CONSENT AND AMENDMENT NO. 2 TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment Borrowers Lenders Administrative Agent
 WITNESSETH:
 Credit Agreement
 ACS ACS Acquisition
 Cicero Real Estate Cicero Acquisition
    Consents
 ACS Acquisition provided




---



##### 



ACS Subordinated
Indebtedness
        Cicero Acquisition provided
  -2-




---



##### 



Cicero Subordinated Indebtedness Cicero Subordination
Agreement
            -3-




---



##### 



Limited Consents
 Amendments
  ACS Subordinated Indebtedness
  Applicable Rate provided
 Debt
    Domestic andService
    Canadian RevolvingCoverage
    Loan Eurodollar
    Canadian Revolving
    
    Canadian Revolving
    
    Domestic Revolving
    
    Canadian Revolving
    
    Term A Loan
    
    Term A Loan CBFRRatio
    Spread
    Loan CDOR Spread
    
    Loan USBR Spread
    
    Loan CBFR Spread
    
    Loan CP Spread
    
    Eurodollar Spread
    
    SpreadCategory 1 3 1.75 to 1.0
    
    
    2.25
    %
    
    
    2.25
    %
    
    
    -0.25
    %
    
    
    -0.25
    %
    
    
    -0.25
    %
    
    
    3.25
    %
    
    
    0.75
    %Category 2 < 1.75 to 1.0 but 3 1.50 to 1.0
    
    
    2.50
    %
    
    
    2.50
    %
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    0.00
    %
    
    
    3.50
    %
    
    
    1.00
    %Category 3 < 1.50 to 1.0 but 3 1.25 to 1.0
    
    
    2.75
    %
    
    
    2.75
    %
    
    
    0.25
    %
    
    
    0.25
    %
    
    
    0.25
    %
    
    
    3.75
    %
    
    
    1.25
    %
 -4-




---



##### 



Debt
    Domestic andService
    Canadian RevolvingCoverage
    Loan Eurodollar
    Canadian Revolving
    
    Canadian Revolving
    
    Domestic Revolving
    
    Canadian Revolving
    
    Term A Loan
    
    Term A Loan CBFRRatio
    Spread
    Loan CDOR Spread
    
    Loan USBR Spread
    
    Loan CBFR Spread
    
    Loan CP Spread
    
    Eurodollar Spread
    
    SpreadCategory 4 < 1.25 to 1.0 but 3 1.10 to 1.0
    
    
    3.00
    %
    
    
    3.00
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    0.50
    %
    
    
    4.00
    %
    
    
    1.50
    %Category 5 < 1.10 to 1.0
    
    
    3.25
    %
    
    
    3.25
    %
    
    
    0.75
    %
    
    
    0.75
    %
    
    
    0.75
    %
    
    
    4.25
    %
    
    
    1.75
    %
 DebtService
    
    Term B Loan
    
    
    
    
    
    Ex-Im Revolving
    
    Ex-Im RevolvingCoverage
    
    Eurodollar
    
    Term B Loan
    
    Loan Eurodollar
    
    Loan CBFR
    
    CommitmentRatio
    
    Spread
    
    CBFR Spread
    
    Spread
    
    Spread
    
    Fee RateCategory 1 3 1.75 to 1.0
    
    
    5.25
    %
    
    
    3.25
    %
    
    
    1.50
    %
    
    
    0.0
    %
    
    
    0.75
    %Category 2 < 1.75 to 1.0 but 3 1.50 to 1.0
    
    
    5.50
    %
    
    
    3.50
    %
    
    
    1.75
    %
    
    
    0.0
    %
    
    
    0.75
    %Category 3 < 1.50 to 1.0 but 3 1.25 to 1.0
    
    
    5.75
    %
    
    
    3.75
    %
    
    
    2.00
    %
    
    
    0.0
    %
    
    
    0.75
    %Category 4 < 1.25 to 1.0 but 3 1.10 to 1.0
    
    
    6.00
    %
    
    
    4.00
    %
    
    
    2.25
    %
    
    
    0.0
    %
    
    
    0.75
    %Category 5 < 1.10 to 1.0
    
    
    6.25
    %
    
    
    4.25
    %
    
    
    2.50
    %
    
    
    0.0
    %
    
    
    0.75
    %
 provided
 -5-




---



##### 



Cicero Subordinated Indebtedness
 Cicero Subordination Agreement
  Consolidated Debt Charges plus plus plus plus
  Second Amendment to Credit Agreement
  Maturity Date
     -6-




---



##### 



Application of Proceeds from Asset Sales
 -7-




---



##### 



Post Amendment Covenant
 Conditions to Effectiveness
   Exhibit A
   Representations and Warranties
   -8-




---



##### 



Release
 Releasors Releasor Releasees Releasee Claim Claims
   Acknowledgment of Loan Guarantors
 -9-




---



##### 



Severability
 References
 Counterparts i.e.
 Ratification
 Governing Law
 [Signature Page Follows]
 -10-




---



##### 



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. VilsackName:
    Robert D. VilsackTitle:
    SecretaryRB&W CORPORATION OF CANADABy
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    SecretaryEX-IM BORROWERS:
PARK-OHIO INDUSTRIES, INC.By
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    SecretaryAJAX TOCCO MAGNETHERMIC CORPORATIONBy
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    Secretary Exhibit A




---



##### 



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:
 By
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    Secretary -12-




---



##### 



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: MemberBy
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    SecretaryRB&W LTD.
By: RB&W Manufacturing LLC
Its: Sole MemberBy
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    Secretary TW MANUFACTURING CO.By
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    Secretary -13-




---



##### 



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 LIMITEDBy
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    SecretarySUPPLY TECHNOLOGIES COMPANY OF CANADABy
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    Secretary -14-




---



##### 



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 LenderBy
    /s/ David J. WaughName:
    David J. WaughTitle:
    Vice PresidentJPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, as Canadian
Issuing Bank, as Canadian Swingline Lender and as a LenderBy
    /s/ Agostino A. MarchettiName:
    Agostino A. MarchettiTitle:
    Senior Vice President -15-




---



##### 



U.S. BANK NATIONAL ASSOCIATION, as a LenderBy
    /s/ Matthew KasperName:
    Matthew KasperTitle:
    Relationship ManagerU.S. BANK NATIONAL ASSOCIATION, Canada Branch, as a Canadian Revolving LenderBy
    /s/ Paul RodgersName:
    Paul RodgersTitle:
    Principal Officer -16-




---



##### 



PNC BANK, NATIONAL ASSOCIATION,as a LenderBy
    /s/ Douglas HoffmanName:
    Douglas HoffmanTitle:
    Vice PresidentPNC BANK Canada Branch,as a Canadian Revolving LenderBy
    /s/ Bill HinesName:
    Bill HinesTitle:
    Senior Vice President & Principal
Officer -17-




---



##### 



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 LenderBy
    /s/ James G. ZamborskyName:
    James G. ZamborskyTitle:
    Vice President -18-




---



##### 



BANK OF AMERICA, N.A., as a LenderBy
    /s/ Trevor S. TownsendName:
    Trevor S. TownsendTitle:
    Vice PresidentBANK OF AMERICA, N.A. (acting through its Canada Branch), as a Canadian
Revolving LenderBy
    /s/ Medina Sales de AndradeName:
    Medina Sales de AndradeTitle:
    Vice President -19-




---



##### 



KEYBANK NATIONAL ASSOCIATION, as a Lender and as a Canadian Revolving LenderBy
    /s/ John P. DunnName:
    John P. DunnTitle:
    Vice President -20-




---



##### 



FIRST NATIONAL BANK OF PENNSYLVANIA, as a LenderBy
    /s/ Robert BeerName:
    Robert BeerTitle:
    Senior Vice President -21-