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                                                                     EXHIBIT 4.7

                         CONSOLIDATED AMENDMENT NO. 3 TO
    AMENDED AND RESTATED CREDIT AGREEMENT, AMENDED AND RESTATED REIMBURSEMENT
                         AGREEMENT AND PROMISSORY NOTE


         This Consolidated Amendment No. 3 to Amended and Restated Credit
Agreement, Amended and Restated Reimbursement Agreement, and Promissory Note
(this "AMENDMENT"), dated as of May 15, 2003, is entered into by and between
SIFCO INDUSTRIES, INC. (the "BORROWER") and NATIONAL CITY BANK (the "BANK") for
the purposes amending and supplementing the documents and instruments referred
to below.

                                   WITNESSETH:

         Whereas, Borrower and Bank are parties to an Amended and Restated
Credit Agreement made as of April 30, 2002, as amended by Letter Agreement dated
August 1, 2002 (as amended, the "CREDIT AGREEMENT" providing for $6,000,000 of
revolving credits; all terms used in the Credit Agreement being used herein with
the same meaning); and

         Whereas, Borrower and Bank are parties to an Amended and Restated
Reimbursement Agreement made as of April 30, 2002, as amended by Letter
Agreement dated August 1, 2002 (as amended, the "REIMBURSEMENT AGREEMENT"
pursuant to which a Letter of Credit was issued in the initial stated amount of
$4,225,280; all terms used in the Reimbursement Agreement being used herein with
the same meaning); and

         Whereas, Borrower and Bank are parties to Promissory Note made as of
April 14, 1998 (the "TERM NOTE" providing for a $12,000,000 term loan; all terms
used in the Term Note being used herein with the same meaning); and

         WHEREAS,  the Credit Agreement,  the Reimbursement  Agreement and the
Term Note were previously amended by Consolidated Amendment No. 1 and
Consolidated Amendment No. 2; and

         Whereas, Borrower and Bank desire to further amend certain provisions
of the Credit Agreement and the Reimbursement Agreement to, among other things,
(a) amend and/or waive certain financial covenants applicable thereto, and (b)
supplement certain of the covenants therein; and

         NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the
parties agree as follows:

SECTION I - AMENDMENTS TO CREDIT AGREEMENT

            A. Section 2A.01 of the Credit Agreement is hereby amended to
               provide that, upon the execution and delivery of this
               Consolidated Amendment No 3, the Commitment and availability
               under the Credit Agreement shall not exceed Six Million dollars
               ($6,000,000), subject to the Borrowing Base limitations set
               forth below.

            B. Section 2A.02 of the Credit Agreement is hereby amended to
               extend the Expiration Date from MARCH 31, 2004 to JUNE 30, 2004.

            C. Section 2B.16 (II) of the Credit Agreement is hereby amended to
               read as follows:

           (ii) Advances for Subject Loans shall not initially exceed an amount
equal to eighty percent (80%) of eligible accounts receivable (the "Borrowing
Base") (to be determined by Bank), less a reserve in the amount of One Million
Dollars ($1,000,000) (the "Reserve"), until such time as an equipment appraisal
can be completed and received by the Bank, at which time a permanent Borrowing
Base will be established. The Reserve shall be established the earliest to occur
of (a) receipt of a federal tax refund or (b) within ninety (90) days of the
date of this Amendment. The appraisal shall be at Borrower's cost and shall be
completed no later than JUNE 30, 2003, unless a later date is agreed upon
between the Borrower and the Bank. After completion and receipt of the
appraisal, to go along with the field audit and real estate appraisal previously
received by the Bank, Bank shall provide a borrowing base based upon the results
of the field audit and appraisals.

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             D. Borrower and Bank further agree that this credit shall be
                monitored by the Bank on a "full following, daily reporting
                basis" utilizing a "cash collateral account established at the
                Bank pursuant to the terms of the Security Agreement between the
                Borrow and the Bank; provided, however, that if the outstandings
                under the Credit Agreement are below $4,000,000 and there is a
                minimum of a $1,000,000 availability in the borrowing base,
                reporting will be weekly rather than daily.

SECTION II - AMENDMENTS TO REIMBURSEMENT AGREEMENT

         A.Subsection 7(B) (PRETAX INTEREST COVERAGE) of the Reimbursement
         Agreement is hereby WAIVED through the period ending DECEMBER 31,
         2004.

SECTION III - REPRESENTATIONS AND WARRANTIES

         Borrower hereby represents and warrants to Bank, to the best of
         Borrower's knowledge, that

             (A) none of the representations and warranties made in the Credit
                 Agreement, the Reimbursement Agreement or the Promissory Note
                 (collectively, the "Loan Documents") has ceased to be true and
                 complete in any material respect as of the date hereof; and

             (B) as of the date hereof no "Default" has occurred that is
                 continuing under the Loan Documents.

SECTION IV -ACKNOWLEDGMENTS CONCERNING OUTSTANDING LOANS

         Borrower acknowledges and agrees that, as of the date hereof, all of
Borrower's outstanding loan obligations to Bank are owed without any offset,
deduction, defense, claim or counterclaim of any nature whatsoever. Borrower
authorizes Bank to share all credit and financial information relating to
Borrower with each of Bank's parent company and with any subsidiary or affiliate
company of such Bank or of such Bank's parent company.

SECTION V - REFERENCES

         On and after the effective date of this Amendment, each reference in
the Credit Agreement, the Reimbursement Agreement or the Term Note to "this
Agreement", "hereunder", "hereof", or words of like import referring to the
Credit Agreement, Reimbursement Agreement or Term Note shall mean and refer to
the Credit Agreement, Reimbursement Agreement and Term Note as amended hereby.
The Loan Documents, as amended by this Amendment, are and shall continue to be
in full force and effect and are hereby ratified and confirmed in all respects.
To the extent any amendment set forth in any previous amendment is omitted from
this Amendment, the same shall be deemed eliminated as between Borrower and the
other parties hereto as of the date hereof. The execution, delivery and
effectiveness of this Amendment shall not operate as a waiver of any right,
power or remedy of Bank under the Loan Documents or constitute a waiver of any
provision of the Loan documents except as specifically set forth herein.

SECTION VI - COUNTERPARTS AND GOVERNING LAW

         This Amendment may be executed in any number of counterparts, each
counterpart to be executed by one or more of the parties but, when taken
together, all counterparts shall constitute one agreement. This Amendment, and
the respective rights and obligations of the parties hereto, shall be construed
in accordance with and governed by Ohio law.

         IN WITNESS WHEREOF, the Borrower and the Bank have caused this
Amendment to be executed by their authorized officers as of the date and year
first above written.


SIFCO INDUSTRIES, INC.                         NATIONAL CITY BANK


By:  /s/  Frank A Cappello                     By:  /s/  Terry Wolford
     -----------------------                   -------------------------
     Frank A. Cappello                         Terry Wolford
     Vice President-Finance and                Vice President
     Chief Financial Officer

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