THE TORO COMPANY $125,000,000Underwriting Agreement • April 26th, 2007 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • New York
The Notes will be issued pursuant to an indenture, dated as of April 20, 2007 (the “Base Indenture”) between the Company and The Bank of New York Trust Company, N.A. , as trustee, as supplemented by the Supplemental Indenture, to be dated as of April 26, 2007 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”) between the Company and The Bank of New York Trust Company, N.A., as trustee (the “Trustee”), Certain terms of the Notes will be established pursuant to the Supplemental Indenture. Notes issued in book-entry form will be issued in the name of Cede & Co., as nominee of The Depository Trust Company (the “Depositary”), pursuant to a Letter of Representations, to be dated on or before the Closing Date (as defined in Section 2 below) (the “DTC Agreement”), among the Company, the Trustee and the Depositary.
