Park Ohio Holdings Corp Sample Contracts

Park Ohio Holdings Corp – AMENDMENT NO. 1 TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (August 9th, 2018)

This AMENDMENT NO. 1 TO SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of June 25, 2018, and is entered into by and among PARK-OHIO INDUSTRIES, INC. ("Company"), RB&W CORPORATION OF CANADA ("Canadian Borrower"), the EUROPEAN BORROWERS party to the Credit Agreement, the other Loan Parties party to the Credit Agreement, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as administrative agent for the Lenders (in such capacity, the "Administrative Agent"), JPMORGAN CHASE BANK, N.A., Toronto Branch, as Canadian Agent, and J.P. MORGAN EUROPE LIMITED, as European Agent.

Park Ohio Holdings Corp – PARK-OHIO HOLDINGS CORP. 2018 EQUITY AND INCENTIVE COMPENSATION PLAN (June 27th, 2018)
Park Ohio Holdings Corp – SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 17, 2017 among PARK-OHIO INDUSTRIES, INC., RB&W CORPORATION OF CANADA, The European Borrowers Party Hereto, The Other Loan Parties Party Hereto, The Lenders Party Hereto and JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, J.P. MORGAN EUROPE LIMITED, as European Agent, KEYBANK NATIONAL ASSOCIATION, as Co-Syndication Agent and Joint Bookrunner, PNC BANK, NATIONAL ASSOCIATION, as Co-Syndication Agent and Joint Bookrunner, BARCLAYS BANK PLC, as Co-Syndication Agent and (April 17th, 2017)

SEVENTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of April 17, 2017, among PARK-OHIO INDUSTRIES, INC., RB&W CORPORATION OF CANADA, as Borrowers, the EUROPEAN BORROWERS party hereto, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., Toronto Branch, as Canadian Agent, J.P. MORGAN EUROPE LIMITED, as European Agent, and J.P. MORGAN SECURITIES INC., as Lead Arranger and Bookrunning Manager.

Park Ohio Holdings Corp – REGISTRATION RIGHTS AGREEMENT Dated as of April 17, 2017 by and among PARK-OHIO INDUSTRIES, INC. THE GUARANTORS LISTED ON SCHEDULE I HERETO and BARCLAYS CAPITAL INC. (April 17th, 2017)

This Agreement is made pursuant to the Purchase Agreement, dated April 5, 2017 (the “Purchase Agreement”), by and among the Company, the Guarantors and Barclays Capital Inc. as representatives of the several the Initial Purchasers listed on Schedule I thereto. In order to induce the Initial Purchasers to purchase the Initial Notes, the Company and the Guarantors have agreed to provide the registration rights set forth in this Agreement. The execution and delivery of this Agreement is a condition to the obligations of the Initial Purchasers set forth in Section 7 of the Purchase Agreement. Capitalized terms used herein and not otherwise defined shall have the meaning assigned to them in the Indenture, dated as of April 17, 2017, among the Company, the Guarantors and Wells Fargo Bank, National Association, as trustee, relating to the Initial Notes and the Exchange Notes (the “Indenture”).

Park Ohio Holdings Corp – PARK-OHIO INDUSTRIES, INC. AND EACH OF THE GUARANTORS PARTY HERETO 6.625% SENIOR NOTES DUE 2027 INDENTURE Dated as of April 17, 2017 Wells Fargo Bank, National Association Trustee (April 17th, 2017)

INDENTURE dated as of April 17, 2017 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Wells Fargo Bank, National Association, as Trustee.

Park Ohio Holdings Corp – SIXTH SUPPLEMENTAL INDENTURE (April 17th, 2017)

SIXTH SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of April 17, 2017, by and among Park-Ohio Industries, Inc., an Ohio corporation (the “Company”), the Guarantors (as defined in the Indenture referred to below) and Wells Fargo Bank, National Association, as trustee under the Indenture referred to below (the “Trustee”). Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.

Park Ohio Holdings Corp – AMENDMENT NO. 4 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (August 9th, 2016)

This AMENDMENT NO. 4 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of April 22, 2016, and is entered into by and among PARK-OHIO INDUSTRIES, INC. ("Company"), RB&W CORPORATION OF CANADA ("Canadian Borrower"), the EX-IM BORROWERS party to the Credit Agreement (as hereinafter defined), the EUROPEAN BORROWERS party to the Credit Agreement, 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"), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, and J.P. MORGAN EUROPE LIMITED, as European Agent.

Park Ohio Holdings Corp – PARK-OHIO HOLDINGS CORP., as Issuer INDENTURE Dated as of [ ], 20___ WELLS FARGO BANK, National Association, as Trustee (June 7th, 2016)

INDENTURE dated as of the [     ] day of [                    ], 20___, between PARK-OHIO HOLDINGS CORP., an Ohio corporation (the “Company”), and WELLS FARGO BANK, National Association, as Trustee hereunder (the “Trustee”);

Park Ohio Holdings Corp – Confidential Separation Agreement and General Release (November 9th, 2015)

This confidential separation agreement and general release is between Park-Ohio Industries, Inc. and Park-Ohio Holdings Corp. (collectively referred to as the “Company”) and W. Scott Emerick (“Employee”). The parties agree as follows:

Park Ohio Holdings Corp – PERFORMANCE BASED RESTRICTED SHARE AGREEMENT (August 10th, 2015)

This Performance Based Restricted Share Agreement (this “Agreement”) is entered into as of ________________ (the “Date of Grant”), by and between Park-Ohio Holdings Corp., (the “Company”) and ________________, an employee of the Company or a Subsidiary (the “Employee”).

Park Ohio Holdings Corp – ANNUAL CASH BONUS PLAN (August 10th, 2015)
Park Ohio Holdings Corp – 2015 EQUITY AND INCENTIVE COMPENSATION PLAN (June 4th, 2015)
Park Ohio Holdings Corp – AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (May 11th, 2015)

This AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of March 12, 2015, and is entered into by and among PARK-OHIO INDUSTRIES, INC. ("Company"), RB&W CORPORATION OF CANADA ("Canadian Borrower"), the EX-IM BORROWERS party to the Credit Agreement (as hereinafter defined), the EUROPEAN BORROWERS party to the Credit Agreement, 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"), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, and J.P. MORGAN EUROPE LIMITED, as European Agent.

Park Ohio Holdings Corp – AMENDMENT NO. 2 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (May 11th, 2015)

This AMENDMENT NO. 2 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of January 20, 2015, and is entered into by and among PARK-OHIO INDUSTRIES, INC. ("Company"), RB&W CORPORATION OF CANADA ("Canadian Borrower"), 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"), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, and J.P. MORGAN EUROPE LIMITED, as European Agent.

Park Ohio Holdings Corp – AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (March 16th, 2015)

This AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of October 24, 2014, and is entered into by and among PARK-OHIO INDUSTRIES, INC. ("Company"), RB&W CORPORATION OF CANADA ("Canadian Borrower"), 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"), JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent, and J.P. MORGAN EUROPE LIMITED, as European Agent.

Park Ohio Holdings Corp – SIXTH AMENDED AND RESTATED CREDIT AGREEMENTdated as of July 31, 2014amongPARK- OHIO INDUSTRIES, INC., RB&W CORPORATION OF CANADA, The European Borrowers Party Hereto, The Ex-Im Borrowers Party Hereto, The Other Loan Parties Party Hereto, The Lenders Party HeretoandJPMORGAN CHASE BANK, N.A., as Administrative Agent,JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, as Canadian Agent,J.P. MORGAN EUROPE LIMITED, as European Agent,RBS BUSINESS CAPITAL, as Syndication Agent,KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agent,FIRST NATIONAL BANK OF PENNSYLVANIA, as Co-Documentation Agent, U.S. BANK NATIO (November 10th, 2014)

SIXTH AMENDED AND RESTATED CREDIT AGREEMENT dated as of July 31, 2014, among PARK-OHIO INDUSTRIES, INC., RB&W CORPORATION OF CANADA, as Borrowers, the EUROPEAN BORROWERS party hereto, the EX-IM BORROWERS party hereto, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., Toronto Branch, as Canadian Agent, and J.P. MORGAN SECURITIES INC., as Sole Lead Arranger and Bookrunning Manager.

Park Ohio Holdings Corp – PARK-OHIO HOLDINGS CORP., as Issuer INDENTURE Dated as of [ ], 20___ WELLS FARGO BANK, National Association, as Trustee (June 12th, 2013)

INDENTURE dated as of the [     ] day of [                    ], 20___, between PARK-OHIO HOLDINGS CORP., an Ohio corporation (the “Company”), and WELLS FARGO BANK, National Association, as Trustee hereunder (the “Trustee”);

Park Ohio Holdings Corp – AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (May 6th, 2013)

This AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of April 3, 2013, 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.

Park Ohio Holdings Corp – 2009 DIRECTOR SUPPLEMENTAL DEFINED CONTRIBUTION PLAN OF PARK-OHIO HOLDINGS CORP. (May 10th, 2011)
Park Ohio Holdings Corp – ASSET PURCHASE AGREEMENT BY AND AMONG ASSEMBLY COMPONENT SYSTEMS, INC., LAWSON PRODUCTS, INC., SUPPLY TECHNOLOGIES LLC AND PARK-OHIO INDUSTRIES, INC. DATED AS OF AUGUST 31, 2010 (November 15th, 2010)

This ASSET PURCHASE AGREEMENT (this “Agreement”), dated as of August 31, 2010, is made by and among Assembly Component Systems, Inc., an Illinois corporation (the “Seller”), solely for purposes of Section 9.16 hereof, Lawson Products, Inc., a Delaware corporation (the “Parent”), Supply Technologies LLC, an Ohio limited liability company (the “Buyer”), and, solely for purposes of Section 9.17 hereof, Park-Ohio Industries, Inc., an Ohio corporation (the “Buyer Parent”).

Park Ohio Holdings Corp – CONSENT AND AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (November 15th, 2010)

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.

Park Ohio Holdings Corp – BILL OF SALE (November 15th, 2010)

THIS BILL OF SALE executed of this 30th day of September, 2010 by Rome Die Casting, LLC, a Georgia limited liability company (“Seller”) and Johnny Johnson (“Shareholder”), in favor of General Aluminum Mfg. Company, an Ohio corporation (“Purchaser”), is to evidence the following agreements and understandings:

Park Ohio Holdings Corp – CONSENT AND AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (November 15th, 2010)

This CONSENT AND AMENDMENT NO. 2 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is dated as of August 31, 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”) that are also a party to this Amendment, 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.

Park Ohio Holdings Corp – THIRD AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF MARCH 8, 2010 AMONG PARK-OHIO INDUSTRIES, INC., RB&W CORPORATION OF CANADA THE EX-IM BORROWERS PARTY HERETO, THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO AND JPMORGAN CHASE BANK, N.A., AS ADMINISTRATIVE AGENT, JPMORGAN CHASE BANK, N.A., TORONTO BRANCH, AS CANADIAN AGENT, RBS BUSINESS CAPITAL, AS SYNDICATION AGENT, KEYBANK NATIONAL ASSOCIATION, AS CO-DOCUMENTATION AGENT, J.P. MORGAN SECURITIES INC., AS SOLE LEAD ARRANGER, (May 10th, 2010)

THIRD AMENDED AND RESTATED CREDIT AGREEMENT dated as of March 8, 2010, among PARK-OHIO INDUSTRIES, INC. and RB&W CORPORATION OF CANADA, as Borrowers, the EX-IM BORROWERS party hereto, the other Loan Parties party hereto, the Lenders party hereto, JPMORGAN CHASE BANK, N.A., as Administrative Agent, JPMORGAN CHASE BANK, N.A., Toronto Branch, as Canadian Agent, RBS BUSINESS CAPITAL, as Syndication Agent, KEYBANK NATIONAL ASSOCIATION, as Co-Documentation Agent, J.P. MORGAN SECURITIES INC., as Sole Lead Arranger, PNC BANK, NATIONAL ASSOCIATION, as Joint Bookrunner and U.S. BANK NATIONAL ASSOCIATION, as Co-Documentation Agent and Joint Bookrunner.

Park Ohio Holdings Corp – FOR IMMEDIATE RELEASE CONTACT: EDWARD F. CRAWFORD PARK-OHIO HOLDINGS CORP. (March 9th, 2010)

CLEVELAND, OHIO, March 8, 2010 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its fourth quarter and year ended December 31, 2009.

Park Ohio Holdings Corp – SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF JUNE 20, 2007 AMONG PARK-OHIO INDUSTRIES, INC., THE OTHER LOAN PARTIES PARTY HERETO, THE LENDERS PARTY HERETO FROM TIME TO TIME, JPMORGAN CHASE BANK, N.A., AS AGENT AND LC ISSUER AND KEYBANK NATIONAL ASSOCIATION, AS SYNDICATION AGENT AND JPMORGAN SECURITIES INC., AS LEAD ARRANGER AND SOLE BOOK RUNNER (November 9th, 2009)

This Second Amended and Restated Credit Agreement, dated as of June 20, 2007, is among Park-Ohio Industries, Inc., an Ohio corporation (the “Domestic Borrower”), the other Loan Parties, the Lenders and JPMorgan Chase Bank, N.A., a national banking association, as LC Issuer and as the Agent.

Park Ohio Holdings Corp – PARK-OHIO HOLDINGS CORP., as Issuer INDENTURE Dated as of [ ], 20___ WELLS FARGO BANK, N.A., as Trustee (August 21st, 2009)

INDENTURE dated as of the [     ] day of [                    ], 20___, between PARK-OHIO HOLDINGS CORP., an Ohio corporation (the “Company”), and WELLS FARGO BANK, N.A., as Trustee hereunder (the “Trustee”);

Park Ohio Holdings Corp – FOR IMMEDIATE RELEASE CONTACT: EDWARD F. CRAWFORD PARK-OHIO HOLDINGS CORP. (March 11th, 2009)

CLEVELAND, OHIO, March 10, 2009 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its fourth quarter and year ended December 31, 2008.

Park Ohio Holdings Corp – AGREEMENT OF SETTLEMENT AND RELEASE (November 10th, 2008)

This Agreement of Settlement and Release (“Agreement”) is effective this 1st day of July, 2008, by and between Richard P. Elliott for himself and any and all of his heirs, successors, assigns, agents, representatives, attorneys and all other affiliated and related individuals (collectively referred to as “EMPLOYEE”) and Park-Ohio Industries, Inc., a subsidiary of Park-Ohio Holdings Corp., individually (“PARK-OHIO”) and all of its affiliates, subsidiaries, directors, officers, present, former and future shareholders, representatives, employees, insurers, successors, agents, assigns, heirs, beneficiaries, personal representatives, executors, administrators and any and all persons acting by, through under or in concert with any of them (collectively referred to as “EMPLOYER”).

Park Ohio Holdings Corp – FOR IMMEDIATE RELEASE CONTACT: EDWARD F. CRAWFORD PARK-OHIO HOLDINGS CORP. (November 4th, 2008)

CLEVELAND, OHIO, November 3, 2008 — Park-Ohio Holdings Corp. (NASDAQ:PKOH) today announced results for its third quarter ended September 30, 2008.

Park Ohio Holdings Corp – PARK-OHIO INDUSTRIES, INC. (March 17th, 2008)

In consideration of your major contributions to the profitability, growth and financial strength of Park-Ohio Industries, Inc. (the “Company”), effective March 10, 2008, the Company agrees to provide you with a non-qualified defined contribution retirement benefit (the “Retirement Benefit”) on the terms and conditions set forth below.

Park Ohio Holdings Corp – SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN FOR EDWARD F. CRAWFORD (March 17th, 2008)

This Supplemental Executive Retirement Plan (the “Plan”) is being established pursuant to action of the Compensation Committee of the Board of Directors of Park-Ohio Industries, Inc. (the “Corporation”) for the benefit of Edward F. Crawford (the “Key Employee”), effective as of March 10, 2008. The Key Employee is executing a copy of the Plan to acknowledge his agreement with the terms hereof.

Park Ohio Holdings Corp – RESTRICTED SHARE AGREEMENT PARK-OHIO HOLDINGS CORP. (November 9th, 2006)

This Restricted Share Agreement (this “Agreement”) is made as of                     , by and between Park-Ohio Holdings Corp., (the “Company”) and                     , an employee of the Company or wholly owned subsidiary of the Company (the “Employee”).

Park Ohio Holdings Corp – Summary of Annual Cash Bonus Plan for President and Chief Operating Officer (November 9th, 2006)

Park-Ohio Holdings Corp. (the “Company”) has an annual cash bonus plan for its current President and Chief Operating Officer. The Compensation Committee of the Board of Directors of the Company annually determines the performance criteria upon which awards under the plan will be based. Pursuant to the plan, the President and Chief Operating Officer will be eligible to receive an annual award of up to a specified percentage of his annual base salary.

Park Ohio Holdings Corp – FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (October 24th, 2006)

This FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of October 18, 2006 (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 JPMorgan Chase Bank, N.A. (successor by merger to Bank One, NA), a national banking association (the “Agent”).