EX-2.1 2 a14-3861_1ex2d1.htm EX-2.1

Exhibit 2.1

 

Execution Version

 

THIRD AMENDMENT

TO

SECOND AMENDED AND RESTATED REPURCHASE AGREEMENT

(Two Step)

 

THIS THIRD AMENDMENT TO SECOND AMENDED AND RESTATED REPURCHASE AGREEMENT (TWO STEP), dated as of December 31, 2013 (this “Amendment”), is entered into by and between THE TORO COMPANY, a Delaware corporation (“Seller”), and RED IRON ACCEPTANCE, LLC, a Delaware limited liability company (“Red Iron”).  Capitalized terms used herein and not otherwise defined shall have the meanings ascribed thereto in the Repurchase Agreement (as hereinafter defined).

 

RECITALS

 

A.                                    Seller and Red Iron are parties to that certain Second Amended and Restated Repurchase Agreement (Two Step), entered into as of October 29, 2010, as amended by the First Amendment to Second Amended and Restated Repurchase Agreement (Two Step), dated as of December 12, 2011, and the Second Amendment to Second Amended and Restated Repurchase Agreement (Two Step), dated as of June 6, 2012 (as so amended, the “Repurchase Agreement”).

 

B.                                    The parties hereto have agreed to amend the Repurchase Agreement as provided herein.

 

NOW, THEREFORE, in consideration of the agreements hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

 

AGREEMENT

 

1.                                      Amendment.  The first sentence of Section 2(b) (Open Account Inventory Financing Approvals) of the Repurchase Agreement is amended and restated in its entirety as follows:

 

“If Seller or an affiliate of Seller delivers to Red Iron an original Invoice that is the subject of open account financing of inventory and related items and the amount of such Invoice is within (i) pre-established credit limits applicable to the Dealer or Distributor related to such Invoice and (ii) unsecured credit limits established by Red Iron from time to time (which shall not be less than One Million Dollars ($1,000,000) in the aggregate at any time unless otherwise agreed by the parties hereto), then Red Iron shall, from time to time in its commercially reasonable discretion consistent with the credit and operational policies of Red Iron, make an Advance against such Invoice under the terms of this Agreement.”

 

2.                                      Affirmation of Repurchase Agreement; Further References.  The parties hereto each acknowledge and affirm that the Repurchase Agreement, as hereby amended, is hereby

 


 

ratified and confirmed in all respects, and all terms, conditions and provisions of the Repurchase Agreement, except as amended by this Amendment, shall remain unmodified and in full force and effect.  All references in any document or instrument to the Repurchase Agreement (including references in the Repurchase Agreement to the terms thereof) are hereby amended to refer to the Repurchase Agreement as amended by this Amendment.

 

3.                                      Entire Agreement.  This Amendment, on and after the date hereof, contains all of the understandings and agreements of whatsoever kind and nature existing among the parties with respect to this Amendment, the subject matter hereof, and the rights, interests, understandings, agreements and obligations of the parties pertaining to the subject matter hereof with the effect that this Amendment shall control with respect to the specific subjects hereof.

 

4.                                      Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement.  Delivery of an executed counterpart of this Amendment by facsimile transmission or by electronic mail in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart hereof.

 

[Signature Page Follows]

 

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IN WITNESS WHEREOF, the parties hereto have duly executed this Amendment, and this Amendment shall be effective, as of the day and year first above written.

 

 

 

THE TORO COMPANY

 

 

 

 

 

By:

/s/ Renee J. Peterson

 

Name: Renee J. Peterson

 

Its: Vice President, Treasurer and Chief Financial Officer

 

 

 

 

 

RED IRON ACCEPTANCE, LLC

 

 

 

 

 

By:

/s/ Mark J. Wrend

 

Name: Mark J. Wrend

 

Its: Manager

 

Third Amendment to Second Amended and Restated Repurchase Agreement