TTC Toro Co

Item 1.01               Entry into a Material Definitive Agreement.

On November 29, 2016, The Toro Company, a Delaware corporation (“Toro”) (or one of Toro’s wholly owned subsidiaries), TCF Inventory Finance, Inc., a Minnesota corporation (“TCFIF”) (and/or one of TCFIF’s wholly owned subsidiaries or affiliates) and Red Iron Acceptance, LLC, a Delaware limited liability company and joint venture established between Toro and TCFIF (“Red Iron”) to provide inventory financing to certain distributors and dealers of products of Toro and certain of Toro’s affiliates (“Toro Products”), entered into amendments to certain agreements pertaining to the Red Iron joint venture, including a:  (i) Second Amendment to Agreement to Form Joint Venture between Toro and TCFIF; (ii) Third Amendment to Limited Liability Company Agreement of Red Iron between Red Iron Holding Corporation, a Delaware corporation and a wholly owned subsidiary of Toro (“Red Iron Holding”), and TCFIF Joint Venture I, LLC, a Minnesota limited liability company and a wholly owned subsidiary of TCFIF (“TCFIF JV I”); (iii) Second Amendment to Credit and Security Agreement between TCFIF, as lender, and Red Iron, as borrower; and (iv) Fourth Amended and Restated Program and Repurchase Agreement between Toro and Red Iron (the “Fourth Amended Repurchase Agreement”). The Fourth Amended Repurchase Agreement amends and restates in its entirety that certain Third Amended and Restated Repurchase Agreement, dated as of June 30, 2016, by and between Toro and Red Iron.

The purpose of these amendments is, among other things, to: (i) revise the term of Red Iron from October 31, 2017 to October 31, 2024, subject to two-year extensions thereafter unless either party provides written notice to the other party of non-renewal at least one year prior to the end of the then-current term; (ii) provide for an additional exclusivity incentive payment by TCFIF to Toro; (iii) extend the maturity date of the revolving credit facility used by Red Iron primarily to finance the acquisition of inventory of Toro Products from Toro and its affiliates by its distributors and dealers in the United States from October 31, 2017 to October 31, 2024 and to increase the amount available under such revolving credit facility from $450 million to $550 million; (iv) refine the calculations related to the estimated reserve provided for in the Fourth Amended Repurchase Agreement with respect to the accounts of certain dealers and distributors; (v) adjust the percentages in the formula used to calculate the amount of the purchase option that Red Iron Holding has pursuant to the Limited Liability Company Agreement of Red Iron to acquire the equity interest of TCFIF JV I in Red Iron at the end of the applicable term or in certain termination events; (vi) expand the coverage of the Red Iron program to additional products of Toro and its affiliates; and (vii) certain other non-material amendments.

The foregoing description is a summary of the material terms of the amendments, does not purport to be complete and is qualified in its entirety by reference to the complete text of the amendments, copies of which are filed as Exhibits 2.1, 2.2, 2.3 and 10.1 to this Current Report on Form 8-K and are incorporated herein by reference.