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2.3 (1) Limited Liability Company Agreement of Red Iron 2.11 Asset Purchase Agreement dated as of October 27, 2014
Acceptance, LLC dated August 12, 2009 by and between Red Iron among The Toro Company, Northern Star Industries, Inc. and its
Holding Corporation and TCFIF Joint Venture I, LLC (incorporated shareholders (incorporated by reference to Exhibit 2.1 to
by reference to Exhibit 2.2 to Registrant’s Current Report on Registrant’s Current Report on Form 8-K dated October 27, 2014,
Form 8-K dated August 12, 2009, Commission File No. 1-8649).** Commission File No. 1-8649).
2.4 Amendment No. 1 to Limited Liability Company Agreement of 3.1 and 4.1 Restated Certificate of Incorporation of The Toro
Red Iron Acceptance, LLC (incorporated by reference to Company (incorporated by reference to Exhibit 3.1 to Registrant’s
Exhibit 2.4 to Registrant’s Annual Report on Form 10-K for the Current Report on Form 8-K dated June 17, 2008, Commission
fiscal year end October 31, 2012, Commission File No. 1-8649).** File No. 1-8649).
2.5 (2) Second Amendment to Limited Liability Company 3.2 and 4.2 Certificate of Amendment to Restated Certificate of
Agreement of Red Iron Acceptance, LLC, dated June 6, 2012, by Incorporation of The Toro Company (incorporated by reference to
and between Red Iron Holding Corporation and TCFIF Joint Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated
Venture I, LLC (incorporated by reference to Exhibit 2.2 to March 13, 2013, Commission File No. 1-8649).
Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter 3.3 and 4.3 Amended and Restated Bylaws of The Toro
ended May 4, 2012, Commission File No. 1-8649).** Company (incorporated by reference to Exhibit 3.2 to Registrant’s
2.6 Receivable Purchase Agreement by and among Toro Credit Current Report on Form 8-K dated June 17, 2008, Commission
Company, as Seller, The Toro Company, and Red Iron File No. 1-8649).
Acceptance, LLC, as Buyer (incorporated by reference to 4.4 Specimen Form of Common Stock Certificate (incorporated
Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated by reference to Exhibit 4(c) to Registrant’s Quarterly Report on
October 1, 2009, Commission File No. 1-8649).** Form 10-Q for the quarter ended August 1, 2008, Commission File
2.7 Second Amended and Restated Repurchase Agreement (Two No. 1-8649).
Step), dated as of October 29, 2010, by and between The Toro 4.5 Indenture dated as of January 31, 1997, between Registrant
Company and Red Iron Acceptance, LLC (incorporated by and First National Trust Association, as Trustee, relating to The
reference to Exhibit 2.1 to Registrant’s Current Report on Toro Company’s 7.80% Debentures due June 15, 2027
Form 8-K dated October 29, 2010, Commission File No. 1-8649).** (incorporated by reference to Exhibit 4(a) to Registrant’s Current
2.8 First Amendment to Second Amended and Restated Report on Form 8-K dated June 24, 1997, Commission File
Repurchase Agreement (Two Step), by and between The Toro No. 1-8649).
Company and Red Iron Acceptance, LLC (incorporated by 4.6 Indenture dated as of April 20, 2007, between Registrant and
reference to Exhibit 2.5 to Registrant’s Annual Report on The Bank of New York Trust Company, N.A., as Trustee, relating
Form 10-K for the fiscal year ended October 31, 2011, to The Toro Company’s 6.625% Notes due May 1, 2037
Commission File No. 1-8649). (incorporated by reference to Exhibit 4.3 to Registrant’s
2.9 Second Amendment to Second Amended and Restated Registration Statement on Form S-3 filed with the Securities and
Repurchase Agreement (Two Step), dated June 6, 2012, by and Exchange Commission on April 23, 2007, Registration
between The Toro Company and Red Iron Acceptance, LLC No. 333-142282).
(incorporated by reference to Exhibit 2.3 to Registrant’s Quarterly 4.7 First Supplemental Indenture dated as of April 26, 2007,
Report on Form 10-Q for the fiscal quarter ended May 4, 2012, between Registrant and The Bank of New York Trust Company,
Commission File No. 1-8649). N.A., as Trustee, relating to The Toro Company’s 6.625% Notes
2.10 Third Amendment to Second Amended and Restated due May 1, 2037 (incorporated by reference to Exhibit 4.1 to
Repurchase Agreement (Two Step), dated December 31, 2013, by Registrant’s Current Report on Form 8-K dated April 23, 2007,
and between The Toro Company and Red Iron Acceptance, LLC Commission File No. 1-8649).
(incorporated by reference to Exhibit 2.1 to Registrant’s Quarterly 4.8 Form of The Toro Company 6.625% Note due May 1, 2037
Report on Form 10-Q for the fiscal quarter ended January 31, (incorporated by reference to Exhibit 4.2 to Registrant’s Current
2014, Commission File No. 1-8649). Report on Form 8-K dated April 23, 2007, Commission File
No. 1-8649).
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