CONSENT AND AMENDMENT NO. 1 TO THIRD
AMENDED AND RESTATED CREDIT AGREEMENT
 Amendment Borrowers Lenders Administrative Agent
 WITNESSETH:
 Credit Agreement
 Supply ARPA Wells Fargo Exhibit A Wells Fargo Transaction
   Consent




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Amendments
  Wells Fargo
 Wells Fargo Purchase Agreement
 Whirlpool Accounts
      Section 6.15 Sale of Accounts
  -2-




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Conditions to Effectiveness
      Representations and Warranties
    -3-




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Release
 Releasors Releasor Releasees Releasee Claim Claims
   Acknowledgment of Loan Guarantor
 Severability
 -4-




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References
 Counterparts i.e.
 Ratification
 Governing Law
 [Signature Page Follows]
 -5-




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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.
 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




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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 DOMESTIC LOAN PARTIES:
 By
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    Secretary -7-




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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: 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:
    SecretaryTW MANUFACTURING CO.By
    /s/ Shawn McNamaraName:
    Shawn McNamaraTitle:
    Vice President -8-




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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 LIMITEDBy
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    SecretarySUPPLY TECHNOLOGIES COMPANY
OF CANADABy
    /s/ Robert D. VilsackName:
    Robert D. VilsackTitle:
    Secretary -9-




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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 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/ David J. WaughName:
    David J. WaughTitle:
    Vice President -10-




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U.S. BANK NATIONAL ASSOCIATION,
as a LenderBy
    /s/ Matthew KasperName:
    Matthew KasperTitle:
    Relationship Manager U.S. BANK NATIONAL ASSOCIATION,
Canada Branch, as a Canadian Revolving
LenderBy
    /s/ Paul RodgersName:
    Paul RodgersTitle:
    Principal Officer -11-




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PNC BANK, NATIONAL ASSOCIATION,
as a LenderBy
    /s/ Douglas HoffmanName:
    Douglas HoffmanTitle:
    Vice PresidentPNC BANK Canada Branch, as a Canadian
Revolving LenderBy
    /s/ Mike DanbyName:
    Mike DanbyTitle:
    Assistant Vice President -12-




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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 LenderBy
    /s/ James G. ZamborskyName:
    James G. ZamborskyTitle:
    Vice President -13-




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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 -14-




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KEYBANK NATIONAL ASSOCIATION,
as a Lender and as a Canadian Revolving
LenderBy
    /s/ Robert R. Conrad, Jr.Name:
    Robert R. Conrad, Jr.Title:
    Senior Vice President -15-




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FIRST NATIONAL BANK OF
PENNSYLVANIA, as a LenderBy

/s/ Robert BeerName:
    Robert BeerTitle:
    Senior Vice President -16-