exv4w1





Exhibit 4.1


CONSENT AND AMENDMENT NO. 1 TO THIRD

AMENDED AND RESTATED CREDIT AGREEMENT




          This CONSENT AND AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this
“Amendment”) is dated as of July 9, 2010, and is entered into by and among PARK-OHIO
INDUSTRIES, INC. and RB&W CORPORATION OF CANADA, as borrowers (collectively, the
“Borrowers”), the EX-IM BORROWERS party to the Credit Agreement (as hereinafter defined),
the other Loan Parties party to the Credit Agreement, the lenders party to the Credit Agreement
(the “Lenders”), JPMORGAN CHASE BANK, N.A.., as administrative agent for the Lenders (in
such capacity, the “Administrative Agent”) and JPMORGAN CHASE BANK, N.A., TORONTO BRANCH,
as Canadian Agent.




WITNESSETH:




          WHEREAS, the Loan Parties, the Lenders, and the Administrative Agent are parties to that
certain Third Amended and Restated Credit Agreement dated as of March 8, 2010 (as amended, modified
and supplemented from time to time, the “Credit Agreement”; capitalized terms not otherwise
defined herein have the definitions provided therefor in the Credit Agreement);




          WHEREAS, the Borrowers have informed the Lenders that Supply Technologies LLC
(“Supply”) desires to enter into an Accounts Receivable Purchase Agreement (the
“ARPA”) with Wells Fargo Bank, N.A. (“Wells Fargo”) in substantially the form
attached hereto as Exhibit A, pursuant to which Supply will sell to Wells Fargo certain
accounts receivable owing to Supply from Whirlpool Corporation and certain of its Affiliates
identified on Schedule 1 to the ARPA (collectively, the “Wells Fargo Transaction”); and




          WHEREAS, the Borrowers have requested that the Administrative Agent and the Lenders consent to
the Wells Fargo Transaction and amend the Credit Agreement in certain respects in connection
therewith, as more particularly set forth herein;




          NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in the
Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:




          1. Consent. Subject to the satisfaction of the conditions set forth in Section 3
below, and in reliance on the representations set forth in Section 4 below, Administrative Agent
and Lenders hereby consent to the Wells Fargo Transaction. This consent is a limited consent and
shall not be deemed to constitute a consent with respect to any other current or future departure
from the requirements of any provision of the Credit Agreement or any other Loan Documents.






 









 








          2. Amendments. Subject to the satisfaction of the conditions set forth in Section 3
below, and in reliance on the representations set forth in Section 4 below, the Credit Agreement is
hereby amended as follows:



          (a) Definitions of the terms “Wells Fargo”, “Wells Fargo Purchase Agreement” and “Whirlpool
Accounts” are hereby added to Section 1.01 of the Credit Agreement in the appropriate alphabetical
order:




     “Wells Fargo” means Wells Fargo Bank, N.A.




     “Wells Fargo Purchase Agreement” means the Accounts Receivable Purchase
Agreement dated July 6, 2010 between Supply Technologies LLC and Wells Fargo.




     “Whirlpool Accounts” means Accounts owing to Supply Technologies LLC by
Whirlpool Corporation or one of its Subsidiaries or Affiliates identified on
Schedule 1 to the Wells Fargo Purchase Agreement, as in effect on July 6, 2010.



          (b) The definition of “Eligible Accounts” set forth in Section 1.1 of the Credit Agreement is
hereby amended by (i) deleting the “or” at the end of subclause (dd) of such definition, (ii)
deleting the “.” at the end of subclause (ee) of such definition and replacing it with “; or” and
(iii) adding the following subclause (ff) following subclause (ee) of such definition:




          (ff) at any time that the Wells Fargo Purchase Agreement is in effect, such
Account has been accepted for purchase pursuant to such Wells Fargo Purchase
Agreement.



          (c) Section 6.02 of the Credit Agreement is hereby amended by (i) deleting the “and” at the
end of subclause (g) of such Section, (ii) deleting the “.” at the end of subclause (h) of such
Section and replacing it with “; and” and (iii) adding the following subclause (i) following
subclause (h) of such Section:




          (i) so long as the Wells Fargo Purchase Agreement remains in effect, Liens in
favor of Wells Fargo to secure amounts owing by Supply Technologies LLC under such
Wells Fargo Purchase Agreement and covering the Whirlpools Account and proceeds
thereof.



          (d) Section 6.15 of the Credit Agreement is hereby amended and restated in its entirety as
follows:




           Section 6.15 Sale of Accounts.





     No Loan Party will sell or otherwise dispose of any notes receivable, Accounts
or Export-Related Accounts, with or without recourse except (a) as permitted under
Section 6.05(c), (b) so long as the applicable Supplier



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Purchase Agreement remains in effect, sales of GM Accounts and Chrysler
Accounts pursuant to Payment Option 1 of the applicable Supplier Purchase Agreement
and the other terms of such Supplier Purchase Agreement, (c) so long as the Volvo
Purchase Agreement and the applicable Volvo Supplier Agreements remain in effect,
sales of Volvo Accounts pursuant to the terms of the Volvo Purchase Agreement and
(d) so long as the Wells Fargo Purchase Agreement remains in effect, sales of
Whirlpool Accounts pursuant to the terms of such Wells Fargo Purchase Agreement.



          3. Conditions to Effectiveness. The effectiveness of this Amendment is subject to the
following conditions precedent (unless specifically waived in writing by Administrative Agent),
each to be in form and substance satisfactory to Administrative Agent:



          (a) Administrative Agent shall have received a fully executed copy of this Amendment;



          (b) Administrative Agent shall have received a fully executed copy of the Wells Fargo Purchase
Agreement;



          (c) Administrative Agent shall have been reimbursed for all reasonable costs, fees and
expenses incurred by Administrative Agent or Lenders in connection with the preparation, execution,
administration or enforcement of this Amendment;



          (d) all proceedings taken in connection with the transactions contemplated by this Amendment
and all documents, instruments and other legal matters incident thereto shall be satisfactory to
Administrative Agent and its legal counsel; and



          (e) after giving effect to this Amendment, no Default or Event of Default shall have occurred
and be continuing.



          4. Representations and Warranties. To induce Administrative Agent and Lenders to
enter into this Amendment, each of the Loan Parties represent and warrant to Administrative Agent
and Lenders that:



          (a) the execution, delivery and performance of this Amendment has been duly authorized by all
requisite corporate action on the part of such Loan Party and this Amendment has been duly executed
and delivered such Loan Party;



          (b) each of the representations and warranties set forth in Article V of the Credit Agreement,
are true and correct in all material respects as of the date hereof (except to the extent they
relate to an earlier date, in which case they shall have been true and correct in all material
respects as of such earlier date); and



          (c) after giving effect to this Amendment, no Default or Event of Default has occurred and is
continuing.



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          5. Release.



          (a) In consideration of the agreements of Administrative Agent and Lenders contained herein
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, each Loan Party, on behalf of itself and its successors, assigns, and other legal
representatives (each Loan Party and all such other Persons being hereafter referred to
collectively as the “Releasors” and individually as a “Releasor”), hereby
absolutely, unconditionally and irrevocably releases, remises and forever discharges Administrative
Agent and Lenders, and their successors and assigns, and their present and former shareholders,
affiliates, subsidiaries, divisions, predecessors, directors, officers, attorneys, employees,
agents, other representatives, and any consultants engaged by Administrative Agent and Lenders or
their counsel (Administrative Agent and each Lender and all such other Persons being hereinafter
referred to collectively as the “Releasees” and individually as a “Releasee”), of
and from all demands, actions, causes of action, suits, covenants, contracts, controversies,
agreements, promises, sums of money, accounts, bills, reckonings, damages and any and all other
claims, counterclaims, defenses, rights of set-off, demands and liabilities whatsoever
(individually, a “Claim” and collectively, “Claims”) of every name and nature,
known or unknown, suspected or unsuspected, both at law and in equity, which any Releasor may now
own, hold, have or claim to have against the Releasees or any of them for, upon, or by reason of
any circumstance, action, cause or thing whatsoever which arises at any time on or prior to the day
and date of this Amendment for or on account of, or in relation to, or in any way in connection
with any of the Credit Agreement, or any of the other Loan Documents or transactions thereunder or
related thereto.



          (b) Each Releasor understands, acknowledges and agrees that the release set forth above may be
pleaded as a full and complete defense and may be used as a basis for an injunction against any
action, suit or other proceeding which may be instituted, prosecuted or attempted in breach of the
provisions of such release.



          (c) Each Releasor agrees that no fact, event, circumstance, evidence or transaction which
could now be asserted or which may hereafter be discovered shall affect in any manner the final,
absolute and unconditional nature of the release set forth above.



          6. Acknowledgment of Loan Guarantor. Each Loan Guarantor hereby acknowledges that
Borrowers, Administrative Agent and Lenders have amended the Credit Agreement by this Amendment,
and such Loan Guarantor acknowledges that Administrative Agent and Lenders would not amend the
Credit Agreement in the absence of the agreements of such Loan Guarantor contained herein. Each
Loan Guarantor hereby approves of and consents to the Amendment, agrees that its obligations under
the Loan Guaranty and the other Loan Documents to which it is a party shall not be diminished as a
result of the execution of the Amendment, and confirms that the Loan Guaranty and all other Loan
Documents to which it is a party are in full force and effect.



          7. Severability. Any provision of this Amendment held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the



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remainder of this Amendment and the effect thereof shall be confined to the provision so held
to be invalid or unenforceable.




          8. References. Any reference to the Credit Agreement contained in any document,
instrument or Credit Agreement executed in connection with the Credit Agreement shall be deemed to
be a reference to the Credit Agreement as modified by this Amendment.



          9. Counterparts. This Amendment may be executed in one or more counterparts, each of
which shall constitute an original, but all of which taken together shall be one and the same
instrument. Delivery by telecopy or electronic portable document format (i.e., “pdf”)
transmission of executed signature pages hereof from one party hereto to another party hereto shall
be deemed to constitute due execution and delivery by such party.



          10. Ratification. The terms and provisions set forth in this Amendment shall modify
and supersede all inconsistent terms and provisions of the Credit Agreement and shall not be deemed
to be a consent to the modification or waiver of any other term or condition of the Credit
Agreement. Except as expressly modified and superseded by this Amendment, the terms and provisions
of the Credit Agreement are ratified and confirmed and shall continue in full force and effect.



          11. Governing Law. This Amendment shall be a contract made under and governed by the
laws of the state of Illinois, without regard to conflict of laws principles that would require the
application of laws other than those of the state of Ohio. Whenever possible each provision of this
Amendment shall be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Amendment shall be prohibited by or invalid under such law, such
provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Amendment.



[Signature Page Follows]






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          IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed under
seal and delivered by their respective duly authorized officers on the date first written above.


WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.




	 	 	 	 	 
	 	BORROWERS:



PARK-OHIO INDUSTRIES, INC.

 	 
	 	By  	/s/ Robert D. Vilsack
 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 
	 
	 	RB&W CORPORATION OF CANADA

 	 
	 	By  	/s/ Robert D. Vilsack
 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 
	 
	 	EX-IM BORROWERS:



PARK-OHIO INDUSTRIES, INC.

 	 
	 	By  	/s/ Robert D. Vilsack
 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 
	 
	 	AJAX TOCCO MAGNETHERMIC

CORPORATION

 	 
	 	By  	/s/ Robert D. Vilsack
 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 



 









 






	 	 	 	 	 


WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.





OTHER DOMESTIC LOAN PARTIES:

AJAX TOCCO MAGNETHERMIC CORPORATION

ATBD, INC.

BLUE FALCON TRAVEL, INC.

COLUMBIA NUT & BOLT LLC

CONTROL TRANSFORMER, INC.

FECO, INC

FORGING PARTS & MACHINING COMPANY

GATEWAY INDUSTRIAL SUPPLY LLC

GENERAL ALUMINUM MFG. COMPANY

ILS TECHNOLOGY LLC

INDUCTION MANAGEMENT SERVICES, LLC

INTEGRATED HOLDING COMPANY

INTEGRATED LOGISTICS HOLDING COMPANY

INTEGRATED LOGISTICS SOLUTIONS, INC.

LALLEGRO, INC.

LEWIS & PARK SCREW & BOLT COMPANY

PARK-OHIO FORGED & MACHINED PRODUCTS LLC

PARK-OHIO PRODUCTS, INC.

PHARMACEUTICAL LOGISTICS, INC.

PHARMACY WHOLESALE LOGISTICS, INC.

P-O REALTY LLC

PRECISION MACHINING CONNECTION LLC

RB&W MANUFACTURING LLC

RED BIRD, INC.

SNOW DRAGON LLC

SOUTHWEST STEEL PROCESSING LLC

ST HOLDING CORP.

STMX, INC.

SUMMERSPACE, INC.

SUPPLY TECHNOLOGIES (NY), INC.

SUPPLY TECHNOLOGIES LLC

THE AJAX MANUFACTURING COMPANY

THE CLANCY BING COMPANY

TOCCO, INC.

WB&R ACQUISITION COMPANY, INC.








	 	 	 	 	 
	 	 	 
	 	By  	/s/ Robert D. Vilsack 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 



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WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.




	 	 	 	 	 
	 	

POVI L.L.C.


By: Integrated Logistics Holding Company

Its: Member

 	 
	 	By  	/s/ Robert D. Vilsack
 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 
	 
	 	RB&W LTD.


By: RB&W Manufacturing LLC 
Its: Sole Member

 	 
	 	By  	/s/ Robert D. Vilsack
 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 
	 
	 	TW MANUFACTURING CO.

 	 
	 	By  	/s/ Shawn McNamara
 	 
	 	 	Name:  	Shawn McNamara 	 
	 	 	Title:  	Vice President 	 



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WARNING — BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT
TRIAL. IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU
WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECT
FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR
RETURNED GOODS, FAULTY GOODS, FAILURE ON ITS PART TO COMPLY WITH THE AGREEMENT,
OR ANY OTHER CAUSE.




	 	 	 	 	 
	 	OTHER CANADIAN LOAN PARTIES:



AJAX TOCCO MAGNETHERMIC

CANADA LIMITED

 	 
	 	By  	/s/ Robert D. Vilsack
 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 
	 
	 	SUPPLY TECHNOLOGIES COMPANY

OF CANADA

 	 
	 	By  	/s/ Robert D. Vilsack
 	 
	 	 	Name:  	Robert D. Vilsack 	 
	 	 	Title:  	Secretary 	 
	 




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	 	JPMORGAN CHASE BANK, N.A., 

individually as Administrative Agent, as

Domestic Issuing Bank, as Ex-Im Issuing

Bank, as Ex-Im Revolving Lender, as

Domestic Swingline Lender and as a Lender

 	 
	 	By  	/s/ David J. Waugh
 	 
	 	 	Name:  	David J. Waugh 	 
	 	 	Title:  	Vice President 	 
	 
	 	JPMORGAN CHASE BANK, N.A.,

TORONTO BRANCH, as Canadian Agent,

as Canadian Issuing Bank, as Canadian

Swingline Lender and as a Lender

 	 
	 	By  	/s/ David J. Waugh
 	 
	 	 	Name:  	David J. Waugh 	 
	 	 	Title:  	Vice President 	 
	 






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	 	U.S. BANK NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By  	/s/ Matthew Kasper
 	 
	 	 	Name:  	Matthew Kasper 	 
	 	 	Title:  	Relationship Manager 	 





	 	 	 	 	 
	 	U.S. BANK NATIONAL ASSOCIATION,

Canada Branch, as a Canadian Revolving

Lender

 	 
	 	By  	/s/ Paul Rodgers
 	 
	 	 	Name:  	Paul Rodgers 	 
	 	 	Title:  	Principal Officer 	 
	 






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	 	PNC BANK, NATIONAL ASSOCIATION,

as a Lender

 	 
	 	By  	/s/ Douglas Hoffman
 	 
	 	 	Name:  	Douglas Hoffman 	 
	 	 	Title:  	Vice President 	 
	 
	 	PNC BANK Canada Branch, as a Canadian

Revolving Lender

 	 
	 	By  	/s/ Mike Danby
 	 
	 	 	Name:  	Mike Danby 	 
	 	 	Title:  	Assistant Vice President 	 
	 





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	 	RBS BUSINESS CAPITAL, a division of

RBS Asset Finance, Inc., a subsidiary of

RBS Citizens, N.A., as a Lender and as a 

Canadian Revolving Lender

 	 
	 	By  	/s/ James G. Zamborsky
 	 
	 	 	Name:  	James G. Zamborsky 	 
	 	 	Title:  	Vice President 	 
	 





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	 	BANK OF AMERICA, N.A., as a Lender

 	 
	 	By  	/s/ Trevor S. Townsend
 	 
	 	 	Name:  	Trevor S. Townsend 	 
	 	 	Title:  	Vice President 	 
	 
	 	BANK OF AMERICA, N.A. (acting through

its Canada Branch), as a Canadian Revolving 

Lender

 	 
	 	By  	/s/ Medina Sales de Andrade
 	 
	 	 	Name:  	Medina Sales de Andrade 	 
	 	 	Title:  	Vice President 	 
	 




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	 	KEYBANK NATIONAL ASSOCIATION,

as a Lender and as a Canadian Revolving

Lender

 	 
	 	By  	/s/ Robert R. Conrad, Jr.
 	 
	 	 	Name:  	Robert R. Conrad, Jr. 	 
	 	 	Title:  	Senior Vice President 	 
	 



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FIRST NATIONAL BANK OF

PENNSYLVANIA, as a Lender

 	 
	 	By  	
/s/ Robert Beer
 	 
	 	 	Name:  	Robert Beer	 
	 	 	Title:  	Senior Vice President 	 
	 





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