THE TORO COMPANY
OFFICERS' CERTIFICATE
ESTABLISHING
TERMS OF DEBT SECURITIES
The undersigned, Stephen P. Wolfe, Vice President Finance, Treasurer and
Chief Financial Officer of The Toro Company (the "Company") and J. Lawrence
McIntyre, Vice President, Secretary and General Counsel of the Company,
pursuant to authority vested in us by resolution of the Board of Directors of
the Company on May 27, 1997, hereby establish, and certify the establishment
of, the Company's 7.125% Notes due June 15, 2007 (the "Notes") and the
Company's 7.80% Debentures due June 15, 2027 (the "Debentures") to be issued
under the Indenture dated January 31, 1997 (the "Indenture") between the
Company and First Trust National Association, as Trustee (the "Trustee"), as
follows:
7.125% NOTES DUE JUNE 15, 2007
There is hereby established under the Indenture a series of debt
securities of the Company designated the 7.125% Notes due June 15, 2007, as
to which the following terms are hereby approved:
1. The title of the Notes is "7.125% Notes due June 15, 2007".
2. The limit upon the aggregate principal amount of the Notes which may
be authenticated and delivered under the Indenture (except for Notes
authenticated and delivered upon registration of, transfer of, or in exchange
for, or in lieu of other Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
11.07 of the Indenture) is $75,000,000.
3. Interest on the Notes shall be payable to the persons in whose name
the Notes are registered at the close of business on the Regular Record Date
(as defined in the Indenture) for such interest payment, except that interest
payable on June 15, 2007 shall be payable to the persons to whom principal is
payable on such date.
4. The date on which the principal of the Notes is payable, unless
accelerated pursuant to the Indenture, shall be June 15, 2007.
5. The rate at which each of the Notes shall bear interest shall be
7.125% per annum. The date from which interest shall accrue for each of the
Notes shall be June 15, 1997. The interest payment dates on which interest
on the Notes shall be payable are June 15 and December 15 commencing December
15, 1997. The regular record dates for the interest payable on the Notes on
any interest payment date shall be the May 31 and November 30 as the case may
be, immediately preceding such interest payment date.
6. The place or places where the principal of and interest on the Notes
shall be payable, the Notes may be surrendered for registration of transfer,
the Notes may be surrendered for exchange and notices may be given to the
Company in respect of the Notes is at the office of the Trustee, which at the
date hereof is 180 East Fifth Street, St. Paul, Minnesota 55101, and at the
agency of the Trustee maintained for that purpose at the office of the
Trustee; provided that payment of interest, other than at Stated Maturity (as
defined in the Indenture), may be made at the option of the Company by check
mailed to the address of the person entitled thereto as such address shall
appear in the Security Register (as defined in the Indenture).
7. The Notes may be redeemed, in whole or in part, at the option of the
Company at any time at a redemption price equal to the greater of (i) 100% of
the principal amount of such Notes plus accrued interest thereon to the date
of redemption or (ii) as determined by a Quotation Agent (as defined below),
the sum of (x) the present value of the remaining scheduled payments of
principal and interest thereon (not including the portion of any such
payments of interest accrued as of the date of redemption) discounted to the
redemption date on a semi-annual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Adjusted Treasury Rate (as defined below) plus
(y) interest thereon, if any, accrued as of the date of redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.15%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Notes to be redeemed that would be utilized, at the
time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with the Company. "Reference Treasury Dealer"
means (a) Goldman, Sachs & Co. and their successors; provided, however, that
if the foregoing shall cease to be a primary U.S. government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (b) any other
Primary Treasury Dealer selected by the Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked
2
prices for the Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Trustee by such
Reference Treasury Dealer at 5:00 p.m. (New York City time) on the third
business day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to
be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Notes or
portions thereof called for redemption.
8. There is no obligation of the Company to redeem or purchase any of
the Notes pursuant to any sinking fund or analogous provisions, or to repay
any of the Notes prior to Stated Maturity at the option of a Holder thereof.
9. The Notes shall be issued as Global Securities (as defined in the
Indenture) under the Indenture. The Depository Trust Company is hereby
designated as the Depositary for the Notes under the Indenture. The form of
the Global Securities for the Notes shall be as set forth in Annex I hereto.
10. The entire principal amount of the Notes shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 5.02
of the Indenture.
11. Interest on the Notes shall be computed on the basis of a 360-day
year of twelve 30-day months.
7.80% DEBENTURES DUE JUNE 15, 2027
There is hereby established under the Indenture a series of debt
securities of the Company designated the 7.80% Debentures due June 15, 2027,
as to which the following terms are hereby approved:
1. The title of the Debentures is 7.80% Debentures due June 15, 2027".
2. The limit upon the aggregate principal amount of the Debentures
which may be authenticated and delivered under the Indenture (except for
Debentures authenticated and delivered upon registration of, transfer of, or
in exchange for, or in lieu of other Debentures pursuant to Sections 3.04,
3.05, 3.06, 9.06 or 11.07 of the Indenture) is $100,000,000.
3. Interest on the Debentures shall be payable to the persons in whose
name the Debentures are registered at the close of business on the Regular
Record Date (as defined in the Indenture) for such interest payment, except
that interest payable on June 15, 2027 shall be payable to the persons to
whom principal is payable on such date.
3
4. The date on which the principal of the Debentures is payable, unless
accelerated pursuant to the Indenture, shall be June 15, 2027.
5. The rate at which each of the Debentures shall bear interest shall
be 7.80% per annum. The date from which interest shall accrue for each of
the Debentures shall be June 15, 1997. The interest payment dates on which
interest on the Debentures shall be payable are June 15 and December 15
commencing December 15, 1997. The regular record dates for the interest
payable on the Debentures on any interest payment date shall be the May 31
and November 30 as the case may be, immediately preceding such interest
payment date.
6. The place or places where the principal of and interest on the
Debentures shall be payable, the Debentures may be surrendered for
registration of transfer, the Debentures may be surrendered for exchange and
notices may be given to the Company in respect of the Debentures is at the
office of the Trustee, which at the date hereof is 180 East Fifth Street, St.
Paul, Minnesota 55101, and at the agency of the Trustee maintained for that
purpose at the office of the Trustee; provided that payment of interest,
other than at Stated Maturity (as defined in the Indenture), may be made at
the option of the Company by check mailed to the address of the person
entitled thereto as such address shall appear in the Security Register (as
defined in the Indenture).
7. The Debentures may be redeemed, in whole or in part, at the option
of the Company at any time at a redemption price equal to the greater of (i)
100% of the principal amount of such Debentures plus accrued interest thereon
to the date of redemption or (ii) as determined by a Quotation Agent (as
defined below), the sum of (x) the present value of the remaining scheduled
payments of principal and interest thereon (not including the portion of any
such payments of interest accrued as of the date of redemption) discounted to
the redemption date on a semi-annual basis (assuming a 360-day year
consisting of twelve 30-day months) at the Adjusted Treasury Rate (as defined
below) plus (y) interest thereon, if any, accrued as of the date of
redemption.
"Adjusted Treasury Rate" means, with respect to any redemption date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such redemption date, plus 0.20%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Debentures to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any redemption date,
(A) the average of the Reference Treasury Dealer Quotations for such
redemption date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Quotations.
4
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with the Company. "Reference Treasury Dealer"
means (a) Goldman, Sachs & Co. and their successors; provided, however, that
if the foregoing shall cease to be a primary U.S. government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (b) any other
Primary Treasury Dealer selected by the Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any redemption date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New
York City time) on the third business day preceding such redemption date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to
be redeemed.
Unless the Company defaults in payment of the redemption price, on and
after the redemption date, interest will cease to accrue on the Debentures or
portions thereof called for redemption.
8. There is no obligation of the Company to redeem or purchase any of
the Debentures pursuant to any sinking fund or analogous provisions, or to
repay any of the Debentures prior to Stated Maturity at the option of a
Holder thereof.
9. The Debentures shall be issued as Global Securities (as defined in
the Indenture) under the Indenture. The Depository Trust Company is hereby
designated as the Depositary for the Debentures under the Indenture. The
form of the Global Securities for the Debentures shall be as set forth in
Annex II hereto.
10. The entire principal amount of the Debentures shall be payable upon
declaration of acceleration of the maturity thereof pursuant to Section 5.02
of the Indenture.
11. Interest on the Debentures shall be computed on the basis of a
360-day year of twelve 30-day months.
GENERAL
The terms and conditions of the Indenture shall apply to the Notes and
Debentures generally subject to the specific terms of the Notes and
Debentures set forth herein.
The Trustee is appointed as Paying Agent (as defined in the Indenture).
The foregoing terms and forms of the respective Securities have been
established in conformity with the provisions of the Indenture.
5
Each of the undersigned has read the provisions of Sections 3.01 and 3.03
of the Indenture and the definitions relating thereto and the resolutions
adopted by the Board of Directors of the Company authorizing the execution of
the Indenture and the establishment of the Notes and Debentures. In the
opinion of each of the undersigned, he has made such examination or
investigation as is necessary to enable him to express an informed opinion as
to whether or not all conditions precedent provided in the Indenture relating
to the establishment, authentication and delivery of the respective series of
Securities under the Indenture have been complied with. In the opinion of
each of the undersigned, all such conditions precedent have been complied
with.
IN WITNESS WHEREOF, the undersigned have hereunto executed this Officers'
Certificate as of the 18th day of June, 1997.
/s/ STEPHEN P. WOLFE
-----------------------------------
Stephen P. Wolfe
Vice President, Treasurer and
Chief Financial Officer
/s/ J. LAWRENCE McINTYRE
-----------------------------------
J. Lawrence McIntyre
Vice President, Secretary and
General Counsel
6
ANNEX I
NO. ________________ $_____________
THE TORO COMPANY
7.125% NOTE DUE JUNE 15, 2007
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT:
MATURITY DATE: June 15, 2007
DATED DATE:
INTEREST RATE: 7.125%
CUSIP: 891092AC2
INTEREST PAYMENT DATES: June 15 and December 15, commencing December 15, 1997
REGULAR RECORD DATES: May 31 and November 30
7
The Toro Company, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $__________________ on June 15, 2007 and to pay interest
thereon from June 15, 1997 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on June 15
and December 15 in each year, commencing December 15, 1997, at the rate of
7.125% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the May 31 or November 30 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in
said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in St. Paul, Minnesota, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of January 31, 1997 (herein called
the "Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and First Trust National Association, as
Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture
and all indentures supplemental thereto for a statement of the respective
rights, limitations or rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $75,000,000.
8
The Securities of this series may be redeemed, in whole or in part, at
the option of the Company at any time at a Redemption Price equal to the
greater of (i) 100% of the principal amount of such Securities plus accrued
interest thereon to the date of redemption or (ii) as determined by a
Quotation Agent (as defined below), the sum of (x) the present value of the
remaining scheduled payments of principal and interest thereon (not including
the portion of any such payments of interest accrued as of the date of
redemption) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below) plus (y) interest thereon, if any, accrued
as of the date of redemption.
"Adjusted Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date, plus 0.15%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with the Company. "Reference Treasury Dealer"
means (a) Goldman, Sachs & Co. and their successors; provided, however, that
if the foregoing shall cease to be a primary U.S. government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (b) any other
Primary Treasury Dealer selected by the Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New
York City time) on the third Business Day preceding such Redemption Date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to
be redeemed.
Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
9
In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
The Indenture contains provisions for Defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer of this Security or in
exchange for or in lieu of this Security, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less than 25% in
aggregate principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply
to any suit instituted by the Holder of this Security for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
10
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
The Securities shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: __________, _____ THE TORO COMPANY
[SEAL]
By:____________________________
Attest:
____________________________
11
CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
FIRST TRUST NATIONAL ASSOCIATION, as Trustee
By:_________________________________________
Authorized Officer
12
[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT --____________________ Custodian ______________________
(Cust) (Minor)
under Uniform Gifts to Minors ct_________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
_________________________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfers
unto
Please insert Social Security or other
Identifying Number of Assignee ______________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
_________________________________
_________________________________
the within Security and all rights thereunder, hereby irrevocably
constituting and appointing ________________ Attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated: _________________________
________________________________
13
________________________________
Notice: The signature to this
assignment must
correspond with the
name as written on the
face of the within
instrument in every
particular, without
alteration or
enlargement, or any
change whatever.
14
ANNEX II
NO. ________________ $_____________
THE TORO COMPANY
7.80% DEBENTURE DUE JUNE 15, 2027
THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE
HEREINAFTER REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A
NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR
A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART
MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A
NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE
INDENTURE.
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE
OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.
PRINCIPAL AMOUNT:
MATURITY DATE: June 15, 2027
DATED DATE:
INTEREST RATE: 7.80%
CUSIP: 891092AD0
INTEREST PAYMENT DATES: June 15 and December 15, commencing December 15,
1997
REGULAR RECORD DATES: May 31 and November 30
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The Toro Company, a corporation duly organized and existing under the
laws of Delaware (herein called the "Company," which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to Cede & Co., or registered assigns, the
principal sum of $__________________ on June 15, 2027 and to pay interest
thereon from June 15, 1997 or from the most recent Interest Payment Date to
which interest has been paid or duly provided for, semi-annually on June 15
and December 15 in each year, commencing December 15, 1997, at the rate of
7.80% per annum, until the principal hereof is paid or made available for
payment. The interest so payable, and punctually paid or duly provided for,
on any Interest Payment Date will, as provided in such Indenture, be paid to
the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on the Regular Record Date
for such interest, which shall be the May 31 or November 30 (whether or not a
Business Day), as the case may be, next preceding such Interest Payment Date.
Any such interest not so punctually paid or duly provided for will forthwith
cease to be payable to the Holder on such Regular Record Date and may either
be paid to the Person in whose name this Security (or one or more Predecessor
Securities) is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the Trustee, notice
whereof shall be given to Holders of Securities of this series not less than
10 days prior to such Special Record Date, or be paid at any time in any
other lawful manner not inconsistent with the requirements of any securities
exchange on which the Securities of this series may be listed, and upon such
notice as may be required by such exchange, all as more fully provided in
said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the office or agency of the Company maintained for
that purpose in St. Paul, Minnesota, in such coin or currency of the United
States of America as at the time of payment is legal tender for payment of
public and private debts; provided, however, that at the option of the
Company payment of interest may be made by check mailed to the address of the
Person entitled thereto as such address shall appear in the Security Register.
Unless the Certificate of Authentication hereon has been executed by the
Trustee by manual signature, this Security shall not be entitled to any
benefit under the Indenture or be valid or obligatory for any purpose.
This Security is one of a duly authorized issue of securities of the
Company (herein called the "Securities"), issued and to be issued in one or
more series under an Indenture, dated as of January 31, 1997 (herein called
the "Indenture," which term shall have the meaning assigned to it in such
instrument), between the Company and First Trust National Association, as
Trustee (herein called the "Trustee," which term includes any successor
trustee under the Indenture), and reference is hereby made to the Indenture
and all indentures supplemental thereto for a statement of the respective
rights, limitations or rights, duties and immunities thereunder of the
Company, the Trustee and the Holders of the Securities and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of the series designated on the face hereof, limited in
aggregate principal amount to $100,000,000.
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The Securities of this series may be redeemed, in whole or in part, at
the option of the Company at any time at a Redemption Price equal to the
greater of (i) 100% of the principal amount of such Securities plus accrued
interest thereon to the date of redemption or (ii) as determined by a
Quotation Agent (as defined below), the sum of (x) the present value of the
remaining scheduled payments of principal and interest thereon (not including
the portion of any such payments of interest accrued as of the date of
redemption) discounted to the Redemption Date on a semi-annual basis
(assuming a 360-day year consisting of twelve 30-day months) at the Adjusted
Treasury Rate (as defined below) plus (y) interest thereon, if any, accrued
as of the date of redemption.
"Adjusted Treasury Rate" means, with respect to any Redemption Date, the
rate per annum equal to the semi-annual equivalent yield to maturity of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for such Redemption Date, plus 0.20%.
"Comparable Treasury Issue" means the United States Treasury security
selected by a Quotation Agent as having a maturity comparable to the
remaining term of the Securities to be redeemed that would be utilized, at
the time of selection and in accordance with customary financial practice, in
pricing new issues of corporate debt securities of comparable maturity to the
remaining term of such Securities.
"Comparable Treasury Price" means, with respect to any Redemption Date,
(A) the average of the Reference Treasury Dealer Quotations for such
Redemption Date, after excluding the highest and lowest such Reference
Treasury Dealer Quotations or (B) if the Trustee obtains fewer than three
such Reference Treasury Dealer Quotations, the average of all such Quotations.
"Quotation Agent" means the Reference Treasury Dealer appointed by the
Trustee after consultation with the Company. "Reference Treasury Dealer"
means (a) Goldman, Sachs & Co. and their successors; provided, however, that
if the foregoing shall cease to be a primary U.S. government securities
dealer in New York City (a "Primary Treasury Dealer"), the Company shall
substitute therefor another Primary Treasury Dealer; and (b) any other
Primary Treasury Dealer selected by the Trustee after consultation with the
Company.
"Reference Treasury Dealer Quotations" means, with respect to each
Reference Treasury Dealer and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by such Reference Treasury Dealer at 5:00 p.m. (New
York City time) on the third Business Day preceding such Redemption Date.
Notice of any redemption will be mailed at least 30 days but not more
than 60 days before the redemption date to each holder of the Securities to
be redeemed.
Unless the Company defaults in payment of the Redemption Price, on and
after the Redemption Date, interest will cease to accrue on the Securities or
portions thereof called for redemption.
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In the event of redemption of this Security in part only, a new Security
or Securities of this series and of like tenor for the unredeemed portion
hereof will be issued in the name of the Holder hereof upon the cancellation
hereof.
The Indenture contains provisions for Defeasance at any time of the
entire indebtedness of this Security or certain restrictive covenants and
Events of Default with respect to this Security, in each case upon compliance
with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may
be declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Company and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Company and the Trustee with
the consent of the Holders of a majority in principal amount of the
Securities at the time Outstanding of each series to be affected. The
Indenture also contains provisions permitting the Holders of specified
percentages in principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all Securities of such series, to
waive compliance by the Company with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Security shall be conclusive and
binding upon such Holder and upon all future Holders of this Security and of
any Security issued upon the registration of transfer of this Security or in
exchange for or in lieu of this Security, whether or not notation of such
consent or waiver is made upon this Security.
As provided in and subject to the provisions of the Indenture, the Holder
of this Security shall not have the right to institute any proceeding with
respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously
given the Trustee written notice of a continuing Event of Default with
respect to the Securities of this series, the Holders of not less than 25% in
aggregate principal amount of the Securities of this series at the time
Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and offered the
Trustee reasonable indemnity, and the Trustee shall not have received from
the Holders of a majority in principal amount of Securities of this series at
the time Outstanding a direction inconsistent with such request, and shall
have failed to institute any such proceeding, for 60 days after receipt of
such notice, request and offer of indemnity. The foregoing shall not apply
to any suit instituted by the Holder of this Security for the enforcement of
any payment of principal hereof or any premium or interest hereon on or after
the respective due dates expressed herein.
No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Company, which
is absolute and unconditional, to pay the principal of and any premium and
interest on this Security at the times, place and rate, and in the coin or
currency, herein prescribed.
18
As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
office or agency of the Company in any place where the principal of and any
premium and interest on this Security are payable, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Company and the Security Registrar duly executed by, the Holder hereof or its
attorney duly authorized in writing, and thereupon one or more new Securities
of this series and of like tenor, of authorized denominations and for the
same aggregate principal amount, will be issued to the designated transferee
or transferees.
The Securities of this series are issuable only in registered form
without coupons in denominations of $1,000 and any integral multiple thereof.
As provided in the Indenture and subject to certain limitations therein set
forth, Securities of this series are exchangeable for a like aggregate
principal amount of Securities of this series and of like tenor of a
different authorized denomination, as requested by the Holder surrendering
the same.
No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection therewith.
Prior to due presentment of this Security for registration of transfer,
the Company, the Trustee and any agent of the Company or the Trustee may
treat the Person in whose name this Security is registered as the owner
hereof for all purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any such agent shall be affected by notice to
the contrary.
The Securities shall be governed by and construed in accordance with the
laws of the State of New York.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed under its corporate seal.
Dated: __________, _____ THE TORO COMPANY
[SEAL]
By:______________________________
Attest:
____________________________
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CERTIFICATE OF AUTHENTICATION
This is one of the Securities of the series designated herein referred to
in the within-mentioned Indenture.
FIRST TRUST NATIONAL ASSOCIATION, as Trustee
By:_________________________________________
Authorized Officer
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[FORM OF ASSIGNMENT]
ABBREVIATIONS
The following abbreviations, when used in the inscription on the face of
this instrument, shall be construed as though they were written out in full
according to applicable laws or regulations.
TEN COM -- as tenants in common
TEN ENT -- as tenants by the entireties
JT TEN -- as joint tenants with right of survivorship and not as
tenants in common
UNIF GIFT MIN ACT --_________________ Custodian __________________________
(Cust) (Minor)
under Uniform Gifts to Minors Act ________________________________________
(State)
Additional abbreviations may also be used though not in the above list.
__________________________________________________________________________
FOR VALUE RECEIVED, the undersigned hereby sell(s), assign(s) and transfers
unto
Please insert Social Security or other
Identifying Number of Assignee _____________________________________
PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS INCLUDING POSTAL ZIP CODE OF
ASSIGNEE
___________________________
___________________________
the within Security and all rights thereunder, hereby irrevocably
constituting and appointing ________________ Attorney to transfer said
Security on the books of the Company, with full power of substitution in the
premises.
Dated: _________________________
___________________________________
21
___________________________________
Notice: The signature to this
assignment must
correspond with the name
as written on the face of
the within instrument in
every particular, without
alteration or
enlargement, or any
change whatever.
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