8.500% Senior Secured Notes due 2030
Note · Park-Ohio Industries, Inc.
Reference: 8.500% Senior Secured Notes due 2030
- Original principal
- USD 350,000,000
- Outstanding
- —
- Commitment
- —
- Availability
- —
- Maturity
- Aug 1, 2030
Last reported interest terms: 8.5% Reported 2025-07-31 Later filings may not restate these terms; this does not confirm they still apply.
Verified covenant terms
-
Section 4.07(a) · The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
Applies to every series under this agreement Section 4.07 *Restricted Payments.*
Full wording and supporting evidence
Source evidence: (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly:
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.09(a) · will not, and will not permit any of its Restricted Subsidiaries to
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee
Applies to every series under this agreement Metric: Fixed Charge Coverage Ratio
Stated threshold: 2 to 1.00
Exceptions: provided that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred or issued, as applicable, under this subsection (a) by Restricted Subsidiaries that are not Guarantors shall not exceed at any time outstanding the greater of (x) $75.0 million and (y) 5.0% of Total Assets as of the date of such incurrence. Section 4.09 *Incurrence of Indebtedness and Issuance of Preferred Stock.*
Full wording and supporting evidence
Source evidence: (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly liable, contingently or otherwise, with respect to (collectively, *“incur”*) any Indebtedness (including Acquired Debt), and the Company will not issue any Disqualified Stock and will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; *provided, however,* that the Company may incur Indebtedness (including Acquired Debt) or issue Disqualified Stock, and any Restricted Subsidiary of the Company may incur Indebtedness (including Acquired Debt) or issue preferred stock, if the Fixed Charge Coverage Ratio for the Company’s most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such Disqualified Stock or such preferred stock is issued, as the case may be, would have been at least 2.00 to 1.00, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the Disqualified Stock or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period; provided that the amount of Indebtedness, Disqualified Stock and preferred stock that may be incurred or issued, as applicable, under this subsection (a) by Restricted Subsidiaries that are not Guarantors shall not exceed at any time outstanding the greater of (x) $75.0 million and (y) 5.0% of Total Assets as of the date of such incurrence.
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 11.04 · shall also become a party to the applicable Notes Collateral Documents
Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Notes Collateral Documents and shall as promptly as practicable execute and deliver such security instruments and financing statements
Applies to every series under this agreement Section 11.04
Full wording and supporting evidence
Source evidence: Each Person that becomes a Guarantor after the Issue Date shall also become a party to the applicable Notes Collateral Documents and shall as promptly as practicable execute and deliver such security instruments and financing statements (in substantially the same form as those executed and delivered with respect to the Collateral on the Issue Date or on the date first delivered in the case of Collateral)
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 10.02 · it shall execute and deliver such security instruments, financing statements
it shall execute and deliver such security instruments, financing statements and such certificates and opinions of counsel
Applies to every series under this agreement Section 10.02
Full wording and supporting evidence
Source evidence: Subject to exceptions and limitations herein and the Notes Collateral Documents, if the Company or any Guarantor acquires any property which is of a type constituting Collateral under the Collateral Agreement or any other Notes Collateral Documents (excluding, for the avoidance of doubt, any Excluded Assets), it shall execute and deliver such security instruments, financing statements and such certificates and opinions of counsel and take all other actions as are required under this Indenture and the Notes Collateral Documents to vest in the Notes Collateral Agent a perfected security interest (subject to existing and future Permitted Liens and other Liens permitted by this Indenture, which include certain purchase money security interests) in such after-acquired property
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 10.03 · perfect the validity and intended priority of the security interests
The Company and the Guarantors shall, at their sole expense, take all actions that may be required under applicable law
Applies to every series under this agreement Section 10.03
Full wording and supporting evidence
Source evidence: The Company and the Guarantors shall, at their sole expense, take all actions that may be required under applicable law, or that the Trustee or the Notes Collateral Agent may reasonably request, in order to effectuate the transactions contemplated by this Indenture and in order to grant, preserve, protect and perfect the validity and intended priority of the security interests created or intended to be created by the Notes Collateral Documents.
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.12 · will not, and will not permit any of its Restricted Subsidiaries that are Guarantors, to, create, incur, assume
The Company will not, and will not permit any of its Restricted Subsidiaries that are Guarantors, to, create, incur, assume or otherwise cause to become effective any Lien of any kind
Applies to every series under this agreement Section 4.12 *Liens*.
Full wording and supporting evidence
Source evidence: The Company will not, and will not permit any of its Restricted Subsidiaries that are Guarantors, to, create, incur, assume or otherwise cause to become effective any Lien of any kind (such Lien, the “*Initial Lien*”), securing Indebtedness or Attributable Debt upon any of their property or assets, now owned or hereafter acquired, unless:
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.10(a) · will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless
(a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
Applies to every series under this agreement Section 4.10 *Asset Sales.*
Full wording and supporting evidence
Source evidence: (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless:
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.17 · sale and leaseback transaction
The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction
Applies to every series under this agreement Section 4.17 *Limitation on Sale and Leaseback Transactions.*
Full wording and supporting evidence
Source evidence: The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; *provided* that the Company or any Guarantor may enter into a sale and leaseback transaction if:
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 11.05 · no Guarantor may sell or otherwise dispose of all or substantially all of its assets
no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person
Applies to every series under this agreement Section 11.05
Full wording and supporting evidence
Source evidence: Except as otherwise provided in Section 11.06 hereof, no Guarantor may sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, other than the Company or another Guarantor, unless:
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
(a) · consolidate or merge with or into another Person
The Company shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation)
Applies to every series under this agreement Section 5.01 *Merger, Consolidation, or Sale of Assets.*
Full wording and supporting evidence
Source evidence: (a) The Company shall not, directly or indirectly: (i) consolidate or merge with or into another Person (whether or not the Company is the surviving corporation); or (ii) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole, in one or more related transactions, to another Person, unless:
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.03(a) · the Company will electronically file or furnish to the Trustee
(a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will electronically file or furnish to the Trustee
Applies to every series under this agreement Section 4.03 *Reports.*
Full wording and supporting evidence
Source evidence: (a) Whether or not required by the rules and regulations of the SEC, so long as any Notes are outstanding, the Company will electronically file or furnish to the Trustee, within the time periods specified in the SEC’s rules and regulations (after giving effect to any grace period provided by Rule 12b-25 under the Exchange Act):
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.04(a) · The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year
The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate
Applies to every series under this agreement Section 4.04 *Compliance Certificate.*
Full wording and supporting evidence
Source evidence: (a) The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year, an Officer’s Certificate stating that a review of the activities of the Company and its Subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officer with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under this Indenture,
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.04(b) · the Company will deliver to a Responsible Officer of the Trustee
the Company will deliver to a Responsible Officer of the Trustee, within 30 days of becoming aware of any Default or Event of Default that has occurred and is continuing, a statement specifying such Default or Event of Default.
Applies to every series under this agreement Section 4.04 *Compliance Certificate.*
Full wording and supporting evidence
Source evidence: (b) So long as any of the Notes are outstanding, the Company will deliver to a Responsible Officer of the Trustee, within 30 days of becoming aware of any Default or Event of Default that has occurred and is continuing, a statement specifying such Default or Event of Default.
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
(5) · failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Indenture
failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Indenture for 60 days after written notice to the Company by the Trustee
Applies to every series under this agreement Section 6.01 *Events of Default.*
Full wording and supporting evidence
Source evidence: (5) failure by the Company or any of its Restricted Subsidiaries to comply with any of the other agreements in this Indenture for 60 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding;
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
(4) · failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 hereof for 90 days after written notice
failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 hereof for 90 days after written notice to the Company by the Trustee
Applies to every series under this agreement Section 6.01 *Events of Default.*
Full wording and supporting evidence
Source evidence: (4) failure by the Company or any of its Restricted Subsidiaries to comply with Section 4.03 hereof for 90 days after written notice to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding;
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
(3) · failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 hereof
failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 hereof;
Applies to every series under this agreement Section 6.01 *Events of Default.*
Full wording and supporting evidence
Source evidence: (3) failure by the Company or any of its Restricted Subsidiaries to comply with the provisions of Section 5.01 hereof;
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.21 · may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default
The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default
Applies to every series under this agreement Section 4.21 *Designation of Restricted and Unrestricted Subsidiaries.*
Full wording and supporting evidence
Source evidence: The Board of Directors of the Company may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default and if that designation otherwise is consistent with the definition of an Unrestricted Subsidiary.
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 11.04 · the Company will cause such Domestic Subsidiary to comply
the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.20 hereof and this Article 11, to the extent applicable.
Applies to every series under this agreement Section 11.04
Full wording and supporting evidence
Source evidence: In the event that the Company or any of its Restricted Subsidiaries creates or acquires any Domestic Subsidiary after the date of this Indenture, if required by Section 4.20 hereof, the Company will cause such Domestic Subsidiary to comply with the provisions of Section 4.20 hereof and this Article 11, to the extent applicable.
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.20 · Additional Note Guarantees
the Company will cause that newly acquired or created Domestic Subsidiary to (i) execute a notation of Note Guarantee
Applies to every series under this agreement Exceptions: any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary Section 4.20 *Additional Note Guarantees.*
Full wording and supporting evidence
Source evidence: If the Company or any of its Restricted Subsidiaries acquires or creates another Domestic Subsidiary after the date of this Indenture, and such Domestic Subsidiary Guarantees the Company’s obligations under the ABL Credit Facility or issues or Guarantees any Capital Markets Indebtedness of the Company or any Guarantor in an aggregate principal amount of at least $200.0 million, then the Company will cause that newly acquired or created Domestic Subsidiary to (i) execute a notation of Note Guarantee pursuant to a supplemental indenture substantially in the form of Exhibit E hereto, in form and substance satisfactory to the Trustee and deliver an Opinion of Counsel to the Trustee within 30 Business Days of the date on which it was acquired or created (or ceased to be an Immaterial Subsidiary or Guaranteed the ABL Credit Facility or issued or Guaranteed such Capital Markets Indebtedness, to the extent applicable) to the effect that such supplemental indenture has been duly authorized, executed and delivered by that Domestic Subsidiary and constitutes a valid and binding agreement of that Domestic Subsidiary, enforceable in accordance with its terms (subject to customary exceptions) and (ii) execute and deliver to the Notes Collateral Agent joinder agreements or other similar agreements with respect to the notes collateral documents and take all actions required thereunder to perfect the Liens created thereunder within 30 Business Days of the date on which it was acquired or created (or ceased to be an Immaterial Subsidiary or Guaranteed the ABL Credit Facility or issued or Guaranteed such Capital Market Indebtedness, to the extent applicable); *provided* that any Domestic Subsidiary that constitutes an Immaterial Subsidiary need not become a Guarantor until such time as it ceases to be an Immaterial Subsidiary. The form of notation of such Note Guarantee is attached as Exhibit D hereto.
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.08(a) · create or permit to exist or become effective any consensual encumbrance or restriction
The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
Applies to every series under this agreement Section 4.08 *Dividend and Other Payment Restrictions Affecting Restricted Subsidiaries.*
Full wording and supporting evidence
Source evidence: (a) The Company will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to:
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.17 · will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction
The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction
Applies to every series under this agreement Section 4.17 *Limitation on Sale and Leaseback Transactions.*
Full wording and supporting evidence
Source evidence: The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; *provided* that the Company or any Guarantor may enter into a sale and leaseback transaction if:
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
Section 4.05 · pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes
The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies
Applies to every series under this agreement Exceptions: except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders Section 4.05 *Taxes.*
Full wording and supporting evidence
Source evidence: The Company will pay, and will cause each of its Subsidiaries to pay, prior to delinquency, all material taxes, assessments, and governmental levies except such as are contested in good faith and by appropriate proceedings or where the failure to effect such payment is not adverse in any material respect to the Holders.
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
-
(a) · Suspension Period
then, beginning on that day and subject to the provisions of the following paragraphs, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.20 and 5.01(a)(4) hereof will be suspended
Applies to every series under this agreement Springing Trigger: the Notes are rated Investment Grade by each of S&P and Moody’s Exceptions: During any Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.21 hereof. Section 4.22 *Changes in Covenants if Notes Rated Investment Grade*
Full wording and supporting evidence
Source evidence: (a) If at any time following the date of this Indenture, (i) the Notes are rated Investment Grade by each of S&P and Moody’s (or, if either (or both) of S&P and Moody’s have been substituted in accordance with the definition of “Rating Agencies,” by each of the then applicable Rating Agencies), (ii) no Default has occurred and is continuing under this Indenture and (iii) the Company has delivered to the Trustee an Officer’s Certificate certifying the foregoing provisions in this Section 4.22(a) then, beginning on that day and subject to the provisions of the following paragraphs, Sections 4.07, 4.08, 4.09, 4.10, 4.11, 4.20 and 5.01(a)(4) hereof will be suspended (the *“Suspension Period”*). During any Suspension Period, the Company may not designate any of its Subsidiaries as Unrestricted Subsidiaries pursuant to Section 4.21 hereof.
Target identity evidence: INDENTURE dated as of July 31, 2025 among Park-Ohio Industries, Inc., an Ohio corporation, the Guarantors (as defined) and Computershare Trust Company, N.A., a national banking association organized under the laws of the United States, as trustee (in such capacity, the “*Trustee*”) and as notes collateral agent (in such capacity, the “*Notes Collateral Agent*”).
Documents and filing history
- Issuance · 8-K · 2025-07-31 — 8-K
- GoverningAgreement · EX-4.1 · 2025-07-31 — EX-4.1
- SeriesInstrument · EX-4.1 · 2025-07-31 — EX-4.1
-
Issuance
· 2025-07-31
Original principal USD 350,000,000 Exact source document
Parent 8-K filing · 2025-07-31
On July 31, 2025, Park-Ohio Industries, Inc. (the “Issuer”), a wholly owned subsidiary of Park-Ohio Holdings Corp. (the “Company”), and its domestic subsidiaries that guarantee debt under the Seventh Amendment and Restated Credit Agreement, dated April 17, 2017, as amended (the “Revolving Credit Facility”), between the Issuer and JPMorgan Chase Bank, N.A., as administrative agent and a lender, and various financial institutions, as lenders (the “Guarantors”) entered into an indenture (the “Indenture”) with Computershare Trust Company, N.A., as trustee (the “Trustee”) and notes collateral agent, relating to the issuance by the Issuer of $350 million aggregate principal amount of 8.500% Senior Secured Notes due 2030 (the “Notes”).
Issuer evidence: On July 31, 2025, Park-Ohio Industries, Inc. (the “Issuer”), a wholly owned subsidiary of Park-Ohio Holdings Corp. (the “Company”), and its domestic subsidiaries that guarantee debt under the Seventh Amendment and Restated Credit Agreement, dated April 17, 2017, as amended (the “Revolving Credit Facility”), between the Issuer and JPMorgan Chase Bank, N.A., as administrative agent and a lender, and various financial institutions, as lenders (the “Guarantors”) entered into an indenture (the “Indenture”) with Computershare Trust Company, N.A., as trustee (the “Trustee”) and notes collateral agent, relating to the issuance by the Issuer of $350 million aggregate principal amount of 8.500% Senior Secured Notes due 2030 (the “Notes”).
Supporting evidence: The Notes bear an interest rate of 8.500% per annum and will be payable semi-annually in arrears on February 1 and August 1 of each year, commencing on February 1, 2026. The Notes mature on August 1, 2030. The Notes are guaranteed on a senior secured basis by the Guarantors. The Notes will be secured by, subject in each case to certain exceptions and permitted liens, (i) a first-priority lien on substantially all of the U.S. equipment (including machinery) of the Issuer and the Guarantors (the “Notes Priority Collateral”) and (ii) a second-priority lien (junior to the Revolving Credit Facility) on substantially all of the U.S. assets of the Issuer and the Guarantors (including the 65% pledge of the foreign equity owned by the Guarantors), other than assets constituting Notes Priority Collateral, securing the Revolving Credit Facility.
Supporting evidence: On July 31, 2025, Park-Ohio Industries, Inc. (the “Issuer”), a wholly owned subsidiary of Park-Ohio Holdings Corp. (the “Company”), and its domestic subsidiaries that guarantee debt under the Seventh Amendment and Restated Credit Agreement, dated April 17, 2017, as amended (the “Revolving Credit Facility”), between the Issuer and JPMorgan Chase Bank, N.A., as administrative agent and a lender, and various financial institutions, as lenders (the “Guarantors”) entered into an indenture (the “Indenture”) with Computershare Trust Company, N.A., as trustee (the “Trustee”) and notes collateral agent, relating to the issuance by the Issuer of $350 million aggregate principal amount of 8.500% Senior Secured Notes due 2030 (the “Notes”).
-
Baseline
· 2025-07-31
Exact source document
Parent 8-K filing · 2025-07-31
WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “*Indenture*”), dated as of July 31, 2025 providing for the issuance of 8.500% Senior Secured Notes due 2030 (the “*Notes*”);
Issuer evidence: *“Company”* means Park-Ohio Industries, Inc., and any and all successors thereto.
Supporting evidence: WHEREAS, the Company has heretofore executed and delivered to the Trustee an indenture (the “*Indenture*”), dated as of July 31, 2025 providing for the issuance of 8.500% Senior Secured Notes due 2030 (the “*Notes*”);