CREDIT AND SECURITY AGREEMENTCredit and Security Agreement • August 13th, 2009 • Toro Co • Lawn & garden tractors & home lawn & gardens equip • Minnesota
NOW, THEREFORE, in consideration of the above Recitals and the mutual covenants herein contained, the parties hereto hereby agree as follows:
AGREEMENT TO FORM JOINT VENTUREForm Joint Venture • August 13th, 2009 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
This Agreement To Form Joint Venture (this “Agreement”) is made and entered into as of the 12th day of August, 2009, between The Toro Company, a Delaware corporation (“Toro”), and TCF Inventory Finance, Inc., a Minnesota corporation (“TCFIF”) (collectively, Toro and TCFIF, the “Parties” and individually, a “Party”).
FORM OF RECEIVABLE PURCHASE AGREEMENTReceivable Purchase Agreement • August 13th, 2009 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
This RECEIVABLE PURCHASE AGREEMENT, dated as of [ , 2009] (this “Agreement”), is entered into by and between [TORO CREDIT COMPANY, a Minnesota corporation (“Toro Credit”)], [TORO INTERNATIONAL COMPANY, a Minnesota corporation (“Toro International”)], [EXMARK MANUFACTURING COMPANY INCORPORATED, a Nebraska corporation (“Exmark”)]. THE TORO COMPANY, a Delaware corporation (“Toro” and together with [Toro Credit], [Toro International] and [Exmark], each a “Seller” and collectively the “Sellers”) and RED IRON ACCEPTANCE, LLC, a Delaware limited liability company (“Buyer”).
LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • August 13th, 2009 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of Red Iron Acceptance, LLC, a Delaware limited liability company (the “Company”), made as of the 12th day of August, 2009, by and between Red Iron Holding Corporation, a Delaware corporation (“Toro Sub”), and TCFIF Joint Venture I, LLC, a Minnesota limited liability company (“TCFIF Sub”) (each individually, a “Member” and, collectively, the “Members”).
FORM OF REPURCHASE AGREEMENT (Two Step)Form of Repurchase Agreement • August 13th, 2009 • Toro Co • Lawn & garden tractors & home lawn & gardens equip
This Repurchase Agreement (“Agreement”) is entered into as of [ , 2009] (“Effective Date”) by and between THE TORO COMPANY, a Delaware corporation, a manufacturer (hereinafter “Seller”), and RED IRON ACCEPTANCE, LLC, a Delaware limited liability company (“Red Iron”), to set forth the terms and conditions under which Red Iron will provide financing for certain dealers and distributors as set forth below. In consideration of the matters and mutual agreements herein contained, Red Iron and Seller agree as follows:
