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10.23 Indemnification Agreement with the members of the Board 31.2 Certification of Chief Financial Officer Pursuant to
of Directors (incorporated by reference to Exhibit 10(u) to Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002)
Registrant’s Annual Report on Form 10-K for the fiscal year ended (filed herewith).
October 31, 2006, Commission File No. 1-8649).* 32 Certification of Chief Executive Officer and Chief Financial
10.24 The Toro Company Change in Control Severance Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
Compensation Policy and attached Form of Release (incorporated to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished
by reference to Exhibit 10.1 to Registrant’s Current Report on herewith).
Form 8-K dated January 18, 2011, Commission File No. 1-8649).* 101 The following financial information from The Toro Company’s
10.25 Offer Letter dated July 25, 2011 between The Toro Annual Report on Form 10-K for the fiscal year ended October 31,
Company and Renee J. Peterson (incorporated by reference to 2014, filed with the SEC on December 22, 2014, formatted in
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated eXtensible Business Reporting Language (XBRL): (i) Consolidated
July 29, 2011, Commission File No. 1-8649).* Statements of Earnings for each of the fiscal years in the
three-year period ended October 31, 2014, (ii) Consolidated
10.26 Credit Agreement dated as of October 27, 2014 among Statements of Comprehensive Income for each of the fiscal years
The Toro Company, Toro Manufacturing LLC, Exmark in the three-year period ended October 31, 2014, (iii) Consolidated
Manufacturing Company Incorporated, Toro International Company Balance Sheets as of October 31, 2014 and 2013,
and certain subsidiaries, as Borrowers, the lenders from time to (iv) Consolidated Statements of Cash Flows for each of the fiscal
time party thereto, Bank of America, N.A., as Administrative Agent, years in the three-year period ended October 31, 2014,
Swingline Lender and Letter of Credit Issuer and Wells Fargo (v) Consolidated Statements of Stockholders’ Equity each of the
Bank, National Association, as Syndication Agent (incorporated by fiscal years in the three-year period ended October 31, 2014, and
reference to Exhibit 10.1 to Registrant’s Current Report on (vi) Notes to Consolidated Financial Statements (filed herewith).
Form 8-K dated October 27, 2014, Commission File No. 1-8649).
(1) Portions of this exhibit have been redacted and are subject to an order grant-
10.27 (1) Credit and Security Agreement dated August 12, 2009 ing confidential treatment under the Securities Exchange Act of 1934, as
amended (File No. 001-08649, CF #31557). The redacted material was filed
by and between Red Iron Acceptance, LLC and TCF Inventory
separately with the Securities and Exchange Commission.
Finance, Inc. (incorporated by reference to Exhibit 10.1 to
(2) Portions of this exhibit have been redacted and are subject to an order grant-
Registrant’s Current Report on Form 8-K dated August 12, 2009,
ing confidential treatment under the Securities Exchange Act of 1934, as
Commission File No. 1-8649). amended (File No. 001-08649, CF # 28545). The redacted material was filed
10.28 (2) First Amendment to Credit and Security Agreement, separately with the Securities and Exchange Commission.
dated June 6, 2012, by and between Red Iron Acceptance, LLC * Management contract or compensatory plan or arrangement required to be
and TCF Inventory Finance, Inc. (incorporated by reference to filed as an exhibit to this Annual Report on Form 10-K pursuant to
Item 15(b) of Regulation S-K.
Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q dated
May 4, 2012, Commission File No. 1-8649). ** All exhibits and schedules to this exhibit have been omitted pursuant to
Item 601(b)(2) of Regulation S-K. Toro will furnish the omitted exhibits and
12 Computation of Ratio of Earnings to Fixed Charges (filed schedules to the Securities and Exchange Commission upon request by the
herewith). Securities and Exchange Commission.
21 Subsidiaries of Registrant (filed herewith). (b) Exhibits
23 Consent of Independent Registered Public Accounting Firm See Item 15(a)(3) above.
(filed herewith).
31.1 Certification of Chief Executive Officer Pursuant to (c) Financial Statement Schedules
Rule 13a-14(a) (Section 302 of the Sarbanes-Oxley Act of 2002) See Item 15(a)(2) above.
(filed herewith).
74