AMENDMENT NO. 3 TO SIXTH AMENDED AND RESTATED CREDIT AGREEMENT

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.

WHEREAS, the Borrowers, the other Loan Parties, the lenders from time to time party thereto (the "Lenders") and the Administrative Agent are parties to that certain Sixth Amended and Restated Credit Agreement dated as of July 31, 2014 (as amended, modified and supplemented from time to time, the "Credit Agreement"; capitalized terms not otherwise defined herein have the definitions provided therefor in the Credit Agreement);

WHEREAS, Borrower Representative has notified Administrative Agent of its request under Section 2.09(d) to increase the Domestic Revolving Commitment (with a corresponding increase in the total Commitments) by an aggregate amount of $25,000,000 pursuant to Section 2.09(e) of the Credit Agreement, so that the increased aggregate Domestic Revolving Commitment shall be equal to $275,000,000 and the aggregate amount of additional commitment increases available for request to Borrowers under Section 2.09(d) shall be reduced to $25,000,000, as well as certain other amendments set forth herein; and

WHEREAS, the Agents and the Lenders party hereto have agreed to such request and the other amendments set forth herein, in each case subject to the terms and conditions set forth herein;

NOW THEREFORE, in consideration of the mutual conditions and agreements set forth in the Credit Agreement and this Amendment, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.Amendments. Subject to the satisfaction of the conditions set forth in Section 2 below, and in reliance on the representations set forth in Section 3 below, the Credit Agreement is hereby amended as follows:

(a)    The following new defined term is hereby added to Section 1.01 of the Credit Agreement in its appropriate alphabetical order:

"Third Amendment Effective Date" means March 12, 2015.

(b)    The defined terms "Canadian Inventory Sublimit", "Domestic Borrowing Base", and "European Inventory Sublimit" set forth in Section 1.01 of the Credit Agreement are hereby amended and restated in their entirety as follows:

"Canadian Inventory Sublimit" means an amount equal to the Dollar Equivalent of $15,000,000.

"Domestic Borrowing Base" means, at any time, with respect to the Company and the other Domestic Loan Parties, the sum of (a) 85% of such Domestic Loan Parties' Eligible

Accounts at such time, plus (b) the lesser of (i) the sum of (A) 85% multiplied by (B) the Orderly Liquidation Percentage multiplied by (C) the value of the Domestic Loan Parties' Eligible Inventory, valued at the lower of cost or market value, determined on a first-in, first-out basis, at such time plus the applicable Eligible Inventory Basket, if a positive number, or (ii) $200,000,000; provided, that aggregate advances to the Company predicated on the value of Eligible In-Transit Inventory of the Domestic Loan Parties at any time shall not exceed $5,000,000 minus the Dollar Equivalent of the aggregate advances to the Canadian Borrower predicated on the value of Eligible In-Transit Inventory of the Canadian Loan Parties at such time, plus (c) the lesser of (i) the greater of (A) 40% of such Domestic Loan Parties' Eligible Tooling at such time and (B) 85% of the appraised net orderly liquidation value of such Domestic Loan Parties' Eligible Tooling, and (ii) $4,000,000, minus (d) Reserves related to such Domestic Loan Parties. The Administrative Agent may, in its Permitted Discretion, reduce the advance rates set forth above, adjust Reserves or sublimits or reduce one or more of the other elements used in computing the Domestic Borrowing Base.

"European Inventory Sublimit" means an amount equal to the Dollar Equivalent of $15,000,000.

(c)    Section 1.01 of the Credit Agreement is hereby amended to amend and restate the last sentence of the definition of "Domestic Revolving Commitment" therein as follows:

The aggregate amount of the Domestic Revolving Lenders' Domestic Revolving Commitments as of the Third Amendment Effective Date is $275,000,000.

(d)    Section 5.01(c) of the Credit Agreement is hereby amended and restated in its entirety as follows:

(c)    within 30 days after the end of each fiscal month of the Company (other than the last fiscal month of a fiscal year), its consolidated and consolidating balance sheet and related statements of operations, stockholders' equity and cash flows as of the end of and for such fiscal month and the then elapsed portion of the fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by one of its Financial Officers as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes;

(e)    Section 6.01(e) of the Credit Agreement is hereby amended to delete the amount "$20,000,000" set forth in the proviso thereof and insert the amount "$50,000,000" in its place.

(f)    The Commitment Schedule is hereby amended and restated in its entirety as set forth on Exhibit A attached hereto.

2.    Conditions to Effectiveness. The effectiveness of this Consent is subject to the following conditions precedent, each to be in form and substance satisfactory to Administrative Agent:

(a)    Administrative Agent shall have received a fully executed copy of this Amendment;

(b)    Agent shall have received, for the benefit of the Lenders in accordance with their respective pro rata shares of the increase in the Domestic Revolving Commitment, a commitment increase fee equal to 0.15% of the $25,000,000 increase in the Revolving Commitment ($37,500.00);

(c)    Agent shall have received fully executed certificates as required by Section 2.09(e) of the Credit Agreement; and

(d)    no Default or Event of Default shall have occurred and be continuing.

3.    Representations and Warranties. To induce the Agents and Lenders to enter into this Amendment, each of the Loan Parties represent and warrant to the Agents and Lenders that:

(a)    the execution, delivery and performance of this Amendment has been duly authorized by all requisite corporate action on the part of such Loan Party and this Amendment has been duly executed and delivered such Loan Party;

(b)    each of the representations and warranties set forth in Article V of the Credit Agreement, are true and correct in all material respects as of the date hereof (except to the extent they relate to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date);

(c)    the transactions contemplated by this Amendment (i) are permitted under the 2011 Indenture and the 2011 Senior Notes and (ii) will not result in any Event of Default (as defined in the 2011 Indenture) or Default (as defined in the 2011 Indenture) under the 2011 Indenture, the 2011 Senior Notes or any agreement executed by any Loan Party in connection therewith; and

(d)    no Default or Event of Default has occurred and is continuing.

4.    Acknowledgment of Loan Guarantor; Reaffirmation. Each Loan Guarantor hereby acknowledges that Borrowers, Administrative Agent and Lenders have amended the Credit Agreement by this Amendment, and such Loan Guarantor acknowledges that Administrative Agent and Lenders would not amend the Credit Agreement in the absence of the agreements of such Loan Guarantor contained herein. Each Loan Guarantor hereby approves of and consents to the Amendment, agrees that its obligations under the Loan Guaranty and the other Loan Documents to which it is a party shall not be diminished as a result of the execution of the Amendment, and confirms that the Loan Guaranty and all other Loan Documents to which it is a party are in full force and effect. Each Loan Party hereby reaffirms its obligations under any applicable Security Agreement and each other Collateral Document to which it is a party. Without limiting the foregoing, each Loan party hereby reaffirms its pledge, assignment and grant of a security interest in the Collateral to the applicable Agent, on behalf of and for the ratable benefit of the applicable Lenders, to secure the prompt and complete payment and performance of the applicable Obligations.

5.    Release. In consideration of the agreements of Administrative Agent and Lenders contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Loan Party hereby releases and forever discharges Administrative Agent and each Lender and their directors, officers, employees, agents, attorneys, affiliates, subsidiaries, successors and permitted assigns from any and all liabilities, obligations, actions, contracts, claims, causes of action, damages, demands, costs and expenses whatsoever (collectively "Claims"), of every kind and nature, however evidenced or created, whether known or unknown, arising prior to or on the date of this Amendment including, but not limited to, any Claims involving the extension of credit under or administration of this Amendment, the Credit Agreement or the Loan Documents, as each may be amended, the Indebtedness incurred by

Borrowers or any other transactions evidenced by this Amendment, the Credit Agreement or the Loan Documents.

6.    Severability. Any provision of this Amendment held by a court of competent jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this Amendment and the effect thereof shall be confined to the provision so held to be invalid or unenforceable.

7.    References. Any reference to the Credit Agreement contained in any document, instrument or Credit Agreement executed in connection with the Credit Agreement shall be deemed to be a reference to the Credit Agreement as modified by this Amendment.

8.    Counterparts. This Amendment may be executed in one or more counterparts, each of which shall constitute an original, but all of which taken together shall be one and the same instrument. Delivery by telecopy or electronic portable document format (i.e., "pdf") transmission of executed signature pages hereof from one party hereto to another party hereto shall be deemed to constitute due execution and delivery by such party.

9.    Ratification. The terms and provisions set forth in this Amendment shall modify and supersede all inconsistent terms and provisions of the Credit Agreement and shall not be deemed to be a consent to the modification or waiver of any other term or condition of the Credit Agreement. Except as expressly modified and superseded by this Amendment, the terms and provisions of the Credit Agreement are ratified and confirmed and shall continue in full force and effect.

10.    Governing Law. This Amendment shall be a contract made under and governed by the laws of the state of Ohio, without regard to conflict of laws principles that would require the application of laws other than those of the state of Ohio. Whenever possible each provision of this Amendment shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Amendment shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Amendment.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by their respective authorized officers as of the day and year first above written.