EX-4.1








PARK-OHIO INDUSTRIES, INC.




as Issuer,




91/4% SENIOR SUBORDINATED NOTES DUE 2007,




FIRST SUPPLEMENTAL INDENTURE




Dated as of November 19, 2004




WELLS FARGO BANK, N.A.

(as Successor by consolidation with Norwest Bank Minnesota, National Association),




as Trustee




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FIRST SUPPLEMENTAL INDENTURE, dated as of November 19, 2004 (this “Supplemental
Indenture”), between PARK-OHIO INDUSTRIES, INC., an Ohio corporation (the “Issuer”) and WELLS FARGO
BANK, N.A. (as successor by consolidation with Norwest Bank Minnesota, National Association), as
trustee (the “Trustee”), to the indenture, dated as of June 2, 1999, between the Issuer and the
Trustee (the “Indenture”).



W I T N E S S E T H:




WHEREAS, the Issuer and the Trustee have heretofore executed and delivered the Indenture
providing for the issuance of 91/4% Senior Subordinated Notes due 2007 (the “Notes”) of the Issuer;



WHEREAS, there is currently outstanding under the Indenture $199,930,000 in aggregate
principal amount of the Notes;



WHEREAS, Section 8.02 of the Indenture provides that the Issuer and the Trustee may, with the
consent of the holders of at least a majority in principal amount of the Notes then outstanding
(the “Requisite Consents”), enter into a supplemental indenture for the purpose of amending the
Indenture;



WHEREAS, the Issuer has offered to purchase (the “Offer”) all of the outstanding Notes upon
the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation
Statement, dated November 9, 2004 (the “Offer to Purchase”), and the accompanying Consent and
Letter of Transmittal, as the same may be further amended, supplemented or modified;



WHEREAS, the Offer contemplates the proposed amendments to the Indenture (the “Proposed
Amendments”) set forth herein and a supplemental indenture in respect of the Proposed Amendments
being executed and delivered, with the operation of such Proposed Amendments being subject to,
among other things, the acceptance for payment by the Issuer of the Notes comprising the Requisite
Consents tendered pursuant to the Offer and the occurrence of the Settlement Date (as defined in
the Offer to Purchase) following the Consent Date (as defined in the Offer to Purchase);



WHEREAS, the Issuer has received and delivered to the Trustee the Requisite Consents to effect
the Proposed Amendments;



WHEREAS, the Issuer has been authorized by a resolution adopted by its Board of Directors to
enter into this Supplemental Indenture;



WHEREAS, all other acts and proceedings required by law, the Indenture and the articles of
incorporation and code of regulations of the Issuer to execute and deliver this Supplemental
Indenture, in accordance with its terms, have been duly done and performed;



NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained
herein, and for other good and valuable consideration the receipt of which is hereby acknowledged,
and for the equal and proportionate benefit of the holders of the Notes, the Issuer and the Trustee
hereby agree as follows:



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Section 1. Deletion of Certain Provisions



The Indenture is hereby amended to delete the following sections in their entirety and, in the
case of each such section, insert in lieu thereof the phrase “Intentionally Omitted,” and any and
all references to such sections, any and all obligations thereunder and any Event of Default under
the Indenture related solely to the following sections are hereby deleted throughout the Indenture,
and such sections and references shall be of no further force or effect:




	 	•	 	Section 4.02 (SEC Reports);






	 	•	 	Section 4.04 (Compliance Certificate);






	 	•	 	Section 4.05 (Taxes);






	 	•	 	Section 4.06 (Limitation on Additional Indebtedness);






	 	•	 	Section 4.07 (Limitation on Preferred Stock of Subsidiaries);






	 	•	 	Section 4.09 (Limitation on Restricted Payments);






	 	•	 	Section 4.11 (Limitation on Transactions with Affiliates);






	 	•	 	Section 4.12 (Limitation on Liens);






	 	•	 	Section 4.13 (Limitation on Other Senior Subordinated Indebtedness);






	 	•	 	Section 4.14 (Limitation on Sale and Lease-back Transactions);






	 	•	 	Section 4.15 (Payment for Consents);






	 	•	 	Section 4.16 (Corporate Existence);






	 	•	 	Section 4.18 (Maintenance of Office or Agency);






	 	•	 	Section 4.19 (Limitation on Dividend and Other Payment Restrictions
Affecting Subsidiaries); and






	 	•	 	Section 9.04 (Conditions to Legal Defeasance or Covenant Defeasance).
	 
	 	 	 	Section 2. Other Amendments to the Indenture
—





(a) All definitions in the Indenture which are used exclusively in the sections and clauses
deleted pursuant to Section 1 of this Supplemental Indenture are hereby deleted.



(b) The definition of any defined term used in the Indenture, where such definition is set
forth in any of the sections or subsections that are eliminated by this Supplemental Indenture and
the term it defines is still used in the Indenture after the amendments hereby become effective,
shall be deemed to become part of, and defined in, Section 1.01 of the Indenture. Such defined
terms are to be in alphanumeric order within Section 1.01 of the Indenture.



(c) Section 6.01 (Events of Default) shall be modified to reflect the deletion of the sections
and clauses referred to in Section 1 of this Supplemental Indenture.




(d) Section 3.03 of the Indenture is hereby amended and restated in its entirety as follows:




“Section 3.03. Notice of Redemption.




At least three Business Days, and no more than 60 days, before a Redemption Date, the
Company shall mail, or cause to be mailed, a notice of redemption by first-class mail to
each Holder of Notes to be redeemed at his or her last address as the same appears on the
registry books maintained by the Registrar pursuant to Section 2.03 hereof.




The notice shall identify the Notes to be redeemed (including the CUSIP number(s)
thereof) and shall state:




(1) the Redemption Date;




(2) the redemption price;




(3) if any Note is being redeemed in part, the portion of the principal amount of such
Note to be redeemed and that, after the Redemption Date and upon surrender of such Note, a
new Note or Notes in principal amount equal to the unredeemed portion will be issued;




(4) the name and address of the Paying Agent;




(5) that Notes called for redemption must be surrendered to the Paying Agent to collect
the redemption price;




(6) that unless the Company defaults in making the redemption payment, interest on
Notes called for redemption ceases to accrue on and after the Redemption Date;




(7) the paragraph of Section 3.07 hereof pursuant to which the Notes called for
redemption are being redeemed; and




(8) the aggregate principal amount of Notes that are being redeemed.




At the Company’s request, the Trustee shall give the notice of redemption in the
Company’s name and at the Company’s sole expense.”




Section 3. Effect and Operation of Supplemental Indenture



This Supplemental Indenture shall be effective and binding immediately upon its execution and
thereupon this Supplemental Indenture shall form a part of the Indenture for all purposes, and
every Note heretofore or hereafter authenticated and delivered under the Indenture shall be bound
hereby, but, notwithstanding anything in the Indenture or this Supplemental Indenture to the
contrary, this Supplemental Indenture shall not be operative until the Company has accepted for
payment all of the Notes validly tendered pursuant to the Offer on the Settlement Date following
the Consent Date. If the Offer is terminated or withdrawn, or the Notes are not accepted for
payment for any reason, this Supplemental Indenture will not become operative.




Section 4. Reference to and Effect on the Indenture



(a) On and after the effective date of this Supplemental Indenture, each reference in the
Indenture to “this Indenture,” “hereunder,” “hereof,” or “herein” shall mean and be a reference to
the Indenture as supplemented by this Supplemental Indenture unless the context otherwise requires.



(b) Except as specifically amended above, the Indenture shall remain in full force and effect
and is hereby ratified and confirmed.




Section 5. Governing Law



This Supplemental Indenture shall be construed and enforced in accordance with the laws of the
State of New York, including without limitation Section 5-1401 of the New York General Obligation
Law, without regard to the conflicts of laws principles thereof.




Section 6. Trust Indenture Act Controls



If any provision of this Supplemental Indenture limits, qualifies or conflicts with another
provision of this Supplemental Indenture or the Indenture that is required to be included by the
Trust Indenture Act of 1939, as amended (the “Act”), as in force at the date this Supplemental
Indenture is executed, the provision required by the Act shall control.




Section 7. Trustee Disclaimer



The recitals contained in this Supplemental Indenture shall be taken as the statements of the
Issuer, and the Trustee assumes no responsibility for their correctness. The Trustee makes no
representations as to the validity or sufficiency of this Supplemental Indenture.




Section 8. Counterparts and Method of Execution



This Supplemental Indenture may be executed in several counterparts, all of which together
shall constitute one agreement binding on all parties hereto, notwithstanding that all the parties
have not signed the same counterpart.




Section 9. Titles



Section titles are for descriptive purposes only and shall not control or alter the meaning of
this Supplemental Indenture as set forth in the text.




Section 10. Severability



In case any provision of this Supplemental Indenture shall be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.




Section 11. Benefits of Supplemental Indenture



Nothing in this Supplemental Indenture, express or implied, shall give to any person, other
than the parties hereto and their successors and other than the Noteholders, any benefit of any
legal or equitable right, remedy or claim.




Section 12. Successors



All agreements of the Company in this Supplemental Indenture shall bind its successors. All
agreements of the Trustee in this Supplemental Indenture shall bind its successors.



[Signatures are on the following page.]




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IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be
executed as of the day and year first above written.




PARK-OHIO INDUSTRIES, INC.




By: /s/ Robert D. Vilsack




	 	 	 	Name: Robert D. Vilsack

Title: Secretary and General Counsel






WELLS FARGO BANK, N.A.




By: /s/ Timothy P. Mowdy




	 	 	 	Name: Timothy P. Mowdy

Title: Assistant Vice President






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