Park Ohio Holdings Corp Sample Contracts

INDENTURE
Park Ohio Industries Inc • December 23rd, 1997 • Metal forgings & stampings • New York
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AMONG
Asset Purchase Agreement • August 26th, 2004 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio
AMONG PARK-OHIO INDUSTRIES, INC., AS BORROWER,
Credit Agreement • August 13th, 2003 • Park Ohio Holdings Corp • Metal forgings & stampings
AMONG
Credit Agreement • November 13th, 2003 • Park Ohio Holdings Corp • Metal forgings & stampings
AMENDED AND RESTATED CREDIT AGREEMENT dated as of November 2, 1998
Credit Agreement • November 13th, 1998 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio
PAGE ---- ARTICLE I DEFINITIONS; TRUST INDENTURE ACT CONTROLLING
Park Ohio Holdings Corp • June 1st, 2006 • Metal forgings & stampings • New York
1 Exhibit 4.10 REGISTRATION RIGHTS AGREEMENT Dated as of November 25, 1997
Registration Rights Agreement • December 23rd, 1997 • Park Ohio Industries Inc • Metal forgings & stampings • New York
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
Indenture • April 17th, 2017 • Park Ohio Holdings Corp • Metal forgings & stampings • New York

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.

1 Exhibit 10.1 AGREEMENT
1 Agreement • March 30th, 1999 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio
1 EXHIBIT 4.1 CREDIT AGREEMENT dated as of January 14, 1998
Credit Agreement • January 23rd, 1998 • Park Ohio Industries Inc • Metal forgings & stampings • Ohio
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.
Registration Rights Agreement • April 17th, 2017 • Park Ohio Holdings Corp • Metal forgings & stampings • New York

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”).

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
Asset Purchase Agreement • November 15th, 2010 • Park Ohio Holdings Corp • Metal forgings & stampings • New York

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”).

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AGREEMENT AND PLAN OF MERGER BY AND AMONG FLUID ROUTING SOLUTIONS HOLDING CORP. (a Delaware corporation) FRS GROUP, LP (a Delaware limited partnership) AUTOMOTIVE HOLDING ACQUISITION CORP. (a Delaware corporation) and PARK-OHIO INDUSTRIES, INC. (an...
Agreement and Plan of Merger • May 10th, 2012 • Park Ohio Holdings Corp • Metal forgings & stampings • Delaware

THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of March 5, 2012, is made by and among Fluid Routing Solutions Holding Corp., a Delaware corporation (the “Company”), Park-Ohio Industries, Inc., an Ohio corporation (the “Purchaser”), Automotive Holding Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Purchaser (the “Merger Sub”), and FRS Group, LP, a Delaware limited partnership (the “Representative”), as representative for the Stockholders and Optionholders. Capitalized terms used and not otherwise defined herein have the meanings set forth in ARTICLE I below.

CONSENT AND AMENDMENT NO. 1 TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • November 15th, 2010 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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.

SIXTH SUPPLEMENTAL INDENTURE
Supplemental Indenture • April 17th, 2017 • Park Ohio Holdings Corp • Metal forgings & stampings • New York

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.

AMENDMENT NO. 1 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • March 16th, 2015 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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.

AMENDMENT NO. 1 TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 6th, 2013 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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.

RESTRICTED SHARE AGREEMENT PARK-OHIO HOLDINGS CORP.
Restricted Share Agreement • November 9th, 2006 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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”).

FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • October 24th, 2006 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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”).

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...
Credit Agreement • November 9th, 2009 • Park Ohio Holdings Corp • Metal forgings & stampings

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.

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...
Credit Agreement • April 17th, 2017 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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.

FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • June 14th, 2006 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

This FOURTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is entered into as of June 9, 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”).

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,...
Credit Agreement • May 10th, 2010 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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.

AMENDMENT NO. 2 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 11th, 2015 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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.

AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • May 11th, 2015 • Park Ohio Holdings Corp • Metal forgings & stampings • Ohio

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.

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