be
expected to have a Material Adverse Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.16 Disclosure. </B>No report, financial statement, certificate or other information furnished
in writing by or on behalf of any Loan Party to the Administrative Agent or any Lender in
connection with the transactions contemplated hereby and the negotiation of this Agreement or
delivered hereunder or under any other Loan Document (in each case, as modified or supplemented by
other information so furnished) contains any material misstatement of fact or omits to state any
material fact necessary to make the statements therein, in the light of the circumstances under
which they were made, not misleading; <U>provided</U> that, with respect to projected financial
information, Toro represents only that such information was prepared in good faith based upon
assumptions believed to be reasonable at the time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.17 Compliance with Laws. </B>Each of the Borrowers and each Subsidiary thereof is in compliance
in all material respects with the requirements of all Laws and all orders, writs, injunctions and
decrees applicable to it or to its properties, except in such instances in which (a)&nbsp;such
requirement of Law or order, writ, injunction or decree is being contested in good faith by
appropriate proceedings diligently conducted or (b)&nbsp;the failure to comply therewith, either
individually or in the aggregate, could not reasonably be expected to have a Material Adverse
Effect.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>5.18 Representations as to Foreign Obligors. </B>Each of Toro and each Foreign Obligor represents
and warrants to the Administrative Agent and the Lenders that:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Such Foreign Obligor is subject to civil and commercial Laws with respect to its
obligations under this Agreement and the other Loan Documents to which it is a party (collectively
as to such Foreign Obligor, the &#147;<U>Applicable Foreign Obligor Documents</U>&#148;), and the execution,
delivery and performance by such Foreign Obligor of the Applicable Foreign Obligor Documents
constitute and will constitute private and commercial acts and not public or governmental acts.
Neither such Foreign Obligor nor any of its property has any immunity from jurisdiction of any
court or from any legal process (whether through service or notice, attachment prior to judgment,
attachment in aid of execution, execution or otherwise) under the laws of the jurisdiction in which
such Foreign Obligor is organized and existing in respect of its obligations under the Applicable
Foreign Obligor Documents.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;The Applicable Foreign Obligor Documents are in proper legal form under the Laws of the
jurisdiction in which such Foreign Obligor is organized and existing for the enforcement thereof
against such Foreign Obligor under the Laws of such jurisdiction, and to ensure the legality,
validity, enforceability, priority or admissibility in evidence of the Applicable Foreign Obligor
Documents. It is not necessary to ensure the legality, validity, enforceability, priority or
admissibility in evidence of the Applicable Foreign Obligor Documents that the Applicable Foreign
Obligor Documents be filed, registered or recorded with, or executed or notarized before, any court
or other authority in the jurisdiction in which such Foreign Obligor is organized and existing or
that any registration charge or stamp or similar tax be paid on or in respect of the Applicable
Foreign Obligor Documents or any other document, except for (i)&nbsp;any such filing, registration,
recording, execution or notarization as has been made or is not required to be made until the
Applicable Foreign Obligor Document or any other document is sought to be enforced and (ii)&nbsp;any
charge or tax as has been timely paid.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;There is no tax, levy, impost, duty, fee, assessment or other governmental charge, or any
deduction or withholding, imposed by any Governmental Authority in or of the jurisdiction in which
such Foreign Obligor is organized and existing either (i)&nbsp;on or by virtue of the execution or
delivery of the Applicable Foreign Obligor Documents or (ii)&nbsp;on any payment to be made by such
Foreign Obligor pursuant to the Applicable Foreign Obligor Documents, except as has been disclosed
to the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;The execution, delivery and performance of the Applicable Foreign Obligor Documents
executed by such Foreign Obligor are, under applicable foreign exchange control regulations of the
jurisdiction in which such Foreign Obligor is organized and existing, not subject to any
notification or authorization except (i)&nbsp;such as have been made or obtained or (ii)&nbsp;such as cannot
be made or obtained until a later date (<U>provided</U> that any notification or authorization
described in clause (ii)&nbsp;shall be made or obtained as soon as is reasonably practicable).


<P align="center" style="font-size: 12pt"><B>ARTICLE VI.</B>



<P align="center" style="font-size: 12pt"><B>AFFIRMATIVE COVENANTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation
hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding,
Toro shall, and shall (except in the case of the covenants set forth in <U>Sections&nbsp;6.01</U>,
<U>6.02</U>, and <U>6.03</U>) cause each Subsidiary to:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.01 Financial Statements. </B>Deliver to the Administrative Agent and each Lender, in form and
detail satisfactory to the Administrative Agent and the Required Lenders:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;as soon as available, but in any event within 120&nbsp;days after the end of each fiscal year
of Toro, a consolidated balance sheet of Toro and its Subsidiaries as at the end of such fiscal
year, and the related consolidated statements of income or operations, stockholders&#146; equity and
cash flows for such fiscal year, setting forth in each case in comparative form the figures for the
previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, such
consolidated statements to be audited and accompanied by a report and opinion of an independent
certified public accountant of nationally recognized standing reasonably acceptable to the Required
Lenders, which report and opinion shall be prepared in accordance with generally accepted auditing
standards and shall not be subject to any &#147;going concern&#148; or like qualification or exception or any
qualification or exception as to the scope of such audit; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;as soon as available, but in any event within 50&nbsp;days after the end of each of the first
three fiscal quarters of each fiscal year of Toro, a consolidated balance sheet of Toro and its
Subsidiaries as at the end of such fiscal quarter, and the related consolidated statements of
income or operations, stockholders&#146; equity and cash flows for such fiscal quarter and for the
portion of Toro&#146;s fiscal year then ended, setting forth in each case in comparative form the
figures for the corresponding fiscal quarter of the previous fiscal year and the corresponding
portion of the previous fiscal year, all in reasonable detail, such consolidated statements to be
certified by a Responsible Officer of Toro as fairly presenting the financial condition, results of
operations, stockholders&#146; equity and cash flows of Toro and its Subsidiaries in accordance with
GAAP, subject only to normal year-end audit adjustments and the absence of footnotes.


<P align="left" style="font-size: 12pt">As to any information contained in materials furnished pursuant to <U>Section&nbsp;6.02(c)</U>, Toro
shall not be separately required to furnish such information under clause (a)&nbsp;or (b)&nbsp;above, but the
foregoing shall not be in derogation of the obligation of Toro to furnish the information and
materials described in clauses (a)&nbsp;and (b)&nbsp;above at the times specified therein.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.02 Certificates; Other Information. </B>Deliver to the Administrative Agent and each Lender, in
form and detail satisfactory to the Administrative Agent and the Required Lenders:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;concurrently with the delivery of the financial statements referred to in <U>Sections
6.01(a)</U> and <U>(b)</U>, a duly completed Compliance Certificate signed by a Responsible
Officer of Toro;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;promptly after any request by the Administrative Agent or any Lender, copies of any
detailed audit reports, management letters or recommendations submitted to the board of directors
(or the audit committee of the board of directors) of Toro by independent accountants in connection
with the accounts or books of Toro or any Subsidiary, or any audit of any of them;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;promptly after the same are available, copies of each annual report, proxy or financial
statement or other report or communication sent to the stockholders of Toro, and copies of all
annual, regular, periodic and special reports and registration statements which Toro may file or be
required to file with the SEC under Section&nbsp;13 or 15(d) of the Securities Exchange Act of 1934, and
not otherwise required to be delivered to the Administrative Agent pursuant hereto;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;So long as it is not precluded from doing so by the rules of the SEC or other comparable
agency, promptly, and in any event within five Business Days after receipt thereof by any Loan
Party or any Subsidiary thereof, copies of each notice or other correspondence, other than routine
comments on filed documents, received from the SEC (or comparable agency in any applicable non-U.S.
jurisdiction) concerning any investigation (whether formal or informal) by such agency regarding
financial or other operational results of any Loan Party or any Subsidiary thereof; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;promptly, such additional information regarding the business, financial or corporate
affairs of Toro or any Subsidiary, or compliance with the terms of the Loan Documents, as the
Administrative Agent or any Lender may from time to time reasonably request.


<P align="left" style="font-size: 12pt; text-indent: 4%">Documents required to be delivered pursuant to <U>Section&nbsp;6.01(a)</U> or <U>(b)</U> or
<U>Section&nbsp;6.02(c)</U> (to the extent any such documents are included in materials otherwise filed
with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been
delivered on the date (i)&nbsp;on which Toro posts such documents, or provides a link thereto on Toro&#146;s
website on the Internet at the website address listed on <U>Schedule&nbsp;11.02</U>; or (ii)&nbsp;on which
such documents are posted on Toro&#146;s behalf on an Internet or intranet website, if any, to which
each Lender and the Administrative Agent have access (whether a commercial, third-party website or
whether sponsored by the Administrative Agent); <U>provided</U> that: (i)&nbsp;Toro shall deliver paper
copies of such documents to the Administrative Agent or any Lender that requests Toro to deliver
such paper copies until a written request to cease delivering paper copies is given by the
Administrative Agent or such Lender and (ii)&nbsp;Toro shall notify the Administrative Agent and each
Lender (by telecopier or electronic mail) of the posting of any such documents and provide to the
Administrative Agent by electronic mail electronic versions (<U>i.e.</U>, soft copies) of such
documents. Notwithstanding anything contained herein, in every instance Toro shall be required to
provide paper copies of the Compliance Certificates required by <U>Section&nbsp;6.02(b)</U> to the
Administrative Agent. Except for such Compliance Certificates, the Administrative Agent shall have
no obligation to request the delivery or to maintain copies of the documents referred to above, and
in any event shall have no responsibility to monitor compliance by Toro with any such request for
delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining
its copies of such documents.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Borrowers hereby acknowledge that (a)&nbsp;the Administrative Agent and/or the Arranger will
make available to the Lenders and the L/C Issuer materials and/or information provided by or on
behalf of the Borrowers hereunder (collectively, &#147;Borrower Materials&#148;) by posting the Borrower
Materials on IntraLinks or another similar electronic system (the &#147;Platform&#148;) and (b)&nbsp;certain of
the Lenders may be &#147;public-side&#148; Lenders (<I>i.e., </I>Lenders that do not with to receive material
non-public information with respect to the Borrower or its securities) (each, a &#147;Public Lender&#148;).
The Borrowers hereby agree that (w)&nbsp;all Borrower Materials that are to be made available to Public
Lenders shall be clearly and conspicuously marked &#147;PUBLIC&#148; which, at a minimum, shall mean that the
word &#147;PUBLIC&#148; shall appear prominently on the first page thereof; (x)&nbsp;by marking Borrower Materials
&#147;PUBLIC&#148;, the Borrowers shall be deemed to have authorized the Administrative Agent, the Arranger,
the L/C Issuer and the Lenders to treat such Borrower Materials as either publicly available
information or not material information (although it may be sensitive and proprietary) with respect
to the Borrowers or their securities for purposes of United States Federal and state securities
laws; (y)&nbsp;all Borrower Materials marked &#147;PUBLIC&#148; are permitted to be made available through a
portion of the Platform designated &#147;Public Investor&#148;; and (z)&nbsp;the Administrative Agent and the
Arranger shall be entitled to treat any Borrower Materials that are not marked &#147;PUBLIC&#148; as being
suitable only for posting on a portion of the Platform not designated &#147;Public Investor&#148;.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>6.03 Notices. </B>Promptly notify the Administrative Agent and each Lender:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;of any matter that has resulted or could reasonably be expected to result in a Material
Adverse Effect, including (i)&nbsp;breach or non-performance of, or any default under, a Contractual
Obligation of any Borrower or any Subsidiary; (ii)&nbsp;any dispute, litigation, investigation,
proceeding or suspension between any Borrower or any Subsidiary and any Governmental Authority; or
(iii)&nbsp;the commencement of, or any material development in, any litigation or proceeding affecting
any Borrower or any Subsidiary, including pursuant to any applicable Environmental Laws in each
case under (i), (ii)&nbsp;or (iii)&nbsp;above, which (A)&nbsp;is reasonably likely to create liability to any
Borrower 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)&nbsp;is otherwise reasonably likely to have a Material
Adverse Effect and (iv)&nbsp;other matter that has resulted or is reasonably likely to result in a
Material Adverse Effect;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;of the occurrence of any of the following events affecting any Borrower or any ERISA
Affiliate (but in no event more than 10&nbsp;days after such event), and deliver to the Administrative
Agent and each Lender 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 Borrowers
or any ERISA Affiliate with respect to such event:



<P align="left" style="margin-left:8%; font-size: 12pt">(i)&nbsp;an ERISA Event;



<P align="left" style="margin-left:8%; font-size: 12pt">(ii)&nbsp;a material increase in the Unfunded Pension Liability of any Pension Plan;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;the adoption of, or the commencement of contributions to, any Plan subject to
Section&nbsp;412 of the Code by any Borrower or any ERISA Affiliate; or



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;the adoption of any amendment to a Plan subject to Section&nbsp;412 of the Code, if
such amendment results in a material increase in contributions or Unfunded Pension
Liability;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;of any material change in accounting policies or financial reporting practices by the
Borrowers or any of their consolidated Subsidiaries; and



<P align="left" style="margin-left:4%; font-size: 12pt">(e)&nbsp;of any announcement by Moody&#146;s or S&#038;P of any change in a Debt Rating.


<P align="left" style="font-size: 12pt; text-indent: 4%">Each notice pursuant to this Section shall be accompanied by a statement of a Responsible
Officer of Toro setting forth details of the occurrence referred to therein and stating what action
the applicable Borrower has taken and proposes to take with respect thereto. Each notice pursuant
to <U>Section&nbsp;6.03(a)</U> shall describe with particularity any and all provisions of this
Agreement and any other Loan Document that have been or foreseeably will be breached or violated.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>6.04 &#091;Intentionally Deleted.&#093;</B>


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.05 Preservation of Existence, Etc. </B>(a)&nbsp;Preserve, renew and maintain in full force and
effect its legal existence and good standing under the Laws of the jurisdiction of its organization
except in a transaction permitted by <U>Section&nbsp;7.02</U> or <U>7.03</U>; (b)&nbsp;take all reasonable
action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable
in the normal conduct of its business, except to the extent that failure to do so could not
reasonably be expected to have a Material Adverse Effect; and (c)&nbsp;preserve or renew all of its
registered patents, trademarks, trade names and service marks, the non-preservation of which could
reasonably be expected to have a Material Adverse Effect; <U>provided</U>, <U>however</U>,
notwithstanding any of the foregoing that Toro shall be permitted to liquidate and dissolve TCC
into Toro and permitted to liquidate and dissolve any Subsidiary Borrower into Toro or another
Subsidiary Borrower.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.06 Maintenance of Properties. </B>Exercise its best business judgment 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 <U>Section&nbsp;6.06</U> shall
prevent any Borrower 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
Borrower determines, in its best business judgment, that the continued use thereof is no longer
desirable to the conduct of the business of such Borrower.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.07 Maintenance of Insurance. </B>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 <U>Section&nbsp;6.07</U> shall be deemed to prevent the
Borrowers 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.08 Compliance with Laws and Contractual Obligations. </B>Comply, and 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.09 Books and Records. </B>Maintain proper books of record and account, in which full, true and
correct entries in conformity with GAAP consistently applied shall be made of all financial
transactions and matters involving the assets and business of Toro or such Subsidiary, as the case
may be.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.10 Inspection Rights. </B>Permit representatives and independent contractors of the
Administrative Agent and each Lender to visit and inspect any of its properties, to examine its
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 its affairs, finances
and accounts with its 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 Toro; <U>provided</U>, <U>however</U>, that when an Event of Default
exists the Administrative Agent or any Lender (or any of their respective representatives or
independent contractors) may do any of the foregoing at the expense of the Borrowers at any time
during normal business hours and without advance notice.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.11 Use of Proceeds. </B>Each Borrower shall use the proceeds of the Credit Extensions for (a)
general working capital needs and capital expenditures (b)&nbsp;the replacement and refinancing of
outstanding indebtedness under the Existing Credit Agreement, (c)&nbsp;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 <U>Section&nbsp;7.07(c)</U>, and (d)&nbsp;other lawful corporate
purposes, other than, directly or indirectly, (i)&nbsp;for purposes of undertaking an Acquisition or
Joint Venture in contravention of any Law or of any Loan Document, (ii)&nbsp;to purchase or carry Margin
Stock, (iii)&nbsp;to repay or otherwise refinance indebtedness of any Borrower or others incurred to
purchase or carry Margin Stock, (iv)&nbsp;to extend credit for the purpose of purchasing or carrying any
Margin Stock, or (v)&nbsp;to acquire any security in any transaction that is subject to Section&nbsp;13 or 14
of the Exchange Act; <U>provided</U>, however, that notwithstanding clauses (ii)&nbsp;through (v)
above, Toro may use proceeds of Loans as described in clause (c)&nbsp;above so long as either (x)&nbsp;the
Margin Stock so acquired is promptly retired following the purchase or other acquisition thereof or
(y)&nbsp;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 Borrowers and their Subsidiaries on a consolidated
basis are represented by Margin Stock owned by the Borrowers and their Subsidiaries on a
consolidated basis.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>6.12 Approvals and Authorizations. </B>Maintain all authorizations, consents, approvals and
licenses from, exemptions of, and filings and registrations with, each Governmental Authority of
the jurisdiction in which each Foreign Obligor is organized and existing, and all approvals and
consents of each other Person in such jurisdiction, in each case that are required in connection
with the Loan Documents.


<P align="center" style="font-size: 12pt"><B>ARTICLE VII.</B>



<P align="center" style="font-size: 12pt"><B>NEGATIVE COVENANTS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%">So long as any Lender shall have any Commitment hereunder, or any Loan, Swing Line Loan or
other Obligation shall remain unpaid or unsatisfied, or any Letter of Credit shall remain
outstanding, unless the Required Lenders waive compliance in writing:


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.01 Limitation on Liens</B>. None of the Borrowers 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 (&#147;<U>Permitted Liens</U>&#148;):


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;any Lien existing on property of any Borrower or any Subsidiary on the Closing Date and
set forth in <U>Schedule&nbsp;7.01 </U>securing Indebtedness outstanding on such date (&#147;<U>Existing
Liens</U>&#148;);



<P align="left" style="margin-left:4%; font-size: 12pt">(b)&nbsp;any Lien created under any Loan Document;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;carriers&#146;, warehousemen&#146;s, mechanics&#146;, landlords&#146;, materialmen&#146;s, repairmen&#146;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;Liens (other than any Lien imposed by ERISA) consisting of pledges or deposits required in
the ordinary course of business in connection with workers&#146; compensation, unemployment insurance
and other social security legislation;


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;Liens on the property of any Borrower or any of its Subsidiaries securing (i)&nbsp;the
non-delinquent performance of bids, trade contracts (other than for borrowed money), leases,
statutory obligations, (ii)&nbsp;contingent obligations on surety and appeal bonds, and (iii)&nbsp;other
non-delinquent obligations of alike nature; in each case, incurred in the ordinary course of
business;


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;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 Borrowers and their Subsidiaries;


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;Liens on property of a Person subject to an Acquisition permitted hereunder existing at
the time of such Acquisition;


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;Liens existing on the Closing Date on property of one or more Distributor Subsidiaries
securing Indebtedness of such Distributor Subsidiaries;


<P align="left" style="font-size: 12pt; text-indent: 4%">(j)&nbsp;Liens on Receivables, lease receivables and other obligations owing to any of the
Borrowers 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
<U>Section&nbsp;7.02(d)</U> or sold as permitted by <U>Section&nbsp;7.02(e)</U>;


<P align="left" style="font-size: 12pt; text-indent: 4%">(k)&nbsp;Liens arising solely by virtue of any statutory or common law provision relating to
banker&#146;s liens, rights of set-off or similar rights and remedies as to deposit accounts or other
funds maintained with a creditor depository institution; <U>provided</U> <U>that</U> (i)&nbsp;such
deposit account is not a dedicated cash collateral account and is not subject to restrictions
against access by the applicable Borrower in excess of those set forth by regulations promulgated
by the FRB, and (ii)&nbsp;such deposit account is not intended by any Borrower or any Subsidiary to
provide collateral to the depository institution; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(l)&nbsp;Liens not otherwise permitted hereunder on any property securing Indebtedness;
<U>provided</U> <U>that</U> the amount of Indebtedness so secured together with Indebtedness
permitted to be secured pursuant to <U>Section&nbsp;7.01(a)</U> above shall not exceed in the aggregate
at any time outstanding 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.02 Disposition of Assets</B>. None of the Borrowers 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:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;dispositions of inventory, or used, worn-out or surplus property, all in the ordinary
course of business;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt">(c)&nbsp;dispositions of Receivables of Toro to TCC;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;dispositions by the Originator of Receivables pursuant to the Receivables Purchase
Facility, provided that (i)&nbsp;the aggregate outstanding principal amount of loans made to the SPV in
connection with the Receivables Purchase Facility shall not at any time exceed $100,000,000 and
(ii)&nbsp;at no time shall the SPV for any reason, whether pursuant to Contractual Obligations,
Organization Documents, or otherwise, be limited or restricted in its ability to make Restricted
Payments to Toro or otherwise transfer property to Toro;


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;disposition of receivables at any time of Toro&#146;s AG division in an amount not to exceed
$20&nbsp;million, whether pursuant to a securitization facility, a factoring arrangement or other manner
of monetization thereof;



<P align="left" style="margin-left:4%; font-size: 12pt">(f)&nbsp;sale of those Investments described under <U>Section&nbsp;7.04(a)</U>;


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;dispositions not otherwise permitted hereunder which are made for fair market value;
<U>provided</U>, that (i)&nbsp;at the time of any such disposition, no Event of Default shall exist or
shall result from such disposition and (ii)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;any Subsidiary, including any Subsidiary Borrower, may sell, assign, lease, convey,
transfer or otherwise dispose of assets to one of the Borrowers or another Wholly-Owned Subsidiary.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.03 Consolidations and Mergers. </B>None of the Borrowers 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:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;any Subsidiary (other than TCC), including any Subsidiary Borrower, may merge with one of
the Borrowers, provided that a Borrower 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;



<P align="left" style="margin-left:4%; font-size: 12pt">(b)&nbsp;TCC may merge with or sell all or substantially all of its assets to Toro;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;any Subsidiary (other than TCC), including any Subsidiary Borrower, may sell all or
substantially all of its assets (upon voluntary liquidation or otherwise), to one of the Borrowers
or another Wholly-Owned Subsidiary; and



<P align="left" style="margin-left:4%; font-size: 12pt">(d)&nbsp;those transactions otherwise permitted under <U>Section&nbsp;7.04(d)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.04 Loans and Investments. </B>None of the Borrowers 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 Borrowers (collectively, &#147;<U>Investments</U>&#148;), except for:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;Investments held by any of the Borrowers or any Subsidiary in the form of cash equivalents
or other liquid investments permitted under Toro&#146;s Investment Policy issued December&nbsp;10, 1995;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;extensions of credit by any Borrower to any of Toro&#146;s Wholly-Owned Subsidiaries or by any
of Toro&#146;s Wholly-Owned Subsidiaries to any Borrower or to another of Toro&#146;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&#146;s products;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;Investments incurred in order to consummate Acquisitions, <U>provided </U>that (i)&nbsp;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)&nbsp;such Acquisitions are undertaken in accordance with all applicable Laws;
and (iii)&nbsp;the prior, effective written consent or approval to such Acquisition of the board of
directors or equivalent governing body of the acquiree is obtained;


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;Investments under Swap Contracts to the extent permitted under <U>Section&nbsp;7.06</U>
hereof;



<P align="left" style="margin-left:4%; font-size: 12pt">(g)&nbsp;Investments made after the date hereof in Wholly-Owned Subsidiaries; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;Purchases by Toro of shares of its capital stock and associated rights to purchase shares
of Toro&#146;s preferred stock pursuant to Toro&#146;s shareholder rights plan to the extent permitted by
<U>Sections&nbsp;6.11</U> and <U>7.07(c)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.05 Transactions with Affiliates. </B>None of the Borrowers 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&#146;s-length transaction with a Person not an Affiliate of the Borrowers or such Subsidiary;
provided, however, that nothing in this <U>Section&nbsp;7.05</U> shall restrict (i)&nbsp;the Borrowers from
entering into transactions with Toro&#146;s distributors or dealers, whether or not Affiliates of the
Borrowers, which the Borrowers determine in their best business judgment shall be in the best
interests of the Borrowers and (ii)&nbsp;any Permitted Receivables Transfer.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.06 Contingent Obligations. </B>None of the Borrowers 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.07 Restricted Payments. </B>None of the Borrowers 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
&#147;<U>Restricted Payment</U>&#148;); except that:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;each Borrower and any Wholly-Owned Subsidiary may declare and make dividend payments or
other distributions payable solely in its common stock;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;each Borrower 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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;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)&nbsp;the sum of (i)&nbsp;50% of the Consolidated Net Income of
Toro and its Subsidiaries earned since the last day of the fiscal quarter during which the closing
occurs <U>plus</U> (ii) $250&nbsp;million; provided, that, immediately after giving effect to any such
proposed action, no Default or Event of Default would exist; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;TCC 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.08 Maintenance of Business. </B>Each Borrower shall continue to engage in business of the same
general type as now conducted by it, provided, however, that each Borrower 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 Borrower determines that the continuance thereof is no
longer desirable to the conduct of the business of the Borrowers 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. Toro Receivables Company and each successor thereto as purchaser
and borrower under the Receivables Purchase Facility may not engage in any business other than
acting as an SPV in connection with a Receivables Purchase Facility.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.09 Minimum Interest Coverage. </B>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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.10 Maximum Total Indebtedness to Capitalization. </B>Toro, on a consolidated basis, shall not
permit its consolidated ratio of total Indebtedness to total Indebtedness <U>plus</U>
stockholders&#146; equity to exceed (i)&nbsp;0.60 to 1.0 as at the end of the first fiscal quarter of each
fiscal year, (ii)&nbsp;0.65 to 1.00 as at the end of the second fiscal quarter of each fiscal year,
(iii)&nbsp;0.60 to 1.0 as at the end of the third fiscal quarter of each fiscal year and (iv)&nbsp;0.55 to
1.00 as at the end of each fiscal year.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.11 Toro, TCC, Manufacturing and Exmark Portion of Sales Revenue. </B>The consolidated total
sales revenue of Toro, TCC, Manufacturing and Exmark at the end of each fiscal year shall not be
less than 67% of the consolidated total sales revenues of Toro and its Subsidiaries at such time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.12 Negative Pledge Clause. </B>No Borrower shall enter into or cause, suffer or permit to exist
any agreement with any Person other than the Administrative Agent and the Lenders pursuant to this
Agreement or any other Loan Documents which prohibits or limits the ability of any of the Borrowers
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 Borrower 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>7.13 Burdensome Contractual Obligation. </B>Enter into any Contractual Obligation (other than
this Agreement or any other Loan Document) that (a)&nbsp;limits the ability (i)&nbsp;of any Subsidiary to
make Restricted Payments to the Borrowers or to otherwise transfer property to the Borrowers, (ii)
of any Subsidiary to Guarantee the Indebtedness of the Borrowers or (iii)&nbsp;of the Borrowers or any
Subsidiary thereof to create, incur, assume or suffer to exist Liens on property of such Person;
<U>provided</U>, <U>however</U>, that this clause (iii)&nbsp;shall not prohibit any negative pledge
incurred or provided in favor of any holder of Indebtedness solely to the extent any such negative
pledge relates to the property financed by or the subject of such Indebtedness; or (b)&nbsp;requires the
grant of a Lien to secure an obligation of such Person if a Lien is granted to secure another
obligation of such Person.


<P align="center" style="font-size: 12pt"><B>ARTICLE VIII.</B>



<P align="center" style="font-size: 12pt"><B>EVENTS OF DEFAULT AND REMEDIES</B>




<P align="left" style="margin-left:4%; font-size: 12pt"><B>8.01 Events of Default. </B>Any of the following shall constitute an Event of Default:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Non-Payment</U>. Any Borrower or any other Loan Party fails to pay (i)&nbsp;when and as
required to be paid herein, and in the currency required hereunder, any amount of principal of any
Loan or any L/C Obligation, or (ii)&nbsp;within five (5)&nbsp;days after the same becomes due, any interest
on any Loan or on any L/C Obligation, or any fee due hereunder, or (iii)&nbsp;within five days after the
same becomes due, any other amount payable hereunder or under any other Loan Document; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Specific Covenants</U>. Toro fails to perform or observe any term, covenant or
agreement contained in any of <U>Section&nbsp;6.03(a)</U>, <U>6.10</U> or <U>6.11</U> or <U>Article
VII</U>; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Other Defaults</U>. Any Borrower fails 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 <U>Section&nbsp;8.01</U>), and such default shall
continue unremedied for a period of 30&nbsp;days, provided that, if the Borrowers 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 Borrowers may have additional time to cure
such default as specified in writing by the Required Lenders provided that such additional time
shall not exceed 60&nbsp;days; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Representations and Warranties</U>. Any representation or warranty by any Borrower 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 Borrower, 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


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Cross-Default</U>. (i)&nbsp;Any Borrower or any Material Subsidiary (A)&nbsp;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)&nbsp;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 Purchase Termination Event as defined in the Receivables Purchase Facility or any other
termination, liquidation, unwind or similar event or circumstance under the Receivables Purchase
Facility other than a voluntary termination by any Borrower or a scheduled termination, as a result
of which the SPV has ceased purchasing such Receivables from the Originator and all loans and
obligations owing by the SPV have become immediately due and payable (any such event or
circumstance referred to as a &#147;Receivables Purchase Facility Termination&#148;) other than any such
Receivables Purchase Facility Termination that arises solely as a result of (i)&nbsp;a down-grading of
the credit rating of any bank or financial institution not affiliated with the Borrowers that
provides liquidity, credit or other support in connection with such facility; (ii)&nbsp;termination of
the Lender&#146;s Commitment by the Lender (as those two terms are defined in the Receivables Loan
Agreement) pursuant to the terms of Section&nbsp;2.5 of the Receivables Loan Agreement; (iii)&nbsp;failure on
the part of the Lender to pay amounts due under the Receivables Loan Agreement for reasons stated
in Section&nbsp;15.14 of the Receivables Loan Agreement; (iv)&nbsp;the occurrence of an Amortization Event
(other than those described in subsections 10.2(a), 10.2(g) and 10.2(h)(i) and (ii)&nbsp;of the
Receivables Loan Agreement) as that term is defined in the Receivables Loan Agreement or (v)&nbsp;breach
of a covenant contained in the Receivables Purchase Facility and this Agreement if the Lenders have
previously waived compliance with such covenant under the terms of this Agreement with respect to
the particular instance of non-compliance giving rise to the breach of such covenant under the
Receivables Purchase Facility, it being acknowledged by the Borrowers that no waiver by the Lenders
of compliance with the provisions of this Agreement in any particular instance shall constitute a
waiver under either this Agreement or the Receivables Purchase Facility of any future
non-compliance with such provision and (B)&nbsp;within 60&nbsp;days after the effective date of such
Receivables Purchase Facility Termination, additional financing and/or capitalization of the
Borrowers 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 Lenders, shall not be completed and funding thereunder shall not be available to the
Borrowers; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Insolvency, Voluntary Proceedings.</U> Any Borrower 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)&nbsp;voluntarily ceases to conduct its business in the ordinary course;
(iii)&nbsp;commences any Insolvency Proceeding with respect to itself; or (iv)&nbsp;takes any action to
effectuate or authorize any of the foregoing; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;<U>Involuntary Proceedings</U>. (i)&nbsp;Any involuntary Insolvency Proceeding is commenced
or filed against any Borrower 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
Borrower&#146;s or any Material Subsidiary&#146;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&nbsp;days after commencement, filing or levy; (ii)&nbsp;any
Borrower 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)&nbsp;any Borrower 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


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;<U>Monetary Judgments</U>. One or more non-interlocutory judgments, non-interlocutory
orders, decrees or arbitration awards is entered against any or all of the Borrowers 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&nbsp;days after
the entry thereof; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(i)&nbsp;<U>Non-Monetary Judgments.</U> Any non-monetary judgment, order or decree is entered
against any Borrower 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


<P align="left" style="font-size: 12pt; text-indent: 4%">(j)&nbsp;<U>ERISA</U>. (i)&nbsp;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
Borrower 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)&nbsp;the aggregate amount of Unfunded Pension Liability
among all Pension Plans at any time exceeds $10,000,000; or (iii)&nbsp;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&nbsp;4201 of ERISA under a
Multiemployer Plan in an aggregate amount in excess of $10,000,000; or


<P align="left" style="font-size: 12pt; text-indent: 4%">(k)&nbsp;<U>Invalidity of Loan Documents</U>. Any Loan Document, at any time after its execution
and delivery and for any reason other than the agreement of all Lenders or satisfaction in full of
all the Obligations, ceases to be in full force and effect (other than with respect to matters
regarding Eurocurrency Loans which are subject to the application of, and the Borrowers accordingly
complying with the terms of, <U>Section&nbsp;3.02</U>) 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; or



<P align="left" style="margin-left:4%; font-size: 12pt">(l) <U>Change of Control</U>. There occurs any Change of Control.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.02 Remedies Upon Event of Default. </B>If any Event of Default occurs and is continuing, the
Administrative Agent shall, at the request of, or may, with the consent of, the Required Lenders,
take any or all of the following actions:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;declare the commitment of each Lender to make Loans and any obligation of the L/C Issuer
to make L/C Credit Extensions to be terminated, whereupon such commitments and obligation shall be
terminated;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;declare the unpaid principal amount of all outstanding 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, without presentment, demand, protest or other notice of any
kind, all of which are hereby expressly waived by the Borrowers;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;require that the Borrowers Cash Collateralize the L/C Obligations (in an amount equal to
the then Outstanding Amount thereof); and


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;exercise on behalf of itself and the Lenders all rights and remedies available to it and
the Lenders under the Loan Documents;


<P align="left" style="font-size: 12pt"><U>provided</U>, <U>however</U>, that upon the occurrence of an actual or deemed entry of an
order for relief with respect to any Borrower under the Bankruptcy Code of the United States, the
obligation of each Lender to make Loans and any obligation of the L/C Issuer to make L/C Credit
Extensions shall automatically terminate, the unpaid principal amount of all outstanding Loans and
all interest and other amounts as aforesaid shall automatically become due and payable, and the
obligation of the Borrowers to Cash Collateralize the L/C Obligations as aforesaid shall
automatically become effective, in each case without further act of the Administrative Agent or any
Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>8.03 Application of Funds. </B>After the exercise of remedies provided for in <U>Section
8.02</U> (or after the Loans have automatically become immediately due and payable and the L/C
Obligations have automatically been required to be Cash Collateralized as set forth in the proviso
to <U>Section&nbsp;8.02</U>), any amounts received on account of the Obligations shall be applied by
the Administrative Agent in the following order:


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>First</U>, to payment of that portion of the Obligations constituting fees, indemnities,
expenses and other amounts (including fees, charges and disbursements of counsel to the
Administrative Agent and amounts payable under <U>Article&nbsp;III</U>) payable to the Administrative
Agent in its capacity as such;


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Second</U>, to payment of that portion of the Obligations constituting fees, indemnities
and other amounts (other than principal and interest) payable to the Lenders and the L/C Issuer
(including fees, charges and disbursements of counsel to the respective Lenders and the L/C Issuer
and amounts payable under <U>Article&nbsp;III</U>), ratably among them in proportion to the amounts
described in this clause <U>Second</U> payable to them;


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Third</U>, to payment of that portion of the Obligations constituting accrued and unpaid
interest on the Loans, L/C Borrowings and other Obligations, ratably among the Lenders and the L/C
Issuer in proportion to the respective amounts described in this clause <U>Third</U> payable to
them;


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Fourth</U>, to payment of that portion of the Obligations constituting unpaid principal of
the Loans and L/C Borrowings, ratably among the Lenders and the L/C Issuer in proportion to the
respective amounts described in this clause <U>Fourth</U> held by them;


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Fifth</U>, to the Administrative Agent for the account of the L/C Issuer, to Cash
Collateralize that portion of L/C Obligations comprised of the aggregate undrawn amount of Letters
of Credit; and


<P align="left" style="font-size: 12pt; text-indent: 4%"><U>Last</U>, the balance, if any, after all of the Obligations have been indefeasibly paid in
full, to the Borrowers or as otherwise required by Law.


<P align="left" style="font-size: 12pt">Subject to <U>Section&nbsp;2.03(c)</U>, amounts used to Cash Collateralize the aggregate undrawn amount
of Letters of Credit pursuant to clause <U>Fifth</U> above shall be applied to satisfy drawings
under such Letters of Credit as they occur. If any amount remains on deposit as Cash Collateral
after all Letters of Credit have either been fully drawn or expired, such remaining amount shall be
applied to the other Obligations, if any, in the order set forth above.


<P align="center" style="font-size: 12pt"><B>ARTICLE IX.</B>



<P align="center" style="font-size: 12pt"><B>ADMINISTRATIVE AGENT</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.01 Appointment and Authority. </B>Each of the Lenders and the L/C Issuer hereby irrevocably
appoints Bank of America to act on its behalf as the Administrative Agent hereunder and under the
other Loan Documents and authorizes the Administrative Agent to take such actions on its behalf and
to exercise such powers as are delegated to the Administrative Agent by the terms hereof or
thereof, together with such actions and powers as are reasonably incidental thereto. The
provisions of this Article are solely for the benefit of the Administrative Agent, the Lenders and
the L/C Issuer, and neither any Borrower nor any other Loan Party shall have rights as a third
party beneficiary of any of such provisions.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.02 Rights as a Lender. </B>The Person serving as the Administrative Agent hereunder shall have
the same rights and powers in its capacity as a Lender as any other Lender and may exercise the
same as though it were not the Administrative Agent and the term &#147;Lender&#148; or &#147;Lenders&#148; shall,
unless otherwise expressly indicated or unless the context otherwise requires, include the Person
serving as the Administrative Agent hereunder in its individual capacity. Such Person and its
Affiliates may accept deposits from, lend money to, act as the financial advisor or in any other
advisory capacity for and generally engage in any kind of business with the Borrowers or any
Subsidiary or other Affiliate thereof as if such Person were not the Administrative Agent hereunder
and without any duty to account therefor to the Lenders.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.03 Exculpatory Provisions. </B>The Administrative Agent shall not have any duties or
obligations except those expressly set forth herein and in the other Loan Documents. Without
limiting the generality of the foregoing, the Administrative Agent:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;shall not be subject to any fiduciary or other implied duties, regardless of whether a
Default has occurred and is continuing;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;shall not have any duty to take any discretionary action or exercise any discretionary
powers, except discretionary rights and powers expressly contemplated hereby or by the other Loan
Documents that the Administrative Agent is required to exercise as directed in writing by the
Required Lenders (or such other number or percentage of the Lenders as shall be expressly provided
for herein or in the other Loan Documents), <U>provided</U> that the Administrative Agent shall
not be required to take any action that, in its opinion or the opinion of its counsel, may expose
the Administrative Agent to liability or that is contrary to any Loan Document or applicable law;
and


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;shall not, except as expressly set forth herein and in the other Loan Documents, have any
duty to disclose, and shall not be liable for the failure to disclose, any information relating to
any of the Borrowers or any of their respective Affiliates that is communicated to or obtained by
the Person serving as the Administrative Agent or any of its Affiliates in any capacity.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Administrative Agent shall not be liable for any action taken or not taken by it (i)&nbsp;with
the consent or at the request of the Required Lenders (or such other number or percentage of the
Lenders as shall be necessary, or as the Administrative Agent shall believe in good faith shall be
necessary, under the circumstances as provided in <U>Sections&nbsp;11.01</U> and <U>8.02</U>) or (ii)
in the absence of its own gross negligence or willful misconduct. The Administrative Agent shall
be deemed not to have knowledge of any Default unless and until notice describing such Default is
given to the Administrative Agent by Toro, a Lender or the L/C Issuer.


<P align="left" style="font-size: 12pt; text-indent: 4%">The Administrative Agent shall not be responsible for or have any duty to ascertain or inquire
into (i)&nbsp;any statement, warranty or representation made in or in connection with this Agreement or
any other Loan Document, (ii)&nbsp;the contents of any certificate, report or other document delivered
hereunder or thereunder or in connection herewith or therewith, (iii)&nbsp;the performance or observance
of any of the covenants, agreements or other terms or conditions set forth herein or therein or the
occurrence of any Default, (iv)&nbsp;the validity, enforceability, effectiveness or genuineness of this
Agreement, any other Loan Document or any other agreement, instrument or document or (v)&nbsp;the
satisfaction of any condition set forth in <U>Article&nbsp;IV</U> or elsewhere herein, other than to
confirm receipt of items expressly required to be delivered to the Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.04 Reliance by Administrative Agent. </B>The Administrative Agent shall be entitled to rely
upon, and shall not incur any liability for relying upon, any notice, request, certificate,
consent, statement, instrument, document or other writing (including any electronic message,
Internet or intranet website posting or other distribution) believed by it to be genuine and to
have been signed, sent or otherwise authenticated by the proper Person. The Administrative Agent
also may rely upon any statement made to it orally or by telephone and believed by it to have been
made by the proper Person, and shall not incur any liability for relying thereon. In determining
compliance with any condition hereunder to the making of a Loan, or the issuance of a Letter of
Credit, that by its terms must be fulfilled to the satisfaction of a Lender or the L/C Issuer, the
Administrative Agent may presume that such condition is satisfactory to such Lender or the L/C
Issuer unless the Administrative Agent shall have received notice to the contrary from such Lender
or the L/C Issuer prior to the making of such Loan or the issuance of such Letter of Credit. The
Administrative Agent may consult with legal counsel (who may be counsel for Toro), independent
accountants and other experts selected by it, and shall not be liable for any action taken or not
taken by it in accordance with the advice of any such counsel, accountants or experts.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.05 Delegation of Duties. </B>The Administrative Agent may perform any and all of its duties and
exercise its rights and powers hereunder or under any other Loan Document by or through any one or
more sub-agents appointed by the Administrative Agent. The Administrative Agent and any such
sub-agent may perform any and all of its duties and exercise its rights and powers by or through
their respective Related Parties. The exculpatory provisions of this Article shall apply to any
such sub-agent and to the Related Parties of the Administrative Agent and any such sub-agent, and
shall apply to their respective activities in connection with the syndication of the credit
facilities provided for herein as well as activities as Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.06 Resignation of Administrative Agent. </B>The Administrative Agent may at any time give
notice of its resignation to the Lenders, the L/C Issuer and Toro. Upon receipt of any such notice
of resignation, the Required Lenders shall have the right, in consultation with Toro, to appoint a
successor, which shall be a bank with an office in the United States, or an Affiliate of any such
bank with an office in the United States. If no such successor shall have been so appointed by the
Required Lenders and shall have accepted such appointment within 30&nbsp;days after the retiring
Administrative Agent gives notice of its resignation, then the retiring Administrative Agent may on
behalf of the Lenders and the L/C Issuer, appoint a successor Administrative Agent meeting the
qualifications set forth above; <U>provided</U> that if the Administrative Agent shall notify Toro
and the Lenders that no qualifying Person has accepted such appointment, then such resignation
shall nonetheless become effective in accordance with such notice and (1)&nbsp;the retiring
Administrative Agent shall be discharged from its duties and obligations hereunder and under the
other Loan Documents and (2)&nbsp;all payments, communications and determinations provided to be made
by, to or through the Administrative Agent shall instead be made by or to each Lender and the L/C
Issuer directly, until such time as the Required Lenders appoint a successor Administrative Agent
as provided for above in this Section. Upon the acceptance of a successor&#146;s appointment as
Administrative Agent hereunder, such successor shall succeed to and become vested with all of the
rights, powers, privileges and duties of the retiring (or retired) Administrative Agent, and the
retiring Administrative Agent shall be discharged from all of its duties and obligations hereunder
or under the other Loan Documents (if not already discharged therefrom as provided above in this
Section). The fees payable by the Borrowers to a successor Administrative Agent shall be the same
as those payable to its predecessor unless otherwise agreed between Toro and such successor. After
the retiring Administrative Agent&#146;s resignation hereunder and under the other Loan Documents, the
provisions of this Article and <U>Section&nbsp;11.04</U> shall continue in effect for the benefit of
such retiring Administrative Agent, its sub agents and their respective Related Parties in respect
of any actions taken or omitted to be taken by any of them while the retiring Administrative Agent
was acting as Administrative Agent.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any resignation by Bank of America as Administrative Agent pursuant to this Section shall also
constitute its resignation as L/C Issuer and Swing Line Lender. Upon the acceptance of a
successor&#146;s appointment as Administrative Agent hereunder, (a)&nbsp;such successor shall succeed to and
become vested with all of the rights, powers, privileges and duties of the retiring L/C Issuer and
Swing Line Lender, (b)&nbsp;the retiring L/C Issuer and Swing Line Lender shall be discharged from all
of their respective duties and obligations hereunder or under the other Loan Documents, and (c)&nbsp;the
successor L/C Issuer shall issue letters of credit in substitution for the Letters of Credit, if
any, outstanding at the time of such succession or make other arrangement satisfactory to the
retiring L/C Issuer to effectively assume the obligations of the retiring L/C Issuer with respect
to such Letters of Credit.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.07 Non-Reliance on Administrative Agent and Other Lenders. </B>Each Lender and the L/C Issuer
acknowledges that it has, independently and without reliance upon the Administrative Agent or any
other Lender or any of their Related Parties and based on such documents and information as it has
deemed appropriate, made its own credit analysis and decision to enter into this Agreement. Each
Lender and the L/C Issuer also acknowledges that it will, independently and without reliance upon
the Administrative Agent or any other Lender or any of their Related Parties and based on such
documents and information as it shall from time to time deem appropriate, continue to make its own
decisions in taking or not taking action under or based upon this Agreement, any other Loan
Document or any related agreement or any document furnished hereunder or thereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.08 No Other Duties, Etc. </B>Anything herein to the contrary notwithstanding, none of the
Bookrunners, Arrangers or Agents listed on the cover page hereof shall have any powers, duties or
responsibilities under this Agreement or any of the other Loan Documents, except in its capacity,
as applicable, as the Administrative Agent, a Lender or the L/C Issuer hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>9.09 Administrative Agent May File Proofs of Claim. </B>In case of the pendency of any
receivership, insolvency, liquidation, bankruptcy, reorganization, arrangement, adjustment,
composition or other judicial proceeding relative to any Loan Party, the Administrative Agent
(irrespective of whether the principal of any Loan or L/C Obligation shall then be due and payable
as herein expressed or by declaration or otherwise and irrespective of whether the Administrative
Agent shall have made any demand on any Borrower) shall be entitled and empowered, by intervention
in such proceeding or otherwise


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;to file and prove a claim for the whole amount of the principal and interest owing and
unpaid in respect of the Loans, L/C Obligations and all other Obligations that are owing and unpaid
and to file such other documents as may be necessary or advisable in order to have the claims of
the Lenders, the L/C Issuer and the Administrative Agent (including any claim for the reasonable
compensation, expenses, disbursements and advances of the Lenders, the L/C Issuer and the
Administrative Agent and their respective agents and counsel and all other amounts due the Lenders,
the L/C Issuer and the Administrative Agent under <U>Sections&nbsp;2.03(i)</U> and <U>(j)</U>,
<U>2.09</U> and <U>11.04</U>) allowed in such judicial proceeding; and


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;to collect and receive any monies or other property payable or deliverable on any such
claims and to distribute the same;


<P align="left" style="font-size: 12pt">and any custodian, receiver, assignee, trustee, liquidator, sequestrator or other similar official
in any such judicial proceeding is hereby authorized by each Lender and the L/C Issuer to make such
payments to the Administrative Agent and, in the event that the Administrative Agent shall consent
to the making of such payments directly to the Lenders and the L/C Issuer, to pay to the
Administrative Agent any amount due for the reasonable compensation, expenses, disbursements and
advances of the Administrative Agent and its agents and counsel, and any other amounts due the
Administrative Agent under <U>Sections&nbsp;2.09</U> and <U>11.04</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">Nothing contained herein shall be deemed to authorize the Administrative Agent to authorize or
consent to or accept or adopt on behalf of any Lender or the L/C Issuer any plan of reorganization,
arrangement, adjustment or composition affecting the Obligations or the rights of any Lender or to
authorize the Administrative Agent to vote in respect of the claim of any Lender in any such
proceeding.


<P align="center" style="font-size: 12pt"><B>ARTICLE X.</B>



<P align="center" style="font-size: 12pt"><B>GUARANTY</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.01 The Guaranty. </B>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 Lenders or any Lender 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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.02 Guaranty Unconditional. </B>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:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;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;



<P align="left" style="margin-left:4%; font-size: 12pt">(b)&nbsp;any modification or amendment of or supplement to this Agreement or any Note;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;any change in the corporate existence, structure or ownership of any Subsidiary Borrower,
or any insolvency, bankruptcy, reorganization or other similar 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;


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;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 Lender or any other corporation or
person, whether in connection herewith or any unrelated transactions, <U>provided</U> that nothing
herein shall prevent the assertion of any such claim by separate suit or compulsory counterclaim;


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;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


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;any other act or omission to act or delay of any kind by any Subsidiary Borrower, the
Administrative Agent, any Lender 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&#146;s obligations hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%">The obligations of Toro under this <U>Article&nbsp;X</U> 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 <U>Article&nbsp;X</U> irrespective of whether any action is brought against any Subsidiary
Borrower or whether any Subsidiary Borrower is joined in any such action or actions.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.03 Discharge Only Upon Payment In Full; Reinstatement In Certain Circumstances. </B>Toro&#146;s
obligations hereunder shall remain in full force and effect until all 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&#146;s obligations hereunder
with respect to such payment shall be reinstated as though such payment had been due but not made
at such time.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.04 Waiver by Toro. </B>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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.05 No Subrogation. </B>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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>10.06 Stay of Acceleration. </B>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 Lenders.


<P align="center" style="font-size: 12pt"><B>ARTICLE XI.</B>



<P align="center" style="font-size: 12pt"><B>MISCELLANEOUS</B>



<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.01 Amendments, Etc. </B>No amendment or waiver of any provision of this Agreement or any other
Loan Document, and no consent to any departure by the Borrowers or any other Loan Party therefrom,
shall be effective unless in writing signed by the Required Lenders and the Borrowers or the
applicable Loan Party, as the case may be, 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; <U>provided</U>, <U>however</U>, that no such amendment, waiver or
consent shall:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;waive any condition set forth in <U>Section&nbsp;4.01(a)</U> without the written consent of
each Lender;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;extend or increase the Commitment of any Lender (or reinstate any Commitment terminated
pursuant to <U>Section&nbsp;8.02</U>) without the written consent of such Lender;


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;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 Lenders (or any of them) hereunder or under
any other Loan Document without the written consent of each Lender directly affected thereby;


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;reduce the principal of, or the rate of interest specified herein on, any Loan or L/C
Borrowing, or (subject to clause (iv)&nbsp;of the second proviso to this <U>Section&nbsp;11.01</U>) any fees
or other amounts payable hereunder or under any other Loan Document, or change the manner of
computation of any financial ratio (including any change in any applicable defined term) used in
determining the Applicable Rate that would result in a reduction of any interest rate on any Loan
or any fee payable hereunder without the written consent of each Lender directly affected thereby;
<U>provided</U>, <U>however</U>, that only the consent of the Required Lenders shall be necessary
to amend the definition of &#147;Default Rate&#148; or to waive any obligation of any Borrower to pay
interest or Letter of Credit Fees at the Default Rate;


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;change <U>Section&nbsp;2.13</U> or <U>Section&nbsp;8.03</U> in a manner that would alter the pro
rata sharing of payments required thereby without the written consent of each Lender;


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;amend <U>Section&nbsp;1.06</U> or the definition of &#147;Alternative Currency&#148; without the written
consent of each Lender;


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;change any provision of this Section or the definition of &#147;Required Lenders&#148; or any other
provision hereof specifying the number or percentage of Lenders required to amend, waive or
otherwise modify any rights hereunder or make any determination or grant any consent hereunder,
without the written consent of each Lender; or



<P align="left" style="margin-left:4%; font-size: 12pt">(h)&nbsp;release Toro from the Guaranty without the written consent of each Lender;


<P align="left" style="font-size: 12pt">and, <U>provided</U> <U>further</U>, that (i)&nbsp;no amendment, waiver or consent shall, unless in
writing and signed by the L/C Issuer in addition to the Lenders required above, affect the rights
or duties of the L/C Issuer under this Agreement or any Issuer Document relating to any Letter of
Credit issued or to be issued by it; (ii)&nbsp;no amendment, waiver or consent shall, unless in writing
and signed by the Swing Line Lender in addition to the Lenders required above, affect the rights or
duties of the Swing Line Lender under this Agreement; (iii)&nbsp;no amendment, waiver or consent shall,
unless in writing and signed by the Administrative Agent in addition to the Lenders required above,
affect the rights or duties of the Administrative Agent under this Agreement or any other Loan
Document; and (iv)&nbsp;the Fee Letter may be amended, or rights or privileges thereunder waived, in a
writing executed only by the parties thereto. Notwithstanding anything to the contrary herein, no
Defaulting Lender shall have any right to approve or disapprove any amendment, waiver or consent
hereunder, except that the Commitment of such Lender may not be increased or extended without the
consent of such Lender.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>11.02 Notices; Effectiveness; Electronic Communication.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Notices Generally</U>. Except in the case of notices and other communications
expressly permitted to be given by telephone (and except as provided in subsection (b)&nbsp;below), all
notices and other communications provided for herein shall be in writing and shall be delivered by
hand or overnight courier service, mailed by certified or registered mail or sent by telecopier as
follows, and all notices and other communications expressly permitted hereunder to be given by
telephone shall be made to the applicable telephone number, as follows:



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;if to the Borrowers, the Administrative Agent, the L/C Issuer or the Swing Line
Lender, to the address, telecopier number, electronic mail address or telephone number
specified for such Person on <U>Schedule&nbsp;11.02</U>; and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;if to any other Lender, to the address, telecopier number, electronic mail address
or telephone number specified in its Administrative Questionnaire.


<P align="left" style="font-size: 12pt">Notices sent by hand or overnight courier service, or mailed by certified or registered mail, shall
be deemed to have been given when received; notices sent by telecopier shall be deemed to have been
given when sent (except that, if not given during normal business hours for the recipient, shall be
deemed to have been given at the opening of business on the next business day for the recipient).
Notices delivered through electronic communications to the extent provided in subsection (b)&nbsp;below,
shall be effective as provided in such subsection (b).


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Electronic Communications</U>. Notices and other communications to the Lenders and
the L/C Issuer hereunder may be delivered or furnished by electronic communication (including e
mail and Internet or intranet websites) pursuant to procedures approved by the Administrative
Agent, <U>provided</U> that the foregoing shall not apply to notices to any Lender or the L/C
Issuer pursuant to <U>Article&nbsp;II</U> if such Lender or the L/C Issuer, as applicable, has notified
the Administrative Agent that it is incapable of receiving notices under such Article by electronic
communication. The Administrative Agent or Toro may, in its discretion, agree to accept notices
and other communications to it hereunder by electronic communications pursuant to procedures
approved by it, <U>provided</U> that approval of such procedures may be limited to particular
notices or communications.


<P align="left" style="font-size: 12pt; text-indent: 4%">Unless the Administrative Agent otherwise prescribes, (i)&nbsp;notices and other communications
sent to an e-mail address shall be deemed received upon the sender&#146;s receipt of an acknowledgement
from the intended recipient (such as by the &#147;return receipt requested&#148; function, as available,
return e-mail or other written acknowledgement), <U>provided</U> that if such notice or other
communication is not sent during the normal business hours of the recipient, such notice or
communication shall be deemed to have been sent at the opening of business on the next business day
for the recipient, and (ii)&nbsp;notices or communications posted to an Internet or intranet website
shall be deemed received upon the deemed receipt by the intended recipient at its e-mail address as
described in the foregoing clause (i)&nbsp;of notification that such notice or communication is
available and identifying the website address therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Change of Address, Etc</U>. Each of the Borrowers, the Administrative Agent, the L/C
Issuer and the Swing Line Lender may change its address, telecopier or telephone number for notices
and other communications hereunder by notice to the other parties hereto. Each other Lender may
change its address, telecopier or telephone number for notices and other communications hereunder
by notice to Toro, the Administrative Agent, the L/C Issuer and the Swing Line Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Reliance by Administrative Agent, L/C Issuer and Lenders</U>. The Administrative
Agent, the L/C Issuer and the Lenders shall be entitled to rely and act upon any notices (including
telephonic Committed Loan Notices and Swing Line Loan Notices) purportedly given by or on behalf of
any Borrower even if (i)&nbsp;such notices were not made in a manner specified herein, were incomplete
or were not preceded or followed by any other form of notice specified herein, or (ii)&nbsp;the terms
thereof, as understood by the recipient, varied from any confirmation thereof. The Borrowers shall
indemnify the Administrative Agent, the L/C Issuer, each Lender and the Related Parties of each of
them from all losses, costs, expenses and liabilities resulting from the reliance by such Person on
each notice purportedly given by or on behalf of any Borrower. All telephonic notices to and other
telephonic communications with the Administrative Agent may be recorded by the Administrative
Agent, and each of the parties hereto hereby consents to such recording.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.03 No Waiver; Cumulative Remedies. </B>No failure by any Lender or the Administrative Agent to
exercise, and no delay by any such Person in exercising, 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. The rights, remedies, powers and privileges herein
provided are cumulative and not exclusive of any rights, remedies, powers and privileges provided
by law.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>11.04 Expenses; Indemnity; Damage Waiver.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Costs and Expenses</U>. The Borrowers shall pay (i)&nbsp;all reasonable out of pocket
expenses incurred by the Administrative Agent and its Affiliates (including the reasonable fees,
charges and disbursements of counsel for the Administrative Agent), in connection with the
syndication of the credit facilities provided for herein, the preparation, negotiation, execution,
delivery and administration of this Agreement and the other Loan Documents or any amendments,
modifications or waivers of the provisions hereof or thereof (whether or not the transactions
contemplated hereby or thereby shall be consummated), (ii)&nbsp;all reasonable out of pocket expenses
incurred by the L/C Issuer in connection with the issuance, amendment, renewal or extension of any
Letter of Credit or any demand for payment thereunder and (iii)&nbsp;all out of pocket expenses incurred
by the Administrative Agent, any Lender or the L/C Issuer (including the fees, charges and
disbursements of any counsel for the Administrative Agent, any Lender or the L/C Issuer), in
connection with the enforcement or protection of its rights (A)&nbsp;in connection with this Agreement
and the other Loan Documents, including its rights under this Section, or (B)&nbsp;in connection with
the Loans made or Letters of Credit issued hereunder, including all such out of pocket expenses
incurred during any workout, restructuring or negotiations in respect of such Loans or Letters of
Credit.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Indemnification by Toro</U>. The Borrowers shall indemnify the Administrative Agent
(and any sub-agent thereof), each Lender and the L/C Issuer, and each Related Party of any of the
foregoing Persons (each such Person being called an &#147;<U>Indemnitee</U>&#148;) against, and hold each
Indemnitee harmless from, any and all losses, claims, damages, liabilities and related expenses
(including the fees, charges and disbursements of any counsel for any Indemnitee), incurred by any
Indemnitee or asserted against any Indemnitee by any third party or by any Borrower or any other
Loan Party arising out of, in connection with, or as a result of (i)&nbsp;the execution or delivery of
this Agreement, any other Loan Document or any agreement or instrument contemplated hereby or
thereby, the performance by the parties hereto of their respective obligations hereunder or
thereunder or the consummation of the transactions contemplated hereby or thereby, (ii)&nbsp;any Loan or
Letter of Credit or the use or proposed use of the proceeds therefrom (including any refusal by the
L/C Issuer to honor a demand for payment under a Letter of Credit if the documents presented in
connection with such demand do not strictly comply with the terms of such Letter of Credit), (iii)
any actual or alleged presence or release of Hazardous Materials on or from any property owned or
operated by any Borrower or any of its Subsidiaries, or any Environmental Liability related in any
way to any Borrower or any of its Subsidiaries, or (iv)&nbsp;any actual or prospective claim,
litigation, investigation or proceeding relating to any of the foregoing, whether based on
contract, tort or any other theory, whether brought by a third party or by Toro or any other Loan
Party, and regardless of whether any Indemnitee is a party thereto; <U>provided</U> that such
indemnity shall not, as to any Indemnitee, be available to the extent that such losses, claims,
damages, liabilities or related expenses (x)&nbsp;are determined by a court of competent jurisdiction by
final and nonappealable judgment to have resulted from the gross negligence or willful misconduct
of such Indemnitee or (y)&nbsp;result from a claim brought by Toro or any other Loan Party against an
Indemnitee for breach in bad faith of such Indemnitee&#146;s obligations hereunder or under any other
Loan Document, if Toro or such other Loan Party has obtained a final and nonappealable judgment in
its favor on such claim as determined by a court of competent jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Reimbursement by Lenders</U>. To the extent that the Borrowers for any reason fail to
indefeasibly pay any amount required under subsection (a)&nbsp;or (b)&nbsp;of this Section to be paid by it
to the Administrative Agent (or any sub-agent thereof), the L/C Issuer or any Related Party of any
of the foregoing, each Lender severally agrees to pay to the Administrative Agent (or any such
sub-agent), the L/C Issuer or such Related Party, as the case may be, such Lender&#146;s Applicable
Percentage (determined as of the time that the applicable unreimbursed expense or indemnity payment
is sought) of such unpaid amount, <U>provided</U> that the unreimbursed expense or indemnified
loss, claim, damage, liability or related expense, as the case may be, was incurred by or asserted
against the Administrative Agent (or any such sub-agent) or the L/C Issuer in its capacity as such,
or against any Related Party of any of the foregoing acting for the Administrative Agent (or any
such sub-agent) or L/C Issuer in connection with such capacity. The obligations of the Lenders
under this subsection (c)&nbsp;are subject to the provisions of <U>Section&nbsp;2.12(d)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Waiver of Consequential Damages, Etc.</U> To the fullest extent permitted by
applicable law, no Borrower shall assert, and hereby waives, any claim against any Indemnitee, on
any theory of liability, for special, indirect, consequential or punitive damages (as opposed to
direct or actual damages) arising out of, in connection with, or as a result of, this Agreement,
any other Loan Document or any agreement or instrument contemplated hereby, the transactions
contemplated hereby or thereby, any Loan or Letter of Credit or the use of the proceeds thereof.
No Indemnitee referred to in subsection (b)&nbsp;above shall be liable for any damages arising from the
use by unintended recipients of any information or other materials distributed by it through
telecommunications, electronic or other information transmission systems in connection with this
Agreement or the other Loan Documents or the transactions contemplated hereby or thereby.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Payments</U>. All amounts due under this Section shall be payable not later than
thirty Business Days after demand therefor.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Survival</U>. The agreements in this Section shall survive the resignation of the
Administrative Agent and the L/C Issuer, the replacement of any Lender, the termination of the
Aggregate Commitments and the repayment, satisfaction or discharge of all the other Obligations.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.05 Payments Set Aside. </B>To the extent that any payment by or on behalf of any Borrower is
made to the Administrative Agent, the L/C Issuer or any Lender, or the Administrative Agent, the
L/C Issuer or any Lender exercises its right of setoff, and such payment or the proceeds of such
setoff or any part thereof is subsequently invalidated, declared to be fraudulent or preferential,
set aside or required (including pursuant to any settlement entered into by the Administrative
Agent, the L/C Issuer or such Lender in its discretion) to be repaid to a trustee, receiver or any
other party, in connection with any proceeding under any Debtor Relief Law 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 setoff had not occurred, and (b)&nbsp;each Lender and the L/C Issuer severally agrees to pay to the
Administrative Agent upon demand its applicable share (without duplication) of any amount so
recovered from or repaid by the Administrative Agent, plus interest thereon from the date of such
demand to the date such payment is made at a rate per annum equal to the applicable Overnight Rate
from time to time in effect, in the applicable currency of such recovery or payment. The
obligations of the Lenders and the L/C Issuer under clause (b)&nbsp;of the preceding sentence shall
survive the payment in full of the Obligations and the termination of this Agreement.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>11.06 Successors and Assigns.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>Successors and Assigns Generally</U>. 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 no Loan Party may assign or otherwise transfer any of its
rights or obligations hereunder without the prior written consent of the Administrative Agent and
each Lender and no Lender may assign or otherwise transfer any of its rights or obligations
hereunder except (i)&nbsp;to an Eligible Assignee in accordance with the provisions of subsection (b)&nbsp;of
this Section, (ii)&nbsp;by way of participation in accordance with the provisions of subsection (d)&nbsp;of
this Section, or (iii)&nbsp;by way of pledge or assignment of a security interest subject to the
restrictions of subsection (f)&nbsp;of this Section (and any other attempted assignment or transfer by
any party hereto 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)&nbsp;of this Section
and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative
Agent, the L/C Issuer and the Lenders) any legal or equitable right, remedy or claim under or by
reason of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>Assignments by Lenders</U>. Any Lender 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 in Swing Line Loans) at the time owing to it);
<U>provided</U> that



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(i)&nbsp;except in the case of an assignment of the entire remaining amount of the assigning
Lender&#146;s Commitment and the Loans at the time owing to it or in the case of an assignment to
a Lender or an Affiliate of a Lender or an Approved Fund with respect to a Lender, the
aggregate amount of the Commitment (which for this purpose includes Loans outstanding
thereunder) or, if the Commitment is not then in effect, the principal outstanding balance
of the Loans of the assigning Lender 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 &#147;Trade Date&#148; 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 Event of Default has occurred and is continuing, Toro otherwise consents
(each such consent not to be unreasonably withheld or delayed);



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(ii)&nbsp;each partial assignment shall be made as an assignment of a proportionate part of
all the assigning Lender&#146;s rights and obligations under this Agreement with respect to the
Loans or the Commitment assigned, except that this clause (ii)&nbsp;shall not apply to rights in
respect of Swing Line Loans;



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iii)&nbsp;any assignment of a Commitment must be approved by the Administrative Agent, the
L/C Issuer and the Swing Line Lender unless the Person that is the proposed assignee is
itself a Lender (whether or not the proposed assignee would otherwise qualify as an Eligible
Assignee); and



<P align="left" style="margin-left:4%; font-size: 12pt; text-indent: 4%">(iv)&nbsp;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, and the Eligible Assignee, if it shall not be a Lender, shall deliver to the
Administrative Agent an Administrative Questionnaire


<P align="left" style="font-size: 12pt">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 Lender under this
Agreement, and the assigning Lender 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 Lender&#146;s rights and obligations
under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be
entitled to the benefits of <U>Sections&nbsp;3.01</U>, <U>3.04</U>, <U>3.05</U>, and <U>11.04</U>
with respect to facts and circumstances occurring prior to the effective date of such assignment.
Upon request, each Borrower (at its expense) shall execute and deliver a Note to the assignee
Lender. Any assignment or transfer by a Lender 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 Lender of a participation in such rights and obligations in accordance with subsection (d)&nbsp;of
this Section.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>Register</U>. The Administrative Agent, acting solely for this purpose as an agent of
the Borrowers, shall maintain at the Administrative Agent&#146;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
Lenders, and the Commitments of, and principal amounts of the Loans and L/C Obligations owing to,
each Lender pursuant to the terms hereof from time to time (the &#147;<U>Register</U>&#148;). The entries
in the Register shall be conclusive, and the Borrowers, the Administrative Agent and the Lenders
may treat each Person whose name is recorded in the Register pursuant to the terms hereof as a
Lender hereunder for all purposes of this Agreement, notwithstanding notice to the contrary. The
Register shall be available for inspection by each of the Borrowers and the L/C Issuer at any
reasonable time and from time to time upon reasonable prior notice. In addition, at any time that
a request for a consent for a material or substantive change to the Loan Documents is pending, any
Lender wishing to consult with other Lenders in connection therewith may request and receive from
the Administrative Agent a copy of the Register.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>Participations</U>. Any Lender may at any time, without the consent of, or notice to,
any Borrower or the Administrative Agent, sell participations to any Person (other than a natural
person or any Borrower or any Affiliate or Subsidiary of any Borrower) (each, a
&#147;<U>Participant</U>&#148;) in all or a portion of such Lender&#146;s rights and/or obligations under this
Agreement (including all or a portion of its Commitment and/or the Loans (including such Lender&#146;s
participations in L/C Obligations and/or Swing Line Loans) owing to it); <U>provided</U> that (i)
such Lender&#146;s obligations under this Agreement shall remain unchanged, (ii)&nbsp;such Lender shall
remain solely responsible to the other parties hereto for the performance of such obligations and
(iii)&nbsp;the Borrowers, the Administrative Agent, the Lenders and the L/C Issuer shall continue to
deal solely and directly with such Lender in connection with such Lender&#146;s rights and obligations
under this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%">Any agreement or instrument pursuant to which a Lender sells such a participation shall
provide that such Lender shall retain the sole right to enforce this Agreement and to approve any
amendment, modification or waiver of any provision of this Agreement; <U>provided</U> that such
agreement or instrument may provide that such Lender will not, without the consent of the
Participant, agree to any amendment, waiver or other modification described in the first proviso to
<U>Section&nbsp;11.01</U> that affects such Participant. Subject to subsection (e)&nbsp;of this Section,
each Borrower agrees that each Participant shall be entitled to the benefits of <U>Sections
3.01</U>, <U>3.04</U> and <U>3.05</U> to the same extent as if it were a Lender and had acquired
its interest by assignment pursuant to subsection (b)&nbsp;of this Section. To the extent permitted by
law, each Participant also shall be entitled to the benefits of <U>Section&nbsp;11.08</U> as though it
were a Lender, <U>provided</U> such Participant agrees to be subject to <U>Section&nbsp;2.13</U> as
though it were a Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%">(e)&nbsp;<U>Limitation upon Participant Rights</U>. A Participant shall not be entitled to
receive any greater payment under <U>Section&nbsp;3.01</U> or <U>3.04</U> than the applicable Lender
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 Toro&#146;s prior written consent.
A Participant that would be a Foreign Lender if it were a Lender shall not be entitled to the
benefits of <U>Section&nbsp;3.01</U> unless Toro is notified of the participation sold to such
Participant and such Participant agrees, for the benefit of the Borrowers, to comply with
<U>Section&nbsp;3.01(e)</U> as though it were a Lender.


<P align="left" style="font-size: 12pt; text-indent: 4%">(f)&nbsp;<U>Certain Pledges</U>. Any Lender may at any time pledge or assign a security interest
in all or any portion of its rights under this Agreement (including under its Note(s), if any) to
secure obligations of such Lender, including any pledge or assignment to secure obligations to a
Federal Reserve Bank; <U>provided</U> that no such pledge or assignment shall release such Lender
from any of its obligations hereunder or substitute any such pledgee or assignee for such Lender as
a party hereto.


<P align="left" style="font-size: 12pt; text-indent: 4%">(g)&nbsp;<U>Electronic Execution of Assignments</U>. The words &#147;execution,&#148; &#147;signed,&#148;
&#147;signature,&#148; and words of like import in any Assignment and Assumption shall be deemed to include
electronic signatures or the keeping of records in electronic form, each of which shall be of the
same legal effect, validity or enforceability as a manually executed signature or the use of a
paper-based recordkeeping system, as the case may be, to the extent and as provided for in any
applicable law, including the Federal Electronic Signatures in Global and National Commerce Act,
the New York State Electronic Signatures and Records Act, or any state laws based on the Uniform
Electronic Transactions Act.


<P align="left" style="font-size: 12pt; text-indent: 4%">(h)&nbsp;<U>Resignation as L/C Issuer or Swing Line Lender after Assignment</U>. 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)&nbsp;above, Bank of America may, (i)&nbsp;upon 30&nbsp;days&#146;
notice to Toro and the Lenders, resign as L/C Issuer and/or (ii)&nbsp;upon 30&nbsp;days&#146; notice to Toro,
resign as Swing Line Lender. In the event of any such resignation as L/C Issuer or Swing Line
Lender, Toro shall be entitled to appoint from among the Lenders a successor L/C Issuer or Swing
Line Lender hereunder; <U>provided</U>, <U>however</U>, that no failure by Toro to appoint any
such successor shall affect the resignation of Bank of America as L/C Issuer or Swing Line Lender,
as the case may be. If Bank of America resigns as L/C Issuer, it shall retain all the rights and
obligations of the L/C Issuer hereunder with respect to all Letters of Credit outstanding as of the
effective date of its resignation as L/C Issuer and all L/C Obligations with respect thereto
(including the right to require the Lenders to make Base Rate Committed Loans or fund risk
participations in Unreimbursed Amounts pursuant to <U>Section&nbsp;2.03(c)</U>). If Bank of America
resigns as Swing Line Lender, it shall retain all the rights of the Swing Line Lender provided for
hereunder with respect to Swing Line Loans made by it and outstanding as of the effective date of
such resignation, including the right to require the Lenders to make Base Rate Committed Loans or
fund risk participations in outstanding Swing Line Loans pursuant to <U>Section&nbsp;2.04(c)</U>.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.07 Treatment of Certain Information; Confidentiality. </B>Each of the Administrative Agent,
the Lenders and the L/C Issuer agrees to maintain the confidentiality of the Information (as
defined below), except that Information may be disclosed (a)&nbsp;to its Affiliates and to its and its
Affiliates&#146; respective partners, directors, officers, employees, agents, advisors and
representatives (it being understood that the Persons to whom such disclosure is made will be
informed of the confidential nature of such Information and instructed to keep such Information
confidential), (b)&nbsp;to the extent requested by any regulatory authority purporting to have
jurisdiction over it (including any self-regulatory authority, such as the National Association of
Insurance Commissioners), (c)&nbsp;to the extent required by applicable laws or regulations or by any
subpoena or similar legal process, (d)&nbsp;to any other party hereto, (e)&nbsp;in connection with the
exercise of any remedies hereunder or under any other Loan Document or any action or proceeding
relating to this Agreement or any other Loan Document or the enforcement of rights hereunder or
thereunder, (f)&nbsp;subject to an agreement containing provisions substantially the same as those of
this Section, to (i)&nbsp;any assignee of or Participant in, or any prospective assignee of or
Participant in, any of its rights or obligations under this Agreement or (ii)&nbsp;any actual or
prospective counterparty (or its advisors) to any swap or derivative transaction relating to a
Borrower and its obligations, (g)&nbsp;with the consent of Toro or (h)&nbsp;to the extent such Information
(x)&nbsp;becomes publicly available other than as a result of a breach of this Section or (y)&nbsp;becomes
available to the Administrative Agent, any Lender, the L/C Issuer or any of their respective
Affiliates on a nonconfidential basis from a source other than any Borrower.


<P align="left" style="font-size: 12pt; text-indent: 4%">For purposes of this Section, &#147;<U>Information</U>&#148; means all information received from any
Borrower or any Subsidiary relating to any Borrower or any Subsidiary or any of their respective
businesses, other than any such information that is available to the Administrative Agent, any
Lender or the L/C Issuer on a nonconfidential basis prior to disclosure by any Borrower or any
Subsidiary. Any Person required to maintain the confidentiality of Information as provided in this
Section shall be considered to have complied with its obligation to do so if such Person has
exercised the same degree of care to maintain the confidentiality of such Information as such
Person would accord to its own confidential information.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.08 Right of Setoff. </B>If an Event of Default shall have occurred and be continuing, each
Lender, the L/C Issuer and each of their respective Affiliates is hereby authorized at any time and
from time to time, after obtaining the prior written consent of the Administrative Agent<B>, </B>to the
fullest extent permitted by applicable law, to set off and apply any and all deposits (general or
special, time or demand, provisional or final, in whatever currency) at any time held and other
obligations (in whatever currency) at any time owing by such Lender, the L/C Issuer or any such
Affiliate to or for the credit or the account of any Borrower or any other Loan Party against any
and all of the obligations of such Borrower or such Loan Party now or hereafter existing under this
Agreement or any other Loan Document to such Lender or the L/C Issuer, irrespective of whether or
not such Lender or the L/C Issuer shall have made any demand under this Agreement or any other Loan
Document and although such obligations of such Borrower or such Loan Party may be contingent or
unmatured or are owed to a branch or office of such Lender or the L/C Issuer different from the
branch or office holding such deposit or obligated on such indebtedness. The rights of each
Lender, the L/C Issuer and their respective Affiliates under this Section are in addition to other
rights and remedies (including other rights of setoff) that such Lender, the L/C Issuer or their
respective Affiliates may have. Each Lender and the L/C Issuer agrees to notify Toro and the
Administrative Agent promptly after any such setoff and application, <U>provided</U> that the
failure to give such notice shall not affect the validity of such setoff and application.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.09 Interest Rate Limitation. </B>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 &#147;<U>Maximum Rate</U>&#148;). If
the Administrative Agent or any Lender 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 Borrowers. In determining whether the interest contracted for,
charged, or received by the Administrative Agent or a Lender exceeds the Maximum Rate, such Person
may, to the extent permitted by applicable Law, (a)&nbsp;characterize any payment that is not principal
as an expense, fee, or premium rather than interest, (b)&nbsp;exclude voluntary prepayments and the
effects thereof, and (c)&nbsp;amortize, prorate, allocate, and spread in equal or unequal parts the
total amount of interest throughout the contemplated term of the Obligations hereunder.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.10 Counterparts; Integration; Effectiveness. </B>This Agreement may be executed in
counterparts (and by different parties hereto in different counterparts), each of which shall
constitute an original, but all of which when taken together shall constitute a single contract.
This Agreement and the other Loan Documents constitute the entire contract among the parties
relating to the subject matter hereof and supersede any and all previous agreements and
understandings, oral or written, relating to the subject matter hereof. Except as provided in
<U>Section&nbsp;4.01</U>, this Agreement shall become effective when it shall have been executed by the
Administrative Agent and when the Administrative Agent shall have received counterparts hereof
that, when taken together, bear the signatures of each of the other parties hereto. Delivery of an
executed counterpart of a signature page of this Agreement by telecopy shall be effective as
delivery of a manually executed counterpart of this Agreement.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.11 Survival of Representations and Warranties. </B>All representations and warranties made
hereunder and in any other Loan Document or other document delivered pursuant hereto or thereto or
in connection herewith or therewith shall survive the execution and delivery hereof and thereof.
Such representations and warranties have been or will be relied upon by the Administrative Agent
and each Lender, regardless of any investigation made by the Administrative Agent or any Lender or
on their behalf and notwithstanding that the Administrative Agent or any Lender may have had notice
or knowledge of any Default at the time of any Credit Extension, and shall continue in full force
and effect as long as any Loan or any other Obligation hereunder shall remain unpaid or unsatisfied
or any Letter of Credit shall remain outstanding.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.12 Severability. </B>If any provision of this Agreement or the other Loan Documents is held to
be illegal, invalid or unenforceable, (a)&nbsp;the legality, validity and enforceability of the
remaining provisions of this Agreement and the other Loan Documents shall not be affected or
impaired thereby and (b)&nbsp;the parties shall endeavor in good faith negotiations to replace the
illegal, invalid or unenforceable provisions with valid provisions the economic effect of which
comes as close as possible to that of the illegal, invalid or unenforceable provisions. The
invalidity of a provision in a particular jurisdiction shall not invalidate or render unenforceable
such provision in any other jurisdiction.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.13 Replacement of Lenders. </B>If any Lender requests compensation under <U>Section&nbsp;3.04</U>,
or if any Borrower is required to pay any additional amount to any Lender or any Governmental
Authority for the account of any Lender pursuant to <U>Section&nbsp;3.01</U>, if any Lender is a
Defaulting Lender, then Toro may, at its sole expense and effort, upon notice to such Lender and
the Administrative Agent, require such Lender to assign and delegate, without recourse (in
accordance with and subject to the restrictions contained in, and consents required by, <U>Section
11.06</U>), all of its interests, rights and obligations under this Agreement and the related Loan
Documents to an assignee that shall assume such obligations (which assignee may be another Lender,
if a Lender accepts such assignment), <U>provided</U> that:


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;the Borrowers shall have paid to the Administrative Agent the assignment fee specified in
<U>Section&nbsp;11.06(b)</U>;


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;such Lender shall have received payment of an amount equal to the outstanding principal of
its Loans and L/C Advances, accrued interest thereon, accrued fees and all other amounts payable to
it hereunder and under the other Loan Documents (including any amounts under <U>Section&nbsp;3.05</U>)
from the assignee (to the extent of such outstanding principal and accrued interest and fees) or
the Borrowers (in the case of all other amounts);


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;in the case of any such assignment resulting from a claim for compensation under
<U>Section&nbsp;3.04</U> or payments required to be made pursuant to <U>Section&nbsp;3.01</U>, such
assignment will result in a reduction in such compensation or payments thereafter; and



<P align="left" style="margin-left:4%; font-size: 12pt">(d)&nbsp;such assignment does not conflict with applicable Laws.


<P align="left" style="font-size: 12pt; text-indent: 4%">A Lender shall not be required to make any such assignment or delegation if, prior thereto, as
a result of a waiver by such Lender or otherwise, the circumstances entitling Toro to require such
assignment and delegation cease to apply.



<P align="left" style="margin-left:4%; font-size: 12pt"><B>11.14 Governing Law; Jurisdiction; Etc.</B>


<P align="left" style="font-size: 12pt; text-indent: 4%">(a)&nbsp;<U>GOVERNING LAW</U>. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAW OF THE STATE OF NEW YORK.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;<U>SUBMISSION TO JURISDICTION</U>. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY
AND UNCONDITIONALLY SUBMITS, FOR ITSELF AND ITS PROPERTY, TO THE NONEXCLUSIVE JURISDICTION OF THE
COURTS OF THE STATE OF NEW YORK SITTING IN NEW YORK COUNTY AND OF THE UNITED STATES DISTRICT COURT
OF THE SOUTHERN DISTRICT OF NEW YORK, AND ANY APPELLATE COURT FROM ANY THEREOF, IN ANY ACTION OR
PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT, OR FOR
RECOGNITION OR ENFORCEMENT OF ANY JUDGMENT, AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING MAY BE HEARD AND
DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN
SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION OR
PROCEEDING SHALL BE CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT
OR IN ANY OTHER MANNER PROVIDED BY LAW. NOTHING IN THIS AGREEMENT OR IN ANY OTHER LOAN DOCUMENT
SHALL AFFECT ANY RIGHT THAT THE ADMINISTRATIVE AGENT, ANY LENDER OR THE L/C ISSUER MAY OTHERWISE
HAVE TO BRING ANY ACTION OR PROCEEDING RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT
AGAINST ANY BORROWER OR ANY OTHER LOAN PARTY OR ITS PROPERTIES IN THE COURTS OF ANY JURISDICTION.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;<U>WAIVER OF VENUE</U>. EACH BORROWER AND EACH OTHER LOAN PARTY IRREVOCABLY AND
UNCONDITIONALLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION THAT IT
MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT IN ANY COURT REFERRED TO IN PARAGRAPH (B)&nbsp;OF
THIS SECTION. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT
PERMITTED BY APPLICABLE LAW, THE DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF SUCH ACTION
OR PROCEEDING IN ANY SUCH COURT.


<P align="left" style="font-size: 12pt; text-indent: 4%">(d)&nbsp;<U>SERVICE OF PROCESS</U>. EACH PARTY HERETO IRREVOCABLY CONSENTS TO SERVICE OF PROCESS
IN THE MANNER PROVIDED FOR NOTICES IN <U>SECTION 11.02</U>. NOTHING IN THIS AGREEMENT WILL AFFECT
THE RIGHT OF ANY PARTY HERETO TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY APPLICABLE LAW.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.15 Waiver of Jury Trial. </B>EACH PARTY HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL
PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN
DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY
OTHER THEORY). EACH PARTY HERETO (A)&nbsp;CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE
EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B)&nbsp;ACKNOWLEDGES THAT IT AND THE
OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS
BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.16 USA PATRIOT Act Notice. </B>Each Lender that is subject to the Act (as hereinafter defined)
and the Administrative Agent (for itself and not on behalf of any Lender) hereby notifies the
Borrowers that pursuant to the requirements of the USA PATRIOT Act (Title III of Pub. L. 107-56
(signed into law October&nbsp;26, 2001)) (the &#147;<U>Act</U>&#148;), it is required to obtain, verify and
record information that identifies the Borrowers, which information includes the name and address
of each Borrower and other information that will allow such Lender or the Administrative Agent, as
applicable, to identify such Borrower in accordance with the Act.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.17 Liability of the Borrowers. </B>(a)&nbsp;All obligations of Toro, TCC, Manufacturing and Exmark
or any one of them under this Agreement and the other Loan Documents to which they are a party,
shall be joint and several obligations of Toro, TCC, Manufacturing and Exmark (each of the
foregoing a &#147;Joint Borrower&#148;). Only Toro shall be liable as a guarantor under Article&nbsp;X hereof for
the obligations of the Subsidiary Borrowers under Article&nbsp;XI hereof. All obligations of the
Subsidiary Borrowers (other than Manufacturing and Exmark) under this Agreement and all of the
other Loan Documents shall be several and not joint, the result of which shall be that each
Subsidiary Borrower (other than Manufacturing and Exmark) is obligated to repay only those Loans
made by the Lenders to such Subsidiary Borrower and interest, fees, expenses and other obligations
owing by such Subsidiary Borrower in connection with such Loans.


<P align="left" style="font-size: 12pt; text-indent: 4%">(b)&nbsp;Each Joint Borrower agrees that no Lender shall have any responsibility to inquire into
the apportionment, allocation or disposition of the proceeds of any Credit Extension as among the
Joint Borrowers, and acknowledges that its liability hereunder shall not be reduced or diminished
by the identity of the Joint Borrower giving or receiving of notices and other communications,
making requests for, or effecting conversions or continuations of, Loans or Letters of Credit,
executing and delivering certificates, or receiving or allocating disbursements from the Lenders.
Each Joint Borrower acknowledges that the handling of this credit facility on a joint borrowing
basis as set forth in this Agreement is solely an accommodation to Joint Borrowers and is done at
their request. Each Joint Borrower agrees that no Lender shall incur any liability to any Joint
Borrower as a result thereof. Each Joint Borrower represents and warrants to the Lenders that the
request for joint handling of the Loans, L/C Obligations and other Obligations made hereunder was
made because the Joint Borrowers are engaged in related operations and are interdependent. Each
Joint Borrower expects to derive benefit, directly or indirectly, from such availability because
the successful operation of Joint Borrowers is dependent on the continued successful performance of
the functions of the group.


<P align="left" style="font-size: 12pt; text-indent: 4%">(c)&nbsp;Each Borrower irrevocably appoints Toro as its agent for all purposes relevant to this
Agreement and each of the other Loan Documents, including (i)&nbsp;the giving and receipt of notices,
(ii)&nbsp;the execution and delivery of all documents, instruments and certificates contemplated herein
and all modifications hereto, and (iii)&nbsp;the receipt of the proceeds of any Loans made by the
Lenders, to any such Borrower hereunder. Any acknowledgment, consent, direction, certification or
other action which might otherwise be valid or effective only if given or taken by all Borrowers,
or by each Borrower acting singly, shall be valid and effective if given or taken only by Toro,
whether or not any such other Borrower joins therein. Any notice, demand, consent,
acknowledgement, direction, certification or other communication delivered to Toro in accordance
with the terms of this Agreement or any other Loan Document shall be deemed to have been delivered
to each Borrower.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.18 Judgment Currency. </B>If, for the purposes of obtaining judgment in any court, it is
necessary to convert a sum due hereunder or any other Loan Document in one currency into another
currency, the rate of exchange used shall be that at which in accordance with normal banking
procedures the Administrative Agent could purchase the first currency with such other currency on
the Business Day preceding that on which final judgment is given. The obligation of each Borrower
in respect of any such sum due from it to the Administrative Agent or the Lenders hereunder or
under the other Loan Documents shall, notwithstanding any judgment in a currency (the &#147;<U>Judgment
Currency</U>&#148;) other than that in which such sum is denominated in accordance with the applicable
provisions of this Agreement (the &#147;<U>Agreement Currency</U>&#148;), be discharged only to the extent
that on the Business Day following receipt by the Administrative Agent of any sum adjudged to be so
due in the Judgment Currency, the Administrative Agent may in accordance with normal banking
procedures purchase the Agreement Currency with the Judgment Currency. If the amount of the
Agreement Currency so purchased is less than the sum originally due to the Administrative Agent
from any Borrower in the Agreement Currency, such Borrower agrees, as a separate obligation and
notwithstanding any such judgment, to indemnify the Administrative Agent or the Person to whom such
obligation was owing against such loss. If the amount of the Agreement Currency so purchased is
greater than the sum originally due to the Administrative Agent in such currency, the
Administrative Agent agrees to return the amount of any excess to such Borrower (or to any other
Person who may be entitled thereto under applicable law).


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.19 Automatic Debits of Principal, Interest, Fees. </B>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 Lender, the L/C Issuer or the Arranger under the Loan Documents, the Borrowers hereby
irrevocably authorize Bank of America to debit any deposit account of any Borrower 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&#146;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.


<P align="left" style="font-size: 12pt; text-indent: 4%"><B>11.20 Termination of Existing Credit Agreement. </B>In connection with the delivery of evidence
of termination of the Existing Credit Agreement required as a condition to the effectiveness of
this Agreement pursuant to <U>Section&nbsp;4.01(a)(x)</U>, each of the Lenders, upon delivery of such
evidence, in its capacity as a Lender under the Existing Credit Agreement, waives any notice
requirement under the Existing Credit Agreement with which the Borrowers would otherwise be
obligated to comply in order to terminate the Existing Credit Agreement.


<P align="center" style="font-size: 12pt">&#091;Remainder of page intentionally left blank. Signature pages to follow.&#093;



<P align="center" style="font-size: 10pt; display: none">4
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<P align="left" style="font-size: 12pt; text-indent: 4%"><I>IN WITNESS WHEREOF, </I>the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



<P align="left" style="margin-left:23%; font-size: 12pt"><B>THE TORO COMPANY</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Stephen P. Wolfe</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Stephen P. Wolfe<BR>
Title: Chief Financial Officer</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ J. Lawrence McIntyre</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: J. Lawrence McIntyre<BR>
Title: Vice President, Secretary &#038; General</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:27%; font-size: 12pt">Counsel



<P align="left" style="margin-left:23%; font-size: 12pt"><B>TORO CREDIT COMPANY</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Thomas J. Larson</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Thomas J. Larson<BR>
Title: Secretary and Treasurer</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>TORO MANUFACTURING LLC</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Stephen P. Wolfe</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Stephen P. Wolfe<BR>
Title: Chief Financial Officer</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>EXMARK MANUFACTURING COMPANY INCORPORATED</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Stephen P. Wolfe</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Stephen P. Wolfe<BR>
Title: Chief Financial Officer</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>TORO INTERNATIONAL COMPANY</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Stephen P. Wolfe</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Stephen P. Wolfe<BR>
Title: Chief Financial Officer</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>TOVER OVERSEAS B.V.</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Temmes Management Services B.V.</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>By: <U>/s/ Robert Buitendijk</U></TD>
</TR>

</TABLE>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Robert Buitendijk</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt">Title: Director of Temmes Management Services



<P align="left" style="margin-left:27%; font-size: 12pt">B.V.



<P align="left" style="margin-left:23%; font-size: 12pt"><B>TORO FACTORING COMPANY LIMITED</B>



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Paula Graff</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Paula Graff</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt">Title: Assistant Treasurer


<P align="center" style="font-size: 10pt; display: none">5
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<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt"></FONT><FONT style="font-size=8pt">C664826.21</FONT><FONT style="font-size=12pt">i</FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>BANK OF AMERICA, N.A., </B>as
<BR>
Administrative Agent



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Molly J. Oxford</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Molly J. Oxford<BR>
Title: Vice President</TD>
</TR>


</TABLE>

<P align="center" style="font-size: 10pt; display: none">6
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 12pt">



</TABLE>



<P align="center" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt">S-1<BR>
<BR></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=8pt">C664826.21</FONT><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>BANK OF AMERICA, N.A., </B>as a Lender, L/C Issuer and
Swing Line Lender



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Jeffrey A. Armitage</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Jeffrey A. Armitage</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt">Title: Principal


<P align="center" style="font-size: 10pt; display: none">7
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<P align="center" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt">S-2<BR>
<BR></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=8pt">C664826.21</FONT><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>SUNTRUST BANK</B>, as a Lender and a Co-Syndication Agent



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Molly J. Drennan</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Molly J. Drennan</TD>
</TR>

</TABLE>



<P align="left" style="margin-left:23%; font-size: 12pt">Title: Director


<P align="center" style="font-size: 10pt; display: none">8
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<P align="center" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt">S-3<BR>
<BR></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=8pt">C664826.21</FONT><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>U.S. BANK NATIONAL ASSOCIATION</B>, as a Lender and a
Co-Syndication Agent



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Michael J. Staloch</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Michael J. Staloch<BR>
Title: Senior Vice President</TD>
</TR>


</TABLE>

<P align="center" style="font-size: 10pt; display: none">9
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 12pt">



</TABLE>



<P align="center" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt">S-4<BR>
<BR></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=8pt">C664826.21</FONT><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>HARRIS TRUST AND SAVINGS BANK</B>, as a Lender and a
Co-Documentation Agent



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ James A. Jerz</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: James A. Jerz<BR>
Title: Vice President</TD>
</TR>




</TABLE>

<P align="center" style="font-size: 10pt; display: none">10
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 12pt">



</TABLE>



<P align="center" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt">S-5<BR>
<BR></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=8pt">C664826.21</FONT><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>WELLS FARGO BANK, NATIONAL ASSOCIATION</B>, as a Lender
and a
<BR>
Co-Documentation Agent



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ Scott D. Bjelde</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: Scott D. Bjelde<BR>
Title: Senior Vice President<BR>
By: <U>/s/ Jennifer D. Barrett</U><BR>
Name: Jennifer D. Barrett<BR>
Title: Vice President and Loan Team Manager</TD>
</TR>



</TABLE>

<P align="center" style="font-size: 10pt; display: none">11
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<P><TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 12pt">



</TABLE>



<P align="center" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt">S-6<BR>
<BR></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=8pt">C664826.21</FONT><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt"></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><B>THE BANK OF NEW YORK</B>, as a Lender



<P align="left" style="margin-left:23%; font-size: 12pt">By: <U>/s/ John-Paul Marotta</U>


<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 12pt; color: #000000; background: transparent">
    <TD width="23%" style="background: transparent">&nbsp;</TD>
    <TD width="1%" nowrap align="right">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>Name: John-Paul Marotta<BR>
Title: Vice President</TD>
</TR>

</TABLE>



<P align="center" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=12pt">S-7<BR>
<BR></FONT>



<P align="left" style="margin-left:23%; font-size: 12pt"><FONT style="font-size=8pt">C664826.21</FONT><FONT style="font-size=12pt"></FONT>



<P align="center" style="font-size: 10pt; display: none">12



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