<PAGE>   1

                                                                       Exhibit 4



                           SECOND AMENDMENT AGREEMENT

         This Second Amendment Agreement (this "Amendment") is made as of the
30th day of June, 2001, by and among PARK-OHIO INDUSTRIES, INC., an Ohio
corporation ("Borrower"), the banking institutions listed on Schedule 1 to the
Credit Agreement, as hereinafter defined ("Banks"), KEYBANK NATIONAL
ASSOCIATION, as administrative agent for the Banks ("Agent"), and THE HUNTINGTON
NATIONAL BANK, as co-agent for the Banks ("Co-Agent").

         WHEREAS, Borrower, Agent and the Banks are parties to a certain Credit
and Security Agreement, dated as of December 21, 2000, as amended and as the
same may from time to time be further amended, restated or otherwise modified,
which provides, among other things, for revolving loans and other financial
accommodations aggregating One Hundred Eighty Million Dollars ($180,000,000),
all upon certain terms and conditions stated therein (the "Credit Agreement");

         WHEREAS, Borrower, Agent and the Banks desire to amend the Credit
Agreement to modify certain provisions thereof; and

         WHEREAS, each capitalized term used herein shall be defined in
accordance with the Credit Agreement;

         NOW, THEREFORE, in consideration of the premises and of the mutual
covenants herein contained and for other valuable considerations, Borrower,
Agent and the Banks hereby agree as follows:

         1. Article I of the Credit Agreement is hereby amended to delete the
definitions of "Applicable Margin", "Collateral", "Commitment", "Loan", "Loan
Documents", and "Revolving Credit Commitment" in their entirety and to
substitute in place thereof, respectively, the following:

                  "Applicable Margin" shall mean:

                  (a) for the period from the Closing Date through March 31,
         2001, twenty-five (25) basis points for each Base Interest Segment and
         one hundred ninety (190) basis points for each LIBOR Interest Segment;

                  (b) for the period from April 1, 2001 through May 31, 2001,
         one hundred (100) basis points for each Base Rate Segment and Two
         Hundred Seventy-Five (275) basis points for each LIBOR Interest
         Segment;

                  (c) for the period from June 1, 2001 through August 31, 2001,
         one hundred twenty-five (125) basis points for each Base Rate Segment
         and three hundred (300) basis points for each LIBOR Interest Segment;
         and

                  (d) commencing with the financial statements for the fiscal
         quarter ending June 30, 2001, the number of basis points (for each Base
         Interest Segment or LIBOR Interest Segment, as appropriate) set forth
         in the following matrix, based upon the result of the

<PAGE>   2

         computation of the Leverage Ratio, shall be used to establish the
         number of basis points that will go into effect on September 1, 2001
         and thereafter:
<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------
                                         APPLICABLE BASIS POINTS         APPLICABLE BASIS POINTS
             LEVERAGE RATIO                   FOR EACH BASE                   FOR EACH LIBOR
                                            INTEREST SEGMENT                 INTEREST SEGMENT
-------------------------------------------------------------------------------------------------
         <S>                             <C>                             <C>
         Greater than or equal               150 basis points                325 basis points
         to 5.25 to 1.00
-------------------------------------------------------------------------------------------------
         Greater than or equal               125 basis points                300 basis points
         to 4.90 to 1.00, but less
         than 5.25 to 1.00
-------------------------------------------------------------------------------------------------
         Greater than or equal
         to 4.75 to 1.00, but less           100 basis points                275 basis points
         than 4.90 to 1.00
-------------------------------------------------------------------------------------------------
         Greater than or equal
         to 4.50 to 1.00, but less           50 basis points                 235 basis points
         than 4.75 to 1.00
-------------------------------------------------------------------------------------------------
         Greater than or equal
         to 4.25 to 1.00, but less           25 basis points                 190 basis points
         than 4.50 to 1.00
-------------------------------------------------------------------------------------------------
         Greater than or equal
         to 4.00 to 1.00, but less           0 basis points                  175 basis points
         than 4.25 to 1.00
-------------------------------------------------------------------------------------------------
         Greater than or equal
         to 3.75 to 1.00, but less           0 basis points                 162.50 basis points
         than 4.00 to 1.00
-------------------------------------------------------------------------------------------------
         Greater than or equal
         to 3.40 to 1.00, but less          0 basis points                  150 basis points
         than 3.75 to 1.00
-------------------------------------------------------------------------------------------------
         Less than 3.40 to 1.00             0 basis points                 137.50 basis points
-------------------------------------------------------------------------------------------------
</TABLE>

         Changes to the Applicable Margin shall be effective on the first day of
         the month following the date upon which Agent received, or, if earlier,
         should have received, pursuant to Section 5.3(a) and (b) hereof, the
         financial statements of Borrower. The above matrix does not modify or
         waive, in any respect, the requirements of Section 5.7 hereof, the
         rights of the Banks to charge the Default Rate, or the rights and
         remedies of Agent and the Banks pursuant to Articles VIII and IX
         hereof.


                                        2

<PAGE>   3

                  "Collateral" shall mean all of Borrower's existing and future
         (a) personal property; (b) Accounts, instruments, contract rights,
         chattel paper, documents, Investment Property, letter-of-credit rights,
         General Intangibles, Inventory and Equipment; (c) funds now or
         hereafter on deposit in the Cash Collateral Account, if any; (d) Cash
         Security; and (e) Proceeds, products, profits, and rents of any of (a)
         through (d) above.

                  "Commitment" shall mean the obligation hereunder of the Banks,
         during the Commitment Period, to make Loans pursuant to the Revolving
         Credit Commitments and to participate in the issuance of Letters of
         Credit, up to the Total Commitment Amount.

                  "Loan" or "Loans" shall mean the credit extended to Borrower
         by the Banks in accordance with Section 2.1A hereof.

                  "Loan Documents" shall mean, collectively, this Agreement,
         each Note, each Guaranty of Payment, all documentation relating to each
         Letter of Credit, each Security Agreement, each Pledge Agreement, each
         Intellectual Property Collateral Assignment Agreement, each Mortgage,
         each Debenture, the Agent Fee Letter, the Closing Fee Letter, all
         U.C.C. financing statements executed in connection with this Agreement
         and any of the foregoing agreements, as any of the foregoing may from
         time to time be amended, restated or otherwise modified or replaced.

                  "Pledged Securities" shall mean all of the following, whether
         now owned or hereafter acquired or created, (a) sixty-five percent
         (65%) of the stock or other equity interest of each Foreign Subsidiary
         of Borrower or any Subsidiary of Borrower, (b) one hundred percent
         (100%) of the stock or other equity interest of each Domestic
         Subsidiary of Borrower, and (c) all proceeds of any of the foregoing.

                  "Revolving Credit Commitment" shall mean the obligation
         hereunder of each Bank, during the Commitment Period, to participate in
         the making of Revolving Loans and the issuance of Letters of Credit, up
         to the aggregate amount set forth opposite such Bank's name under the
         column headed "Revolving Credit Commitment Amount" as set forth on
         Schedule 1 hereto (or such lesser amount as shall be determined
         pursuant to Section 2.5 hereof).

         2. Article I of the Credit Agreement is hereby amended to add the
following new definitions thereto:

                  "Debenture" shall mean any debenture executed and delivered to
         Agent by Borrower or a Guarantor of Payment after the Closing Date with
         respect to real and/or personal property of Borrower or any such
         Guarantor of Payment located in the United Kingdom, to further secure
         Borrower's obligations under the Notes, as the same may from time to
         time be amended, restated or otherwise modified.

                  "Equipment" shall mean all (a) equipment, as defined in
         Chapter 1309 of the Ohio Revised Code as in effect from time to time,
         including, without limitation, machinery, motor


                                        3

<PAGE>   4

         vehicles, trade fixtures, office and other furniture and furnishings,
         tools, dies, jigs, and molds; (b) goods that are used or bought for use
         primarily in any Company's business; (c) goods that are not consumer
         goods, farm products (as defined in Chapter 1309 of the Ohio Revised
         Code as in effect from time to time), or Inventory; and (d) substitutes
         or replacements for, and all parts, accessories, additions, attachments
         or accessions to (a) through (c) above.

                  "Intellectual Property Collateral Assignment Agreement" shall
         mean each Intellectual Property Collateral Assignment Agreement
         executed and delivered to Agent, for the benefit of the Banks, by
         Borrower or a Guarantor of Payment after the Closing Date, as the same
         may from time to time be amended, restated or otherwise modified.

                  "Letter of Credit" shall mean any sight commercial documentary
         letter of credit or any standby letter of credit that shall be issued
         by Agent for the benefit of Borrower or a Guarantor of Payment,
         including amendments thereto, if any, and shall have an expiration date
         no later than the earlier of (a) one (1) year after its date of
         issuance or (b) thirty (30) days prior to the last day of the
         Commitment Period.

                  "Letter of Credit Commitment" shall mean the commitment of
         Agent, on behalf of the Banks, to issue Letters of Credit in an
         aggregate face amount of up to Seven Million Dollars ($7,000,000).

                  "Letter of Credit Exposure" shall mean the sum of (a) the
         aggregate undrawn face amount of all issued and outstanding Letters of
         Credit, and (b) the aggregate of the draws made on Letters of Credit
         that have not been reimbursed by Borrower or converted to a Revolving
         Loan pursuant to Section 2.1B hereof.

                  "Mortgage" shall mean any mortgage, deed of trust or other
         similar instrument executed and delivered to Agent after the Closing
         Date by Borrower or any Guarantor of Payment with respect to real
         property owned by Borrower or any such Guarantor of Payment, including
         the Real Property, to further secure Borrower's obligations under the
         Notes, as the same may from time to time be amended, restated or
         otherwise modified.

                  "Real Property" shall mean (a) the real estate owned by
         Borrower or a Guarantor of Payment, as the case may be, located at the
         addresses set forth on Schedule 3 hereto and (b) any other real estate
         owned by Borrower or any Guarantor of Payment that shall become subject
         to a Mortgage, together with all improvements and buildings thereon and
         all appurtenances, easements or other rights belonging to any of the
         foregoing.

                  "Revolving Credit Exposure" shall mean, at any time, the sum
         of (a) the aggregate principal amount of all Revolving Loans
         outstanding, and (b) the Letter of Credit Exposure.

         3. The Credit Agreement is hereby amended to delete Section 2.1
therefrom in its entirety and to insert in place thereof the following:


                                        4

<PAGE>   5

                  Section 2.1. AMOUNT AND NATURE OF CREDIT. Subject to the terms
         and conditions of this Agreement, each Bank shall participate, to the
         extent hereinafter provided, in making Revolving Loans to Borrower, and
         issuing Letters of Credit at the request of Borrower, in such aggregate
         amount as Borrower shall request pursuant to the Commitment; provided,
         however, that in no event shall the aggregate principal amount of all
         Revolving Loans and Letters of Credit outstanding under this Agreement
         be in excess of the Total Commitment Amount.

                  Each Bank, for itself and not one for any other, agrees to
         participate in Loans made and Letters of Credit issued hereunder during
         the Commitment Period on such basis that (a) immediately after the
         completion of any borrowing by Borrower or issuance of a Letter of
         Credit, the aggregate principal amount then outstanding on the Note
         issued to such Bank, when combined with such Bank's pro rata share of
         the Letter of Credit Exposure shall not be in excess of the Maximum
         Amount for such Bank, and (b) such aggregate principal amount
         outstanding on the Note issued to such Bank shall represent that
         percentage of the aggregate principal amount then outstanding on all
         Notes (including the Note held by such Bank) that is such Bank's
         Commitment Percentage.

                  Each borrowing from the Banks hereunder shall be made pro rata
         according to the respective Commitment Percentages of the Banks. The
         Loans may be made as Revolving Loans, and Letters of Credit may be
         issued, as follows:

                  A. Revolving Loans.

                  Subject to the terms and conditions of this Agreement, during
         the Commitment Period, the Banks shall make a Revolving Loan or
         Revolving Loans to Borrower in such amount or amounts as Borrower may
         from time to time request, but not exceeding in aggregate principal
         amount at any time outstanding hereunder the Total Commitment Amount,
         when such Revolving Loans are combined with the Letter of Credit
         Exposure. Each Revolving Loan shall mature on the last day of the
         Commitment Period and shall bear interest at a Base Rate Option or one
         or more LIBOR Rate Options as selected by Borrower in accordance with
         the terms and conditions set forth herein.

                  With respect to the Base Interest Segment of each Revolving
         Loan, Borrower shall pay interest on the unpaid principal amount
         thereof outstanding from time to time from the date thereof until paid,
         commencing December 31, 2000, and on the last day of each succeeding
         March, June, September and December thereafter and at the maturity
         thereof, at the Derived Base Rate from time to time in effect.

                  With respect to each LIBOR Interest Segment of each Revolving
         Loan, Borrower shall pay interest on the unpaid principal amount
         thereof outstanding from time to time, from the first day of the
         Interest Period applicable thereto through the last day of the Interest
         Period applicable thereto. Interest on each such LIBOR Interest Segment
         shall be at the Derived LIBOR Rate, as calculated on the first day of
         the Interest Period applicable thereto (fixed for such Interest Period
         with respect to the LIBOR Rate, but subject to changes in the



                                        5
<PAGE>   6

         Applicable Margin), and shall be payable on the Interest Adjustment
         Date with respect to such Interest Period (provided that if an Interest
         Period exceeds three (3) months, the interest must be paid every three
         (3) months, commencing three (3) months from the beginning of such
         Interest Period). At the request of Borrower to Agent, subject to the
         notice and other provisions of Section 2.2 hereof, the Banks shall
         change all or any part of a Base Rate Segment of any Revolving Loan to
         a LIBOR Rate Option at any time, and shall change any LIBOR Interest
         Segment of any Revolving Loan to a Base Rate Option on the Interest
         Adjustment Date applicable to such LIBOR Interest Segment.

                  The obligation of Borrower to repay the Revolving Loans made
         by each Bank and to pay interest thereon shall be evidenced by a
         Revolving Credit Note of Borrower in the form of Exhibit A hereto,
         payable to the order of such Bank in the principal amount of its
         Revolving Credit Commitment, or, if less, the aggregate unpaid
         principal amount of Revolving Loans made hereunder by such Bank.
         Subject to the provisions of this Agreement, Borrower shall be entitled
         under this Section 2.1A to borrow funds, repay the same in whole or in
         part and re-borrow hereunder at any time and from time to time during
         the Commitment Period.

                  B. Letters of Credit.

                  Subject to the terms and conditions of this Agreement, during
         the Commitment Period, Agent shall, in the name of KeyBank National
         Association, but only as Agent for the Banks, issue such Letters of
         Credit for the account of Borrower or any Guarantor of Payment, as
         Borrower may from time to time request. Borrower shall not request any
         Letter of Credit (and Agent shall not be obligated to issue any Letter
         of Credit) if, after giving effect thereto, (a) the aggregate undrawn
         face amount of all issued and outstanding Letters of Credit would
         exceed the Letter of Credit Commitment or (b) the Revolving Credit
         Exposure would exceed the aggregate amount of the Revolving Credit
         Commitments. The issuance of each Letter of Credit shall confer upon
         each Bank the benefits and liabilities of a participation consisting of
         an undivided pro rata interest in the Letter of Credit to the extent of
         such Bank's Commitment Percentage.

                  Each request for a Letter of Credit shall be delivered to
         Agent not later than 11:00 A.M. (Cleveland, Ohio time) three (3)
         Business Days prior to the day upon which the Letter of Credit is to be
         issued. Each such request shall be in a form acceptable to Agent and
         specify the face amount thereof, whether such Letter of Credit is a
         commercial documentary or a standby Letter of Credit, the account
         party, the beneficiary, the intended date of issuance, the expiry date
         thereof, and the nature of the transaction to be supported thereby.
         Concurrently with each such request, Borrower, and any Guarantor of
         Payment for whose benefit the Letter of Credit is to be issued, shall
         execute and deliver to Agent an appropriate application and agreement,
         being in the standard form of Agent for such letters of credit, as
         amended to conform to the provisions of this Agreement if required by
         Agent. Agent shall give each Bank notice of each such request for a
         Letter of Credit.


                                       6
<PAGE>   7

                  In respect of each Letter of Credit that is a commercial
         documentary letter of credit and the drafts thereunder, whether issued
         for the account of Borrower or a Guarantor of Payment, Borrower agrees
         (i) to pay to Agent, for the pro rata benefit of the Banks, a non-
         refundable commission based upon the face amount of the Letter of
         Credit, which shall be paid quarterly in arrears, on the last day of
         each succeeding March, June, September and December of each year and at
         the expiration of such Letter of Credit, at the rate of one and
         one-fourth percent (1 1/4%) per annum times the face amount of the
         Letter of Credit; (ii) to pay to Agent, for its sole account, an
         additional Letter of Credit fee, which shall be paid on each date that
         such Letter of Credit is issued or renewed at the rate of one-eighth
         percent (1/8 of 1%) of the face amount of such Letter of Credit; and
         (iii) for its sole account, such other issuance, amendment,
         negotiation, draw, acceptance, telex, courier, postage and similar
         transactional fees as are generally charged by Agent under its fee
         schedule as in effect from time to time. In respect of each Letter of
         Credit that is a standby letter of credit and the drafts thereunder, if
         any, whether issued for the account of Borrower or a Guarantor of
         Payment, Borrower agrees (A) to pay to Agent, for the pro rata benefit
         of the Banks, a non-refundable commission based upon the face amount
         of the Letter of Credit, which shall be paid quarterly in arrears, on
         the last day of each succeeding March, June, September and December of
         each year and at the expiration of such Letter of Credit, at the rate
         of one and one-fourth percent (1 1/4%) per annum times the face amount
         of the Letter of Credit; (B) to pay to Agent, for its sole account, an
         additional Letter of Credit fee, which shall be paid on each date that
         such Letter of Credit is issued or renewed at the rate of one-eighth
         percent (1/8 of 1%) of the face amount of such Letter of Credit; and
         (C) to pay to Agent for its sole account, such other issuance,
         amendment, negotiation, draw, acceptance, telex, courier, postage and
         similar transactional fees as are generally charged by Agent under its
         fee schedule as in effect from time to time.

         4. Section 2.2 of the Credit Agreement is hereby amended to add the
words "and of Agent to issue any Letter of Credit" immediately after the word
"Loan" in the second line of the first paragraph thereof.

         5. Section 2.2 of the Credit Agreement is hereby amended to add the
following new subsection thereto:

         (g) with respect to Letters of Credit, satisfaction of the notice
         provisions set forth in Section 2.1B hereof.

         6. Section 2.2 of the Credit Agreement is hereby amended to add the
words "or for the issuance of a Letter of Credit" immediately after the word
"Loan" in the first line of the second to the last paragraph thereof.

         7. Section 2.5 of the Credit Agreement is hereby amended to delete
subsection (a) therefrom in its entirety and to insert in place thereof the
following:

                  (a) Borrower shall pay to Agent, for the ratable account of
         the Banks, as a consideration for the Commitment hereunder, a
         commitment fee from the Closing Date to



                                       7
<PAGE>   8

         and including the last day of the Commitment Period, payable quarterly,
         equal to (i) the Applicable Commitment Fee Rate in effect on the
         payment date, times (ii) (A) the maximum Total Commitment Amount in
         effect during such quarter, less (B) the average daily Revolving Credit
         Exposure during such quarter. The commitment fee shall be payable, in
         arrears, on December 31, 2000, and on the last day of each March, June,
         September and December thereafter, and on the last day of the
         Commitment Period.

         8. Section 2.5 of the Credit Agreement is hereby amended to delete
subsection (c) therefrom in its entirety and to insert in place thereof the
following:

                  (c) Borrower may at any time or from time to time permanently
         reduce in whole or ratably in part the Commitment of the Banks
         hereunder to an amount not less than the Revolving Credit Exposure then
         outstanding, by giving not fewer than three (3) Business Days' notice
         of such reduction, provided that any such partial reduction shall be in
         an aggregate amount, for all of the Banks, of not less than Five
         Million Dollars ($5,000,000) or any multiple thereof. Agent shall
         promptly notify each Bank of the date of each such reduction and such
         Bank's proportionate share thereof. After each such reduction, the
         commitment fees payable hereunder shall be calculated upon the Total
         Commitment Amount as so reduced. If Borrower reduces in whole the
         Commitment of the Banks, on the effective date of such reduction
         (Borrower having prepaid in full the unpaid principal balance, if any,
         of the Notes, together with all interest and commitment and other fees
         accrued and unpaid), and provided that no issued and outstanding
         Letters of Credit shall exist, all of the Notes shall be delivered to
         Agent marked "Canceled" and Agent shall redeliver such Notes to
         Borrower. Any partial reduction in the Commitment of the Banks shall be
         effective during the remainder of the Commitment Period.

         9. The Credit Agreement is hereby amended to delete Section 2.6
therefrom in its entirety and to insert in place thereof the following:

                  SECTION 2.6. COMPUTATION OF INTEREST AND FEES; DEFAULT RATE.
         Interest on Loans, Related Expenses and commitment and other fees and
         charges hereunder shall be computed on the basis of a year having three
         hundred sixty (360) days and calculated for the actual number of days
         elapsed. Anything herein to the contrary notwithstanding, if an Event
         of Default shall occur hereunder, at the option of the Required Banks,
         (a) the principal of each Note and the unpaid interest thereon shall
         bear interest, until paid, at the Default Rate; and (b) the fee for the
         aggregate undrawn face amount of all issued and outstanding Letters of
         Credit shall be increased to three percent (3%) in excess of the then
         applicable fee from time to time in effect pursuant to Section 2.1B
         hereof. In no event shall the rate of interest hereunder exceed the
         maximum rate allowable by law.

         10. The Credit Agreement is hereby amended to delete Section 2.7 in its
entirety and to insert in place thereof the following:

                  SECTION 2.7. MANDATORY PAYMENT. If, at any time, the Revolving
         Credit Exposure shall exceed the Total Commitment Amount, Borrower
         shall, as promptly


                                       8
<PAGE>   9

         as practicable, but in no event later than the next Business Day,
         prepay an aggregate principal amount of the Loans sufficient to bring
         the Revolving Credit Exposure within the Commitment of the Banks. Any
         prepayment of a LIBOR Interest Segment pursuant to this Section 2.7
         shall be subject to the prepayment fees set forth in Section 2.4
         hereof.

         11. The Credit Agreement is hereby amended to delete Sections 5.7(a)
and (c) in their entirety and to insert in place thereof, respectively, the
following:

                  (a) INTEREST COVERAGE RATIO. Borrower shall not suffer or
         permit, at any time, for the most recently completed four (4) fiscal
         quarters of Borrower, the ratio of (i) Consolidated Pro-Forma EBIT to
         (ii) Consolidated Pro-Forma Interest Expense to be less than (A) 1.60
         to 1.00 on the Closing Date through December 31, 2000, (B) 1.40 to 1.00
         on January 1, 2001 through March 31, 2001, (C) 1.20 to 1.00 on April 1,
         2001 through December 31, 2001, (D) 1.35 to 1.00 on January 1, 2002
         through March 31, 2002, and (E) 1.60 to 1.00 on April 1, 2002 and
         thereafter.

                  (c) LEVERAGE RATIO. Borrower shall not suffer or permit, at
         any time, for the most recently completed four (4) fiscal quarters of
         Borrower, the Leverage Ratio to exceed (i) 4.80 to 1.00 on the Closing
         Date through December 31, 2000, (ii) 5.25 to 1.00 on January 1, 2001
         through March 31, 2001, (iii) 6.00 to 1.00 on April 1, 2001 through
         December 31, 2001, (iv) 5.50 to 1.00 on January 1, 2002 through March
         31, 2002, and (v) 4.80 to 1.00 on April 1, 2002 and thereafter.

         12. Section 5.18 of the Credit Agreement is hereby amended to add the
words "or Equipment" immediately after the word "Inventory" in both places that
it appears in subsection (a) thereof.

         13. Section 5.19 of the Credit Agreement is hereby amended to add the
words "and Equipment" immediately after the word "Inventory" in subsection (a)
thereof.

         14. Section 5.19 of the Credit Agreement is hereby amended to add the
following new subsection thereto:

                  (f) maintain Borrower's Equipment in good operating condition
         and repair, ordinary wear and tear excepted, making all necessary
         replacements thereof so that the value and operating efficiency thereof
         shall at all times be maintained and preserved, and promptly inform
         Agent of any additions to or deletions from Borrower's Equipment (other
         than in the ordinary course of business).

         15. Section 5.19 of the Credit Agreement is hereby amended to add the
words "or Equipment" immediately after the word "Inventory" in the last
paragraph thereof and to add the following new sentence at the end of such
paragraph:


                                       9
<PAGE>   10

         If Borrower fails to keep and maintain its Equipment in good operating
         condition, Agent may (but shall not be required to) so maintain or
         repair all or any part of Borrower's Equipment and the cost thereof
         shall be a Related Expense.

         16. The Credit Agreement is hereby amended to delete Section 5.24
therefrom in its entirety and to insert in place thereof the following:

                  SECTION 5.24. RIGHT TO TAKE ADDITIONAL COLLATERAL.

                  (a) In addition to any other right that Agent and the Banks
         may have pursuant to this Agreement or otherwise and subject to subpart
         (b) hereof, Borrower shall, and shall cause each Guarantor of Payment
         to, at any time upon request of Agent (i) grant to Agent, for the
         benefit of the Banks, as additional security for the Secured Debt a
         first priority security interest in or Lien on any real or personal
         property of Borrower and each Guarantor of Payment in which Agent does
         not already have a first priority security interest or Lien (the
         "Additional Collateral"), and (ii) execute and deliver to Agent, for
         the benefit of the Banks, such security agreements, intellectual
         property assignment agreements, pledge agreements, mortgages (or deeds
         of trust, if applicable) or other documents, instruments or agreements
         or such thereof as Agent and the Required Banks may reasonably require
         in connection with security interests and Liens to be granted in the
         Additional Collateral pursuant to subpart (i) above (collectively, the
         "Additional Collateral Documents"). In connection with the foregoing,
         Agent shall be authorized to file or record such UCC financing
         statements or mortgages or other evidence of the Liens granted pursuant
         to the Additional Collateral Documents. Borrower agrees to provide such
         assistance and further assurances as may be required by Agent in
         connection with the Additional Collateral.

                  (b) If, at any time after June 30, 2001, the Leverage Ratio
         shall have been less than or equal to 4.80 to 1.00 for two (2)
         consecutive fiscal quarters and so long as no Default or Event of
         Default shall exist or immediately thereafter shall begin to exist and
         the Fixed Charge Condition Period shall have ended, upon written
         request of Borrower to Agent, Agent, on behalf of the Banks, shall
         release the Additional Collateral, provided that no such release shall
         be effective until confirmed by Agent in writing. In connection with
         such release Agent shall provide to Borrower, and the Banks hereby
         authorize Agent to provide to Borrower, such UCC partial release
         statements and mortgage releases as are appropriate.

                  (c) At any time after the Additional Collateral has been
         released pursuant to subpart (b) above or otherwise, and in addition to
         any other right that Agent and the Banks may have pursuant to this
         Agreement or otherwise, upon written request of Agent whenever made
         after the occurrence of an Event of Default, Borrower shall, and shall
         cause each Guarantor of Payment, to promptly grant to Agent, for the
         benefit of the Banks, as additional security for the Secured Debt a
         first priority security interest in or Lien on the Additional
         Collateral pursuant to such security agreements, intellectual property
         assignment agreements, pledge agreements, mortgages (or deeds of trust,
         if applicable) or other documents, instruments or agreements or such
         thereof as Agent and the Required Banks may reasonably require.




                                       10
<PAGE>   11

         17. Section 6.4 of the Credit Agreement is hereby amended to add the
words "and Equipment" immediately after the word "Inventory" in subsection (a)
thereof.

         18. Section 7.14 of the Credit Agreement is hereby deleted in its
entirety and to insert in place thereof, respectively, the following:

                  SECTION 7.14. REGULATIONS. Borrower is not engaged principally
         or as one of its important activities, in the business of extending
         credit for the purpose of purchasing or carrying any "margin stock"
         (within the meaning of Regulation U of the Board of Governors of the
         Federal Reserve System of the United States of America). Neither the
         granting of any Loan (or any conversion thereof) or Letter of Credit
         nor the use of the proceeds of any Loan or Letter of Credit will
         violate, or be inconsistent with, the provisions of Regulation U or X
         or any other Regulation of such Board of Governors.

         19. Sections 9.1 and 9.2 of the Credit Agreement are hereby amended to
add the words "and the obligation of Agent to issue any Letter of Credit"
immediately after the word "Loan" in the respective subsections (a) thereof.

         20. Article IX of the Credit Agreement is hereby amended to add the
following new Section 9.6 thereto:

                  Section 9.6. LETTERS OF CREDIT. If the maturity of the Notes
         shall be accelerated pursuant to Sections 9.1 or 9.2 hereof, Borrower
         shall immediately deposit with Agent, as security for Borrower's and
         any Guarantor of Payment's obligations to reimburse Agent and the Banks
         for any then outstanding Letters of Credit, cash equal to the Letter of
         Credit Exposure. Agent and the Banks are hereby authorized, at their
         option, to deduct any and all such amounts from any deposit balances
         then owing by any Bank to or for the credit or account of any Company,
         as security for Borrower's and any Guarantor of Payment's obligations
         to reimburse Agent and the Banks for any then outstanding Letters of
         Credit.

         21. Section 11.10(A) of the Credit Agreement is hereby amended to add
the following new subsection (d) thereto:

                  (d) and that Bank's interest in any Letter of Credit;

         22. Section 11.10(B) of the Credit Agreement is hereby amended to add
the following new subsection (f) thereto:

                  (f) and that Bank's interest in any Letter of Credit.

         23. The Credit Agreement is hereby amended to add a new Schedule 3
thereto in the form of Schedule 3 attached hereto.

         24. Concurrently with the execution of this Amendment (except with
respect to subpart (i) hereof), Borrower shall:


                                       11
<PAGE>   12


         (a) cause each Guarantor of Payment to consent and agree to and
acknowledge the terms of this Amendment;

         (b) execute and deliver to Agent an Intellectual Property Collateral
Assignment Agreement, in form and substance satisfactory to Agent, dated as of
June 30, 2001;

         (c) execute and deliver to Agent a Pledge Agreement, in form and
substance satisfactory to Agent, dated as of June 30, 2001, together with all of
the stock certificates of Borrower's domestic Subsidiaries pledged thereunder
and all accompanying stock transfer powers;

         (d) execute and deliver to Agent each Mortgage, in form and substance
satisfactory to Agent, dated as of June 30, 2001, with respect to the Real
Property owned by Borrower as set forth on Schedule 3 hereto;

         (e) cause each Guarantor of Payment to execute and deliver to Agent a
First Amendment to Security Agreement, each in form and substance satisfactory
to Agent, dated as of June 30, 2001;

         (f) cause each Guarantor of Payment to execute and deliver to Agent an
Intellectual Property Collateral Assignment Agreement, each in form and
substance satisfactory to Agent, dated as of June 30, 2001;

         (g) cause each Guarantor of Payment to execute and deliver to Agent a
Pledge Agreement, each in form and substance satisfactory to Agent, dated as of
June 30, 2001, together with all of the stock certificates of such Guarantor of
Payment's domestic Subsidiaries pledged thereunder and all accompanying stock
transfer powers;

         (h) with respect to the Real Property owned by a Guarantor of Payment
as set forth on Schedule 3 hereto, cause each such Guarantor of Payment to
execute and deliver to Agent each of the Mortgages relating to such Real
Property, each in form and substance satisfactory to Agent, dated as of June 30,
2001;

         (i) cause its Subsidiary, TOCCO, Inc., an Alabama corporation, to
execute and deliver to Agent a Debenture, in form and substance satisfactory to
Agent, on or before July 31, 2001;

         (j) pay to Agent, for the pro rata benefit of the Banks, an amendment
fee of Seventy-Five Thousand Dollars ($75,000); and

         (k) pay all legal fees and expenses of Agent in connection with this
Amendment.

         25. Borrower hereby represents and warrants to Agent and the Banks that
(a) Borrower has the legal power and authority to execute and deliver this
Amendment, (b) the officers executing this Amendment have been duly authorized
to execute and deliver the same and bind Borrower with respect to the provisions
hereof, (c) the execution and delivery hereof by Borrower and the performance
and observance by Borrower of the provisions hereof do not violate or conflict
with the organizational agreements of Borrower or any law applicable to Borrower
or result in a breach


                                       12
<PAGE>   13


of any provision of or constitute a default under any other agreement,
instrument or document binding upon or enforceable against Borrower, (d) no
Default or Event of Default exists under the Credit Agreement, nor will any
occur immediately after the execution and delivery of this Amendment or by the
performance or observance of any provision hereof, (e) Borrower is not aware of
any claim or offset against, or defense or counterclaim to, any of Borrower's
obligations or liabilities under the Credit Agreement or any Related Writing and
(f) this Amendment constitutes a valid and binding obligation of Borrower in
every respect, enforceable in accordance with its terms.

         26. Borrower, by signing below, hereby waives and releases Agent and
each of the Banks and their respective directors, officers, employees,
attorneys, affiliates and subsidiaries from any and all claims, offsets,
defenses and counterclaims of which Borrower is aware, such waiver and release
being with full knowledge and understanding of the circumstances and effect
thereof and after having consulted legal counsel with respect thereto.

         27. Each reference that is made in the Credit Agreement or any Related
Writing to the Credit Agreement shall hereafter be construed as a reference to
the Credit Agreement as amended hereby. Except as herein otherwise specifically
provided, all provisions of the Credit Agreement shall remain in full force and
effect and be unaffected hereby. This Amendment is a Related Writing as defined
in the Credit Agreement.

         28. This Amendment may be executed in any number of counterparts, by
different parties hereto in separate counterparts and by facsimile signature,
each of which when so executed and delivered shall be deemed to be an original
and all of which taken together shall constitute but one and the same agreement.

         29. The rights and obligations of all parties hereto shall be governed
by the laws of the State of Ohio, without regard to principles of conflicts of
laws.


                  [Remainder of page intentionally left blank.]















                                       13
<PAGE>   14


         30. JURY TRIAL WAIVER. BORROWER, AGENT AND EACH OF THE BANKS HEREBY
WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, AMONG BORROWER, AGENT AND THE BANKS, OR
ANY THEREOF, ARISING OUT OF, IN CONNECTION WITH, RELATED TO, OR INCIDENTAL TO
THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH THIS AGREEMENT OR ANY
NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN
CONNECTION HEREWITH OR THE TRANSACTIONS RELATED THERETO. THIS WAIVER SHALL NOT
IN ANY WAY AFFECT, WAIVE, LIMIT, AMEND OR MODIFY AGENT'S OR ANY BANK'S ABILITY
TO PURSUE REMEDIES PURSUANT TO ANY CONFESSION OF JUDGMENT OR COGNOVIT PROVISION
CONTAINED IN ANY NOTE OR OTHER INSTRUMENT, DOCUMENT OR AGREEMENT AMONG BORROWER,
AGENT AND THE BANKS, OR ANY THEREOF.

                                      PARK-OHIO INDUSTRIES, INC.

                                      By: /s/ Ronald J. Cozean
                                          --------------------------------------
                                          Ronald J. Cozean, Secretary

                                      KEYBANK NATIONAL ASSOCIATION,
                                        as Agent and as a Bank

                                      By: /s/ Babette C. Schubert
                                          --------------------------------------
                                          Babette C. Schubert, Vice President
                                          and Senior Banker

                                      THE HUNTINGTON NATIONAL BANK,
                                         as Co-Agent and as a Bank

                                      By: /s/ John R. Macks
                                      Name: John R. Macks
                                      Title: Assistant Vice President

                                      THE NORTHERN TRUST COMPANY

                                      By: /s/ David Sullivan
                                      Name: David Sullivan
                                      Title: Vice President

                                      FIFTH THIRD BANK, NORTHEASTERN OHIO

                                      By: /s/ Roy C. Lanctot
                                      Name: Roy C. Lanctot
                                      Title: Vice President






                                       14
<PAGE>   15



                            GUARANTOR ACKNOWLEDGMENT

         The undersigned consents and agrees to and acknowledges the terms of
the foregoing Second Amendment Agreement. The undersigned specifically agrees to
the waivers set forth in such agreement, including, but not limited to, the jury
trial waiver. The undersigned further agrees that the obligations of the
undersigned pursuant to the Guaranty of Payment executed by the undersigned
shall remain in full force and effect and be unaffected hereby.

         The undersigned hereby waives and releases Bank and Bank's directors,
officers, employees, attorneys, affiliates and subsidiaries from any and all
claims, offsets, defenses and counterclaims of which the undersigned is aware,
such waiver and release being with full knowledge and understanding of the
circumstances and effect thereof and after having consulted legal counsel with
respect thereto.

                                   ATBD, INC.
                                   CASTLE RUBBER COMPANY
                                   CICERO FLEXIBLE PRODUCTS, INC.
                                   DONEGAL BAY LTD.
                                   GENERAL ALUMINUM MFG. COMPANY
                                   ILS TECHNOLOGY, INC.
                                   INTEGRATED HOLDING COMPANY
                                   INTEGRATED LOGISTICS SOLUTIONS, INC.
                                   INTEGRATED LOGISTICS SOLUTIONS LLC
                                       (for itself and as successor by merger to
                                       Columbia Nut & Bolt LLC, GIS Industries,
                                       Inc. and Industrial Fasteners LLC)
                                   INTEGRATED LOGISTICS HOLDING COMPANY
                                   PARK AVENUE TRAVEL LTD.
                                   PARK-OHIO STRUCTURAL HARDWARE LLC
                                   PHARMACEUTICAL LOGISTICS, INC.
                                   PHARMACY WHOLESALE LOGISTICS, INC.
                                   PMC-COLINET, INC.
                                   PMC INDUSTRIES CORP.
                                   PRECISION MACHINING CONNECTION LLC
                                   RB&W MANUFACTURING LLC
                                   THE AJAX MANUFACTURING COMPANY
                                   THE METALLOY CORPORATION
                                   TOCCO, INC.
                                   TRICKERATION, INC.

                                   By: /s/ Ronald J. Cozean
                                       -----------------------------------------
                                       Ronald J. Cozean, Secretary of each of
                                       the foregoing companies







                                       15
<PAGE>   16

                                   SCHEDULE 3
                            (Real Property Locations)

Castle Rubber Company                              The Metalloy Corporation
1003 Railroad Street                               103 W. Main Street
East Butler, PA 16029                              Hudson, MI 49247

General Aluminum Mfg. Company                      The Metalloy Corporation
1370 Chamberlain Avenue                            393 Meridian Street
Conneaut, OH 44030                                 Hudson, MI 49247

Park-Ohio Industries, Inc.                         The Metalloy Corporation
46950 State Route 18 W.                            110-116 W. Main Street
Wellington, OH 44090                               Hudson, MI 49247

Park-Ohio Industries, Inc.                         The Metalloy Corporation
3800 Harvard Avenue                                3985 Munson Highway
Cleveland, OH 44105                                Hudson, MI 49247

Park-Ohio Industries, Inc.                         The Metalloy Corporation
777 East 79th Street                               3420 East Swagger Road
Cleveland, OH 44103                                Fremont, IN 46737

Pharmacy Wholesale Logistics, Inc.                 The Metalloy Corporation
15625 Saranac Avenue                               Tupelo Lee Industrial Park
Cleveland, OH 44110                                193 CDF Boulevard
                                                   Shannon, MS 38868
Precision Machining Connection LLC
29100 Lakeland Boulevard                           TOCCO, Inc.
Wickliffe, OH 44092                                1506 Industrial Boulevard
                                                   Boaz, AL 35957
RB&W Manufacturing LLC
700 London Road                                    TOCCO, Inc.
Delaware, OH 43015                                 30100 Stephenson Highway
                                                   Madison Heights, MI 48071
RB&W Manufacturing LLC
9801 Harvard Avenue                                TOCCO, Inc.
Cleveland, OH 44105                                20 Fortnum Close, Kitts Green
                                                   Birmingham, UK b33olg
RB&W Manufacturing LLC
540 Narrows Run Road                               TOCCO, Inc.
Corapolis, PA 15108                                5855 Grant Avenue
                                                   Cleveland, OH 44105
The Ajax Manufacturing Company
1441 Chardon Road
Euclid, Ohio 44117


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