EX-4.1




FIRST AMENDMENT TO




AMENDED AND RESTATED CREDIT AGREEMENT




This FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
entered into as of September 30, 2004 (the “Effective Date”) by and among Park-Ohio
Industries, Inc., an Ohio corporation (the “Company”), the other Loan Parties (as defined
in the Credit Agreement (as defined below)), the Lenders (as defined in the Credit Agreement), and
Bank One, NA, a national banking association (the “Agent”).



WHEREAS, the Company, the other Loan Parties, the Lenders, and the Agent entered into a
certain Amended and Restated Credit Agreement dated as of November 5, 2003 (as may from time to
time be amended, restated, modified, or supplemented, the “Credit Agreement”);



WHEREAS, the Company, the other Loan Parties, the Lenders, and the Agent have agreed to amend
the Credit Agreement as set forth herein; and



WHEREAS, the defined terms used but not defined herein shall have the meanings ascribed to
such terms in the Credit Agreement;



NOW, THEREFORE, for valuable consideration received to their mutual satisfaction, the parties
hereby agree as follows:



1. Amendment to Article I — Revised Definition. The definition “Aggregate Commitment”
in Article I of the Credit Agreement is hereby deleted in its entirety and replaced with
the following:



“Aggregate Commitment” means the amount of $185,000,000, as
reduced from time to time pursuant to the terms hereof.



2. Amendment to the Commitment Schedule. The Commitment Schedule attached to the
Credit Agreement is hereby deleted in its entirety and replaced with the form attached hereto and
marked “First Amended Commitment Schedule”.



3. Amendment to Section 6.1(d). Section 6.1(d) of the Credit Agreement is
hereby deleted in its entirety and replaced with the following:



(d) as soon as available, but in any event not more than 30 days prior
to the end of each Fiscal Year, but prior to the end of such Fiscal Year, a
draft copy on a business unit basis of the plan and forecast of the Domestic
Borrower and its Subsidiaries of the next Fiscal Year on an annual basis
and, not more than 90 days after the end of the Fiscal Year, a final copy of
the plan and forecast (including a projected consolidated and consolidating
balance sheet, income statement and funds flow statement) of the Domestic
Borrower and its Subsidiaries for each Fiscal Quarter of the next Fiscal
Year (the “Projections”) in form reasonably satisfactory to the
Agent;



4. General Terms. This Amendment shall be effective as of the Effective Date. Except
as specifically amended herein, directly or by reference, all of the terms and conditions set forth
in the Credit Agreement are confirmed and ratified, and shall remain as originally written. This
Amendment shall be construed in accordance with the laws of the State of Ohio, without regard to
principles of conflict of laws. The Credit Agreement and all other Loan Documents shall remain in
full force and effect in all respects as if the unpaid balance of the principal outstanding,
together with interest accrued thereon, had originally been payable and secured as provided for
therein, as amended from time to time and as modified by this Amendment. Nothing herein shall
affect or impair any rights and powers which the Company, any Loan Party, any Lender or the Agent
may have under the Credit Agreement and any and all other Loan Documents.



5. No Effect. The parties hereto agree that this Amendment shall in no manner affect
or impair the liens and security interests evidenced by the Credit Agreement and/or any other
instruments evidencing, securing or related to the Obligations.



6. Consideration. As consideration for this Amendment, the Company shall pay to the
Agent, for the benefit of the Lenders, an amendment fee in the amount of $50,000. The Company
hereby further agrees to reimburse the Agent for any and all out-of-pocket costs, fees and expenses
incurred in connection with this Amendment, including, without limitation, attorneys’ fees;
provided, however, that the Company shall not be obligated to reimburse the Agent for attorneys’
fees in excess of $2,500.



7. Counterparts. This Amendment may be executed in counterparts and all such
counterparts shall constitute one agreement binding on all the parties, notwithstanding that the
parties are not signatories to the same counterpart.



[Remainder of Page Intentionally Left Blank]




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IN WITNESS WHEREOF, the Company, the other Loan Parties, the Lenders and the Agent have
executed this Agreement as of the date first above written.




DOMESTIC BORROWER:




PARK-OHIO INDUSTRIES, INC.




By: Robert D. Vilsack


Name: Robert D. Vilsack


Title: VP & Secretary




CANADIAN BORROWER:




RB&W CORPORATION OF CANADA




By: Robert D. Vilsack


Name: Robert D. Vilsack



Title: VP & Secretary



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UK BORROWERS:




AJAX TOCCO INTERNATIONAL


LIMITED




By: Robert D. Vilsack




Name: Robert D. Vilsack


Title: VP & Secretary




By:




Name:


Title:




INTEGRATED LOGISTICS SOLUTIONS LIMITED




By: Robert D. Vilsack




Name: Robert D. Vilsack


Title: VP & Secretary




By:




Name:



Title:



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DOMESTIC SUBSIDIARIES:



	 	 	 
	THE AJAX MANUFACTURING COMPANY

	 	PARK AVENUE TRAVEL LTD.
	 
	 	 
	AJAX TOCCO MAGNETHERMIC CORPORATION

	 	PARK-OHIO FORGED & MACHINED

PRODUCTS LLC
	 
	 	 
	ATBD, INC.

	 	PARK-OHIO PRODUCTS, INC.
	 
	 	 
	BLUE FALCON FORGE, INC.

	 	PHARMACEUTICAL LOGISTICS INC.
	 
	 	 
	BLUE FALCON TRAVEL, INC.

	 	PHARMACY WHOLESALE LOGISTICS, INC.
	 
	 	 
	THE CLANCY BING COMPANY

	 	PMC INDUSTRIES CORP.
	 
	 	 
	CONTROL TRANSFORMER, INC.

	 	PMC-COLINET, INC.
	 
	 	 
	DONEGAL BAY LTD.

	 	P-O REALTY LLC
	 
	 	 
	FECO, INC.

	 	POVI L.L.C.
	 
	 	 
	FORGING PARTS & MACHINING COMPANY

	 	PRECISION MACHINING CONNECTION LLC
	 
	 	 
	GATEWAY INDUSTRIAL SUPPLY LLC

	 	RB&W LTD.
	 
	 	 
	GENERAL ALUMINUM MFG. COMPANY LLC

	 	RB&W MANUFACTURING LLC
	 
	 	 
	ILS TECHNOLOGY LLC

	 	RED BIRD, INC.
	 
	 	 
	INTEGRATED HOLDING COMPANY

	 	SOUTHWEST STEEL PROCESSING LLC
	 
	 	 
	INTEGRATED LOGISTICS HOLDING COMPANY

	 	SUMMERSPACE, INC.
	 
	 	 
	INTEGRATED LOGISTICS SOLUTIONS, INC.

	 	TOCCO, INC.
	 
	 	 
	INTEGRATED LOGISTICS SOLUTIONS LLC

	 	TRICKERATION, INC.
	 
	 	 
	LALLEGRO, INC.

	 	WB&R ACQUISITION COMPANY, INC.
	 
	 	 
	LEWIS & PARK SCREW & BOLT COMPANY

	 	









By: Robert D. Vilsack


Name: Robert D. Vilsack



Title: VP & Secretary



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CANADIAN SUBSIDIARIES:




AJAX TOCCO MAGNETHERMIC CANADA LIMITED




By: Robert D. Vilsack


Name: Robert D. Vilsack


Title: VP & Secretary




INTEGRATED LOGISTICS COMPANY OF CANADA




By: Robert D. Vilsack


Name: Robert D. Vilsack


Title: VP & Secretary




RB&W LOGISTICS CANADA, INC. / LOGISTIQUE RB&W
CANADA, INC.




By: Robert D. Vilsack


Name: Robert D. Vilsack


Title: VP & Secretary



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LENDERS:




BANK ONE, NA


Individually, as the Agent, a Lender,


and LC Issuer




By: Linda Skinner


Name: Linda Skinner


Title: Director




KEYBANK NATIONAL ASSOCIATION


as Syndication Agent




By: David J. Waugh


Name: David J. Waugh


Title: Assistant Vice President




CITIZENS BANK OF PENNSYLVANIA


as a Lender




By: Paul A. Rebholz


Name: Paul A. Rebholz


Title: Vice President




U.S. BANK NATIONAL ASSOCIATION


as a Lender




By: Michael D. Shover


Name: Michael D. Shover


Title: AVP




PNC BUSINESS CREDIT


as a Lender




By: Douglas A. Hoffman


Name: Douglas A. Hoffman


Title: Vice President




HARRIS TRUST & SAVINGS BANK


as a Lender




By: Thomas G. Karle


Name: Thomas G. Karle


Title: Vice President




FIFTH THIRD BANK


as a Lender




By: R.C. Lanctot


Name: Roy C. Lanctot


Title: Vice President




THE PROVIDENT BANK


as a Lender




By: Paul R. Schubert


Name: Paul R. Schubert



Title: Vice President



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FIRST AMENDED COMMITMENT SCHEDULE




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lender
	 	Domestic	 	Commitment	 	UK Sub-	 	Canadian
	 
	 	Commitment	 	Percentage	 	Commitment	 	Sub-
	 
	 	 	 	 	 	 	 	 	 	Of UK	 	Commitment
	 
	 	 	 	 	 	 	 	 	 	Lenders*	 	of Canadian
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	Lenders*
	Bank One, NA
	 	$	35,037,872		 		18.93939	%	 		10,000,000		 		12,000,000	
	KeyBank National
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Association
	 	$	35,037,872		 		18.93939	%	 	 	 	 	 	 	 	 
	U.S. Bank National
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Association
	 	$	28,030,312		 		15.15152	%	 	 	 	 	 	 	 	 
	Citizens Bank of
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Pennsylvania
	 	$	22,424,239		 		12.12121	%	 	 	 	 	 	 	 	 
	PNC Business Credit
	 	$	22,424,239		 		12.12121	%	 	 	 	 	 	 	 	 
	Harris Trust & Savings
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Bank
	 	$	16,818,165		 		9.09090	%	 	 	 	 	 	 	 	 
	Fifth Third Bank
	 	$	16,818,165		 		9.09090	%	 	 	 	 	 	 	 	 
	The Provident Bank
	 	$	8,409,083		 		4.54545	%	 	 	 	 	 	 	 	 
	Aggregate
	 	$	185,000,000		 		100	%	 	$	10,000,000		 	$	12,000,000	
	Commitment
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







*The UK Sub-Commitment and Canadian Sub-Commitment are Sub-Commitments of the Domestic
Commitment and not separate Commitments.




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