<PAGE>
Chs90835.REV                                                        EXHIBIT 4(b)
4/26/02






                              AMENDED AND RESTATED
                          C R E D I T   A G R E E M E N T


                                     between


                             SIFCO INDUSTRIES, INC.

                                       and

                               NATIONAL CITY BANK

                                 April 30, 2002

                        $10,000,000 of Revolving Credits





<PAGE>

Table of Contents

<TABLE>

<S>                                                                                                <C>
1A.  CROSS-REFERENCE.................................................................................1
1B.  SUMMARY.........................................................................................1
2A.  SUBJECT COMMITMENT..............................................................................1
         2A.01  AMOUNT...............................................................................1
         2A.02  TERM.................................................................................1
         2A.03  OPTIONAL REDUCTIONS..................................................................1
         2A.04  COMMITMENT FEE.......................................................................1
         2A.05  EXTENSION OF SUBJECT COMMITMENT......................................................2
2B.  SUBJECT LOANS...................................................................................2
         2B.01  SUBJECT NOTE.........................................................................2
         2B.02  CREDIT REQUESTS......................................................................2
         2B.03  CONDITION:  NO DEFAULT...............................................................3
         2B.04  CONDITION:  PURPOSE..................................................................3
         2B.05  LOAN MIX.............................................................................3
         2B.06  AMOUNT...............................................................................4
         2B.07  CONTRACT PERIODS.....................................................................4
         2B.08  MATURITIES...........................................................................4
         2B.09  ROLLOVER.............................................................................4
         2B.10  INTEREST:  PRIME RATE LOANS..........................................................5
         2B.11  INTEREST: FIXED-RATE LOANS...........................................................5
         2B.12  DISBURSEMENT.........................................................................6
         2B.13  PREPAYMENTS..........................................................................6
         2B.14  FIXED-RATE LOANS: UNAVAILABILITY.....................................................6
         2B.15  FIXED-RATE LOANS: ILLEGALITY.........................................................7
3A.  INFORMATION.....................................................................................7
         3A.01  FINANCIAL STATEMENTS.................................................................7
         3A.02  NOTICE...............................................................................8
3B.  GENERAL FINANCIAL STANDARDS.....................................................................9
         3B.01  REIMBURSEMENT AGREEMENT..............................................................9
         3C.  AFFIRMATIVE COVENANTS..................................................................9
         3C.01  TAXES................................................................................9
         3C.02  FINANCIAL RECORDS....................................................................10
         3C.03  VISITATION...........................................................................10
         3C.04  INSURANCE............................................................................10
         3C.05  CORPORATE EXISTENCE..................................................................10
         3C.06  COMPLIANCE WITH LAW..................................................................10
         3C.07  PROPERTIES...........................................................................11
3D.  NEGATIVE COVENANTS..............................................................................11
         3D.01  EQUITY TRANSACTIONS..................................................................11
         3D.02  BORROWINGS...........................................................................12
         3D.03  LIENS, LEASES........................................................................12
         3D.04  NEGATIVE PLEDGE......................................................................14
</TABLE>



                                      -i-

<PAGE>


Table of Contents

<TABLE>

<S>                                                                                                <C>
4A.  CLOSING.........................................................................................14
         4A.01  SUBJECT NOTE.........................................................................14
         4A.02  RESOLUTIONS/INCUMBENCY...............................................................14
         4A.03  LEGAL OPINION........................................................................14
4B.  WARRANTIES......................................................................................14
         4B.01  EXISTENCE............................................................................14
         4B.02  GOVERNMENTAL RESTRICTIONS............................................................14
         4B.03  CORPORATE AUTHORITY..................................................................15
         4B.04  LITIGATION...........................................................................15
         4B.05  TAXES................................................................................15
         4B.06  TITLE................................................................................15
         4B.07  LAWFUL OPERATIONS....................................................................15
         4B.08  INSURANCE............................................................................16
         4B.09  FINANCIAL STATEMENTS.................................................................16
         4B.10  DEFAULTS.............................................................................16
5A.  EVENTS OF DEFAULT...............................................................................16
         5A.0l  PAYMENTS.............................................................................16
         5A.02  WARRANTIES...........................................................................16
         5A.03  COVENANTS WITHOUT GRACE..............................................................16
         5A.04  COVENANTS WITH GRACE.................................................................16
         5A.05  CROSS-DEFAULT........................................................................17
         5A.06  BORROWER'S SOLVENCY..................................................................17
5B.  EFFECTS OF DEFAULT..............................................................................17
         5B.01  OPTIONAL DEFAULTS....................................................................17
         5B.02  AUTOMATIC DEFAULTS...................................................................18
         5B.03  OFFSETS..............................................................................18
6A.  INDEMNITY: STAMP TAXES..........................................................................18
6B.  INDEMNITY: GOVERNMENTAL COSTS/FIXED-RATE LOANS..................................................18
6C.  INDEMNITY: FUNDING COSTS........................................................................19
6D.  CREDIT REQUESTS.................................................................................19
6E.  INDEMNITY: UNFRIENDLY TAKEOVERS.................................................................19
6F.  INDEMNITY: CAPITAL REQUIREMENTS.................................................................19
6G.  INDEMNITY: COLLECTION COSTS.....................................................................20
6H.  CERTIFICATE FOR INDEMNIFICATION.................................................................20
7.  BANK'S PURPOSE...................................................................................20
8.  INTERPRETATION...................................................................................20
         8.01  WAIVERS...............................................................................20
         8.02  CUMULATIVE PROVISIONS.................................................................20
         8.03  BINDING EFFECT........................................................................21
         8.04  SURVIVAL OF PROVISIONS................................................................21
         8.05  IMMEDIATE U.S. FUNDS..................................................................21
</TABLE>



                                      -ii-
<PAGE>


Table of Contents

<TABLE>

<S>                                                                                                <C>
         8.06  CAPTIONS..............................................................................21
         8.07  SUBSECTIONS...........................................................................21
         8.08  ILLEGALITY............................................................................21
         8.09  OHIO LAW..............................................................................21
         8.10  INTEREST/FEE COMPUTATIONS.............................................................21
         8.11  NOTICE................................................................................21
         8.12  ACCOUNTING TERMS......................................................................22
         8.13  ENTIRE AGREEMENT......................................................................22
         8.14  SHARING OF INFORMATION................................................................22
9.  DEFINITIONS......................................................................................22
         ACCOUNT OFFICER.............................................................................22
         ACCUMULATED FUNDING DEFICIENCY..............................................................22
         AGREEMENT...................................................................................23
         BANK........................................................................................23
         BANKING DAY.................................................................................23
         BORROWER....................................................................................23
         COMPANY.....................................................................................23
         COMPENSATION................................................................................23
         CONTRACT PERIOD.............................................................................23
         CREDIT REQUEST..............................................................................23
         CURRENT ASSETS..............................................................................23
         CURRENT LIABILITIES.........................................................................23
         DEBT........................................................................................23
         DEFAULT UNDER ERISA.........................................................................23
         DEFAULT UNDER THIS AGREEMENT................................................................24
         ENVIRONMENTAL LAW...........................................................................24
         ERISA.......................................................................................24
         ERISA REGULATOR.............................................................................24
         EVENT OF DEFAULT............................................................................24
         EXPIRATION DATE.............................................................................24
         FEDERAL FUNDS RATE..........................................................................24
         FIXED-RATE LOAN.............................................................................25
         FUNDED INDEBTEDNESS.........................................................................25
         GAAP........................................................................................25
         INSOLVENCY ACTION...........................................................................25
         LIBO PRE-MARGIN RATE........................................................................25
         LIBOR LOAN..................................................................................26
         MATERIAL....................................................................................26
         MOST RECENT FINANCIAL STATEMENTS............................................................26
         NET INCOME..................................................................................26
         NET WORTH...................................................................................26
</TABLE>



                                     -iii-
<PAGE>


Table of Contents

<TABLE>

<S>                                                                                                <C>
         PENSION PLAN................................................................................26
         PRIME RATE..................................................................................26
         RECEIVABLE..................................................................................26
         RELATED WRITING.............................................................................26
         REPORTABLE EVENT............................................................................27
         PRIME RATE LOAN.............................................................................27
         SUBJECT COMMITMENT..........................................................................27
         SUBJECT INDEBTEDNESS........................................................................27
         SUBJECT LOAN................................................................................27
         SUBJECT NOTE................................................................................27
         SUBORDINATED................................................................................27
         SUBSIDIARY..................................................................................27
         SUPPLEMENTAL SCHEDULE.......................................................................27
         TOTAL LIABILITIES...........................................................................27
         WHOLLY-OWNED................................................................................28
         plurals.....................................................................................28
Signatures and Address...............................................................................28
</TABLE>

EXHIBIT A:  Supplemental Schedule (4B)
EXHIBIT B:  Subject Note (2B.01; 4A.01)
EXHIBIT C:  Extension Agreement (2A.05)



                                      -iv-

<PAGE>


                      AMENDED AND RESTATED CREDIT AGREEMENT


Agreement made as of April 30, 2002 by and between SIFCO INDUSTRIES, INC.
(BORROWER) and NATIONAL CITY BANK (Bank):

1A.  CROSS-REFERENCE -- Certain terms are defined in section 9.

1B.  SUMMARY -- This Agreement sets forth the terms and conditions upon which
the Borrower may obtain Subject Loans on a revolving basis until the Expiration
Date. This Agreement also sets forth covenants and warranties made by the
parties to induce each other to enter into this Agreement and contains other
Material provisions.

2A.  SUBJECT COMMITMENT -- The basic terms of the Subject Commitment and the
compensation therefor are as follows:

     2A.01 AMOUNT -- The amount of the Subject Commitment is ten million dollars
     ($10,000,000), but that amount may be reduced from time to time pursuant to
     subsection 2A.03 and the Subject Commitment may be terminated pursuant to
     section 5B.

     2A.02 TERM -- The Subject Commitment shall commence as of the date of this
     Agreement and shall remain in effect on a revolving basis until MARCH 31,
     2004 (the EXPIRATION DATE) EXCEPT that a later Expiration Date may be
     established from time to time pursuant to subsection 2A.05 and EXCEPT that
     the Subject Commitment shall end in any event upon any earlier reduction
     thereof to zero pursuant to subsection 2A.03 or any earlier termination
     pursuant to section 5B.

     2A.03 OPTIONAL REDUCTIONS -- Borrower shall have the right, at all times
     and without the payment of any premium, to permanently reduce the amount of
     the Subject Commitment by giving Bank one Banking Day's prior written
     notice of the amount of each such reduction and the effective date thereof
     subject, however, to the following:

          (a) No such reduction shall reduce the Subject Commitment to a lesser
          aggregate amount than the sum of the aggregate unpaid principal
          balance of the Fixed-Rate Loans then outstanding plus the aggregate
          unpaid principal balance of any Fixed-Rate Loans to be obtained
          pursuant to any unfulfilled Credit Request under subsection 2B.02 plus
          the aggregate unpaid principal balance of the prior loans, if any,
          then outstanding.

          (b) Concurrently with each reduction Borrower shall prepay such part,
          if any, of the principal of the Subject Loans then outstanding as may
          be in excess of the amount of the Subject Commitment as so reduced.
          Subsection 2B.13 and section 6C shall apply to each such prepayment.

     2A.04 COMMITMENT FEE -- Borrower agrees to pay Bank a commitment fee


                                      -1-
<PAGE>


          (a) based on the average daily difference between the amount of the
          Subject Commitment from time to time in effect and the aggregate
          unpaid principal balance of the Subject Loans then outstanding,

          (b) computed at the rate of one-quarter of one percent (1/4%) per
          annum so long as the Subject Commitment remains in effect and

          (c) payable in arrears on MAY 1, 2002 and quarter-annually thereafter
          and at the end of the Subject Commitment.

     2A.05 EXTENSION OF SUBJECT COMMITMENT -- Whenever Borrower furnishes its
     audited financial statements to Bank pursuant to clause (b) of subsection
     3A.01, commencing with the year ending September 30, 2002, Borrower may
     request that the Subject Commitment be extended one year to the May 1 next
     following the Expiration Date then in effect. Bank agrees to give
     consideration to each such request; but in no event shall Bank be committed
     to extend the Subject Commitment, nor shall the Subject Commitment be so
     extended, unless and until both Borrower and Bank shall have executed and
     delivered an extension agreement substantially in the form of Exhibit C
     with the blanks appropriately filled.

2B.  SUBJECT LOANS -- Bank agrees that so long as the Subject Commitment remains
in effect Bank will, subject to the conditions of this Agreement, grant Borrower
such Subject Loans as Borrower may from time to time request.

     2B.01 SUBJECT NOTE -- The Subject Loans shall be evidenced at all times by
     a Subject Note executed and delivered by Borrower, payable to the order of
     Bank in a principal amount equal to the dollar amount of the Subject
     Commitment as in effect at the execution and delivery of the Subject Note
     and being in the form and substance of Exhibit B with the blanks
     appropriately filled.

          (a) Whenever Borrower shall obtain a Subject Loan, Bank shall endorse
          an appropriate entry on the Subject Note or make an appropriate entry
          in a loan account in Bank's books and records, or both. Each entry
          shall be prima facie evidence of the data entered; but such entries
          shall not be a condition to Borrower's obligation to pay.

          (b) No holder of any Subject Note shall transfer a Subject Note, or
          seek a judgment or file a proof of claim based on a Subject Note,
          without in each case first endorsing the Subject Note to reflect the
          true amount owing thereon.

     2B.02 CREDIT REQUESTS -- Whenever Borrower desires to borrow pursuant to
     this Agreement, Borrower shall give Bank an appropriate notice (a CREDIT
     REQUEST) with such


                                      -2-
<PAGE>


     information as Bank may reasonably request. The Credit Request shall be
     irrevocable and shall (EXCEPT in the case of any obtained at the execution
     and delivery of this Agreement) be given to Bank not later than 12:00 noon
     Cleveland time

          (a) on the Banking Day the proceeds of any requested PRIME RATE LOAN
          is to be disbursed to Borrower and

          (b) on the third (3d) Banking Day prior to the Banking Day on which
          the proceeds of any requested LIBOR Loan are to be disbursed to
          Borrower.

     Each Credit Request shall be made either in writing or by telephone,
     PROVIDED that any telephone request shall be promptly confirmed in writing
     and Borrower shall assume the risk of misunderstanding.

     2B.03 CONDITION: NO DEFAULT -- Borrower shall not be entitled to obtain any
     Subject Loan if

          (a) any Default Under This Agreement shall then exist or would
          thereupon begin to exist or

          (b) any representation or warranty made in subsections 4B.01 through
          4B.08 (both inclusive) shall have ceased to be true and complete in
          any Material respect or

          (c) there shall have occurred any Material adverse change in
          Borrower's financial condition, properties or business since the date
          of Borrower's Most Recent Financial Statements or in its then most
          recent financial statements, if any, furnished to Bank pursuant to
          subsection 3A.01.

     Each Credit Request, both when made and when honored, shall of itself
     constitute a continuing representation and warranty by Borrower that
     Borrower is entitled to obtain, and Bank is obligated to make, the
     requested Subject Loan.

     2B.04 CONDITION: PURPOSE -- Borrower shall not use the proceeds of any
     Subject Loan in any manner that would violate or be inconsistent with
     Regulation U or X of the Board of Governors of the Federal Reserve System;
     nor will it use any such proceeds for the purpose of financing the
     acquisition of any corporation or other business entity if the acquisition
     is publicly opposed by the latter's management and if Bank deems that its
     participation in the financing would involve it in a conflict of interest.

     2B.05 LOAN MIX -- The Subject Loans at any one time outstanding may consist
     of PRIME RATE LOANs or LIBOR Loans or any combination thereof as Borrower
     may from time to time duly elect.


                                      -3-
<PAGE>


     2B.06 AMOUNT -- No Subject Loan shall be made if, after giving effect
     thereto, the aggregate unpaid principal balance of the Subject Loans would
     exceed the amount of the Subject Commitment then in effect. Each Fixed-Rate
     Loan shall be in the principal sum of one million dollars ($1,000,000) or
     any greater amount (subject to the aforesaid limitations) that is a
     multiple of one hundred thousand dollars ($100,000).

     2B.07 CONTRACT PERIODS -- Each Fixed-Rate Loan shall have applicable
     thereto a Contract Period to be duly elected by Borrower in the Credit
     Request therefor. Each Contract Period shall begin on the date the loan
     proceeds are to be disbursed and shall end on such date, not later than the
     Expiration Date, as Borrower may select subject, however, to the following:

          (a) The Contract Period for each LIBOR Loan shall end one month or two
          or three or six months after the date of borrowing; PROVIDED, that

               (1) if any such Contract Period otherwise would end on a day that
               is not a Banking Day, it shall end instead on the next following
               Banking Day unless that day falls in another calendar month, in
               which latter case the Contract Period shall end instead on the
               last Banking Day of the next preceding calendar month, and

               (2) if the Contract Period commences on a day for which there is
               no numerical equivalent in the calendar month in which the
               Contract Period is to end, it shall end on the last Banking Day
               of that calendar month.

     2B.08 MATURITIES -- The stated maturity of each PRIME RATE LOAN shall be
     the Expiration Date. The stated maturity of each Fixed-Rate Loan shall be
     the last day of the Contract Period applicable thereto. In no event,
     however, shall the stated maturity of any Subject Loan be later than the
     Expiration Date.

     2B.09 ROLLOVER -- If

          (a) prior to the Expiration Date any Fixed-Rate Loan shall not be paid
          in full at the stated maturity thereof and

          (b) Borrower shall have failed to duly give Bank a timely Credit
          Request in respect thereof,

     Borrower shall be deemed to have duly given Bank a timely Credit Request to
     obtain (and Bank shall accordingly make) a PRIME RATE LOAN in a principal
     amount equal to the unpaid principal of the Fixed-Rate Loan then due, the
     proceeds of which PRIME RATE LOAN shall be applied to the payment in full
     of the Fixed-Rate Loan then due;


                                      -4-
<PAGE>


     PROVIDED that no such PRIME RATE LOAN shall of itself constitute a waiver
     of any then-existing Default Under This Agreement.

     2B.10 INTEREST: Prime Rate LOANS -- The principal of and overdue interest
     on any Prime Rate Loans shall bear interest payable in arrears on the first
     day of each February, May, August and November and at maturity and computed
     (in accordance with subsection 8.10)

          (a) prior to maturity, at a fluctuating rate equal to the Prime Rate
          from time to time in effect and

          (b) after maturity (whether occurring by lapse of time or by
          acceleration), at a fluctuating rate equal to the Prime Rate from time
          to time in effect plus two percent (2%) per annum,

     with each change in the Prime Rate automatically and immediately changing
     the rate thereafter applicable to the Prime Rate Loans; PROVIDED, that in
     no event shall the rate applicable to the Prime Rate Loans after the
     maturity thereof be less than the rate applicable thereto immediately
     before maturity.

     2B.11 INTEREST: FIXED-RATE LOANS -- The principal of and overdue interest
     on each Fixed-Rate Loan shall bear interest computed (in accordance with
     subsection 8.10) and payable as follows:

          (a) Prior to maturity each LIBOR Loan shall bear interest at a rate
          equal to

               the LIBOR pre-margin rate in effect at the start of the
               applicable Contract Period plus

               the applicable LIBOR MARGIN, namely, one and one half percent
               (1.50%) per annum; provided, however, the LIBOR margin shall be
               adjusted ANNUALLY upon receipt and based upon the Borrower's year
               end financial statements as follows:

                           PRETAX INTEREST COVERAGE           LIBOR MARGIN

                           10x>                                   1.25%
                           7.5x - 10x                             1.50%
                           5x - 7.5x                              1.75%
                           2.5x - 5x                              2.00%

          (b) After maturity (whether occurring by lapse of time or by
          acceleration), each Fixed-Rate Loan shall bear interest computed and
          payable in the same manner as


                                      -5-
<PAGE>


          in the case of Prime Rate Loans EXCEPT that in no event shall any
          Fixed-Rate Loan bear interest after maturity at a lesser rate than
          that applicable thereto immediately after maturity.

          (c) Interest on each Fixed-Rate Loan shall be payable in arrears on
          the last day of the Contract Period applicable thereto and at maturity
          and, in the case of any Contract Period having a longer term than
          ninety (90) days, shall also be payable every ninety (90) days or
          every three (3) months (in the case of LIBOR Loans) after the first
          day of the Contract Period.

     2B.12 DISBURSEMENT -- Bank shall disburse the proceeds of each Subject Loan
     to Borrower's general checking account with Bank in the absence of written
     instructions from Borrower to the contrary.

     2B.13 PREPAYMENTS -- Borrower may from time to time prepay the principal of
     the Prime Rate Loans in whole or in part and may from time to time prepay
     the principal of any given series of Fixed-Rate Loans in whole or in part,
     subject to the following:

          (a) Each prepayment of Fixed-Rate Loans shall be applied solely to a
          single Fixed-Rate Loan, shall aggregate one million dollars
          ($1,000,000) or any multiple thereof or an amount equal to the then
          aggregate unpaid principal balance thereof.

          (b) Each prepayment of the Prime Rate Loans may be made without
          penalty or premium. Any prepayment of any Fixed-Rate Loans (regardless
          of the reason for the prepayment) shall be subject to the payment of
          any indemnity required by section 6C.

          (c) No prepayment shall of itself reduce the Subject Commitment.

          (d) Concurrently with each prepayment, Borrower shall prepay the
          interest accrued on the prepaid principal.

     2B.14 FIXED-RATE LOANS: UNAVAILABILITY -- If at any time

          (a) Bank shall determine that dollar deposits of the relevant amount
          for the relevant Contract Period are not available in the London
          interbank eurodollar market (in the case of a LIBOR Loan) for the
          purpose of funding the Fixed-Rate Loan in question, or

          (b) Bank shall determine that circumstances affecting that market make
          it impracticable for Bank to ascertain the rate or rates applicable to
          such Fixed-Rate Loans,


                                      -6-
<PAGE>


     then and in each such case Bank shall, by written notice to Borrower,
     suspend Borrower's right thereafter to obtain Fixed-Rate Loans of the kind
     in question, which suspension shall remain in effect until such time, if
     any, as Bank may give written notice to Borrower that the condition giving
     rise to the suspension no longer prevails.

     2B.15 FIXED-RATE LOANS: ILLEGALITY -- If any governmental authority shall
     assert that it is unlawful for Bank to fund, make or maintain any
     Fixed-Rate Loans,

          (a) Bank shall give Borrower prompt written notice thereof and

          (b) Borrower shall promptly pay in full the principal of and interest
          on the Fixed-Rate Loan in question and make the reimbursement, if any,
          required by section 6C.

3A.  INFORMATION -- Borrower agrees that so long as the Subject Commitment
remains in effect and thereafter until the Subject Indebtedness shall have been
paid in full, Borrower will perform and observe each of the following:

     3A.01 FINANCIAL STATEMENTS -- Borrower will furnish to Bank

          (a) within forty-five (45) days after the end of each of the first
          three quarter-annual periods of each of Borrower's fiscal years,
          Borrower's balance sheet as at the end of the period and its
          statements of cash flow, income and surplus reconciliation for
          Borrower's current fiscal year to date, all prepared (but unaudited)
          on a comparative basis with the prior year, in accordance with GAAP
          (EXCEPT as disclosed therein) and in form and detail satisfactory to
          Bank,

          (b) as soon as available (and in any event within ninety (90) days
          after the end of each of Borrower's fiscal years), a complete copy of
          an annual audit report (including, without limitation, all financial
          statements therein and notes thereto) of Borrower for that year which
          shall be

               (1) prepared on a comparative basis with the prior year, in
               accordance with GAAP (EXCEPT as disclosed therein) and in form
               and detail satisfactory to Bank, and

               (2) certified (without qualification as to GAAP) by independent
               public accountants selected by Borrower and satisfactory to Bank.

          (c) concurrently with the delivery of any financial statement to Bank
          pursuant to clause (a) or (b), a certificate by Borrower's chief
          financial officer


                                      -7-
<PAGE>


               (1) certifying that to the best of the officer's knowledge and
               belief, (A) those financial statements fairly present in all
               Material respects Borrower's financial condition and the results
               of its operations in accordance with GAAP subject, in the case of
               interim financial statements, to routine year-end audit
               adjustments and (B) no Default Under This Agreement then exists
               or if any does, a brief description of the default and Borrower's
               intentions in respect thereof, and

               (2) setting forth calculations indicating whether or not Borrower
               is in compliance with the general financial standards of section
               3B,

          (d) promptly when filed (in final form) or sent, a copy of

               (1) each registration statement, Form 10-K annual report, Form
               10-Q quarterly report, Form 8-K current report or similar
               document filed by Borrower with the Securities and Exchange
               Commission (or any similar federal agency having regulatory
               jurisdiction over Borrower's securities) and

               (2) each proxy statement, annual report, certificate, notice or
               other document sent by Borrower to the holders of any of its
               securities (or any trustee under any indenture which secures any
               of its securities or pursuant to which such securities are
               issued) and

          (e) forthwith upon Bank's written request, such other information in
          writing about Borrower's financial condition, properties and
          operations and about Borrower's employee benefit plans, if any, as
          Bank may from time to time reasonably request.

     3A.02 NOTICE -- Borrower will cause its chief financial officer, or in his
     absence another officer designated by Borrower, to give Bank prompt written
     notice whenever any officer of Borrower

          (a) reasonably believes (or receives notice from any governmental
          agency alleging) that any Reportable Event has occurred in respect of
          any Pension Plan or that Borrower has become in Material
          non-compliance with any law or governmental order referred to in
          subsection 3C.06 if non-compliance therewith would materially and
          adversely affect Borrower's financial condition or its properties,

          (b) receives from the Internal Revenue Service or any other federal,
          state or local taxing authority any allegation of any default by
          Borrower in the payment of any tax that is Material in amount or
          notice of any assessment in respect thereof,


                                      -8-
<PAGE>


          (c) learns there has been brought against Borrower before any court,
          administrative agency or arbitrator any litigation or proceeding
          which, if successful, might have a Material, adverse effect on
          Borrower,

          (d) reasonably believes that any representation or warranty made in
          subsections 4B.01 through 4B.08 (both inclusive) shall have ceased in
          any Material respect to be true and complete or that any Default Under
          This Agreement shall have occurred or

          (e) reasonably believes that there has occurred or begun to exist any
          other event, condition or thing that likely may have a Material,
          adverse effect on Borrower's financial condition, operations or
          properties.

3B.  GENERAL FINANCIAL STANDARDS -- Borrower agrees that so long as the Subject
Commitment remains in effect and thereafter until the Subject Indebtedness shall
have been paid in full, Borrower will observe each of the following:

          3B.01 REIMBURSEMENT AGREEMENT - Borrower and Bank have entered into or
          will enter into an Amended and Restated Reimbursement Agreement dated
          as of April 30, 2002 (the "Reimbursement Agreement"), which
          Reimbursement Agreement contains certain financial covenants to be
          complied with by the Borrower. The Borrower shall comply with the
          financial covenants set forth in Section 7 of the Reimbursement
          Agreement, as such Reimbursement Agreement may be amended and/or
          supplemented from time to time, as though such covenants were set
          forth herein. If the Reimbursement Agreement shall expire or terminate
          for any reason and this Agreement shall remain outstanding, the
          Borrower shall contunue to comply wich such financial covenants until
          such time as covenants may be negotiated and inserted into this
          Agreement.

3C.  AFFIRMATIVE COVENANTS-- Borrower agrees that so long as the Subject
Commitment remains in effect and thereafter until the Subject Indebtedness shall
have been paid in full, Borrower will perform and observe each of the following:

          3C.01 TAXES -- Borrower will pay in full

               (a) prior in each case to the date when penalties for the
               nonpayment thereof would attach, all taxes, assessments and
               governmental charges and levies for which it may be or become
               subject and

               (b) prior in each case to the date the claim would become
               delinquent for non-payment, all other lawful claims (whatever
               their kind or nature) which, if unpaid, might become a lien or
               charge upon its property;


                                      -9-
<PAGE>


     PROVIDED, that no item need be paid so long as and to the extent that it is
     contested in good faith and by timely and appropriate proceedings which are
     effective to stay enforcement thereof.

     3C.02 FINANCIAL RECORDS -- Borrower will at all times keep true and
     complete financial records in accordance with GAAP and, without limiting
     the generality of the foregoing, make appropriate accruals to reserves for
     estimated and contingent losses and liabilities.

     3C.03 VISITATION -- Borrower will, to the extent not prohibited by law or
     government regulation or contract, permit Bank or Bank's agent(s) at all
     reasonable times and upon seven (7) days prior notice:

          (a) to visit and inspect Borrower's properties and examine its records
          at Bank's expense and to make copies of and extracts from such records
          and

          (b) to consult with Borrower's directors, officers, employees,
          accountants, actuaries, trustees and plan administrators in respect of
          its financial condition, properties and operations and the financial
          condition of its employee benefit plans, each of which parties is
          hereby authorized to make such information available to Bank to the
          same extent that it would be to Borrower.

     3C.04 INSURANCE -- Borrower will

          (a) keep itself and all of its insurable properties insured at all
          times to such extent, with such deductibles, by such insurers and
          against such hazards and liabilities as is generally and prudently
          done by like businesses, EXCEPT that if a more specific standard is
          provided in any Related Writing, the more specific standard shall
          prevail and

          (b) forthwith upon Bank's written request, furnish to Bank such
          information about Borrower's insurance as Bank may from time to time
          reasonably request, which information shall be prepared in form and
          detail reasonably satisfactory to Bank and certified by an officer of
          Borrower.

     3C.05 CORPORATE EXISTENCE -- Borrower will at all times maintain its
     corporate existence, rights and franchises.

     3C.06 COMPLIANCE WITH LAW -- Borrower will comply with all laws (whether
     federal, state or local and whether statutory, administrative or judicial
     or other) and with every lawful governmental order (whether administrative
     or judicial) and will, without limiting the generality of the foregoing,


                                      -10-
<PAGE>

          (a) use and operate all of its facilities and properties in Material
          compliance with all Environmental Laws and handle all hazardous
          materials in Material compliance therewith; keep in full effect each
          permit, approval, certification, license or other authorization
          required by any enviromnmental law for the conduct of any Material
          portion of its business; and comply in all other Material respects
          with all Environmental Laws;

          (b) make a full and timely payment of premiums required by ERISA and
          perform and observe all such further and other requirements of ERISA
          such that no Default under ERISA shall occur or begin to exist and

          (c) comply with all Material requirements of all occupational health
          and safety laws;

     PROVIDED, that this subsection shall not apply to any of the foregoing

          (i) if and to the extent that the same shall be contested in good
          faith by timely and appropriate proceedings which are effective to
          stay enforcement thereof and against which appropriate reserves shall
          have been established or

          (ii) in any other case so long as no Default Under This Agreement
          would occur or begin to exist if the maximum liability of all such
          items (including, without limitation, those referred to in clause (i))
          were reflected in Borrower's balance sheet as a current liability.

     3C.07 PROPERTIES -- Borrower will maintain all fixed assets necessary to
     its continuing operations in good working order and condition, ordinary
     wear and tear excepted.

3D.  NEGATIVE COVENANTS -- Borrower agrees that so long as the Subject
Commitments remain in effect and thereafter until the Subject Indebtedness shall
have been paid in full, Borrower will observe, and will cause each Subsidiary to
observe, such of the following provisions as are on their respective parts to be
complied with, namely:

     3D.01 EQUITY TRANSACTIONS -- Borrower will not, witout the prior written
     consent of the Bank:

          (a) be a party to any merger or consolidation,

          (b) acquire all or substantially all of the assets and business of
          another corporation or other business enterprise, whether by purchase
          or otherwise,


                                      -11-
<PAGE>


          (c) lease as lessor, sell, sell-leaseback or otherwise transfer
          (whether in one transaction or a series of transactions) all or any
          substantial part of its fixed assets EXCEPT chattels that shall have
          become obsolete or no longer useful in its present business;

     PROVIDED, that if no Default Under This Agreement shall then exist and if
     none would thereupon begin to exist, this subsection shall not apply to any
     transaction referred to in clause (a) or (b) if (1) after giving effect
     thereto, the nature of Borrower's business shall not be materially
     different from that at the date of this Agreement and (2) there shall have
     been executed and delivered to Bank an assumption agreement (to be in form
     and substance satisfactory to Bank) by the surviving corporation (if not
     Borrower) in the case of any merger, by the resulting corporation in the
     case of any consolidation and by the transferee (if not Borrower) in any
     transfer of any kind of assets.

     3D.02 BORROWINGS -- Borrower will not create, assume or have outstanding at
     any time any indebtedness for borrowed money or any Funded Indebtedness of
     any kind; PROVIDED, that this subsection shall not apply to

          (i) the Subject Indebtedness or any other Debt owing to Bank,

          (ii) any Subordinated indebtedness,

          (iii) any existing or future indebtedness secured by a purchase money
          security interest permitted by subsection 3D.04 or incurred under a
          lease permitted by subsection 3D.04 or

          (iv) any existing indebtedness fully disclosed in Borrower's Most
          Recent 4A.04 Financial Statements or in the Supplemental Schedule or
          any renewal or extension thereof in whole or in part.

     3D.03 LIENS, LEASES -- Borrower will not

          (a) lease any property as lessee or acquire or hold any property
          subject to any land contract, inventory consignment or other title
          retention contract,

          (b) sell or otherwise transfer any Receivables, whether with or
          without recourse or

          (c) suffer or permit any property now owned or hereafter acquired by
          it to be or become encumbered by any mortgage, security interest, lien
          or financing statement;

     PROVIDED, that this subsection shall not apply to


                                      -12-
<PAGE>


          (i) any tax lien, or any lien securing workers' compensation or
          unemployment insurance obligations, or any mechanic's, carrier's or
          landlord's lien, or any lien arising under ERISA, or any security
          interest arising under article four (bank deposits and collections) or
          five (letters of credit) of the Uniform Commercial Code, or any
          similar security interest or other lien, EXCEPT that this clause (i)
          shall apply only to security interests and other liens arising by
          operation of law (whether statutory or common law) and in the ordinary
          course of business and shall not apply to any security interest or
          other lien that secures any indebtedness for borrowed money or any
          Guaranty thereof or any obligation that is in Material default in any
          manner (other than any default contested in good faith by timely and
          appropriate proceedings effective to stay enforcement of the security
          interest or other lien in question),

          (ii) zoning or deed restrictions, public utility easements, minor
          title irregularities and similar matters having no adverse effect as a
          practical matter on the ownership or use of any of the property in
          question,

          (iii) any lien securing or given in lieu of surety, stay, appeal or
          performance bonds, or securing performance of contracts or bids (other
          than contracts for the payment of money borrowed), or deposits
          required by law or governmental regulations or by any court order,
          decree, judgment or rule or as a condition to the transaction of
          business or the exercise of any right, privilege or license, EXCEPT
          that this clause (iii) shall not apply to any lien or deposit securing
          an obligation that is in Material default in any manner (other than
          any default contested in good faith by timely and appropriate
          proceedings effective to stay enforcement of the security interest or
          other lien in question),

          (iv) any mortgage, security interest or other lien securing only
          Borrower's Debt to Bank,

          (v) any mortgage, security interest or other lien (each, a "purchase
          money security interest") which is created or assumed in purchasing,
          constructing or improving any real property or equipment or to which
          any such property is subject when purchased, PROVIDED, that (A) the
          purchase money security interest shall be confined to the aforesaid
          property, (B) the indebtedness secured thereby does not exceed the
          total cost of the purchase, construction or improvement and (C) any
          such indebtedness, if repaid in whole or in part, cannot be
          reborrowed,

          (vi) any lease other than any capitalized lease (it being agreed that
          a capitalized lease is a lien rather than a lease for the purposes of
          this Agreement) so long as the aggregate annual rentals of all such
          leases do not exceed six hundred thousand dollars ($600,000),


                                      -13-
<PAGE>


          (vii) any mortgage, security interest or other lien which (together
          with the indebtedness secured thereby) is fully disclosed in
          Borrower's Most Recent 4A.04 Financial Statements or in the
          Supplemental Schedule or

          (viii) any financing statement perfecting a security interest that
          would be permissible under this subsection.

     3D.04 NEGATIVE PLEDGE - Borrower agrees not to pledge, sell, encumber,
     transfer or otherwise dispose of any assets owned by it other than in the
     ordinary course of business without the prior written consent of the Bank.

4A.  CLOSING -- Borrower has complied with each of the following:

     4A.01 SUBJECT NOTE -- Borrower shall have executed and delivered a Subject
     Note to Bank in accordance with subsection 2B.01.

     4A.02 RESOLUTIONS/INCUMBENCY -- Borrower's secretary or assistant secretary
     shall have certified to Bank (a) a copy of resolutions duly adopted by
     Borrower's board of directors in respect of this Agreement and (b) the
     names and true signatures of officers authorized to execute and deliver
     this Agreement and Related Writings on behalf of Borrower.

     4A.03 LEGAL OPINION -- Borrower's counsel shall have rendered to Bank their
     written opinion in respect of the matters referred to in subsections 4B.01,
     4B.02, 4B.03 and 4B.04 and in respect of the perfection of each mortgage,
     security interest or other lien referred to in this section 4A, which
     opinion shall be in such form and substance (and may be subject only to
     such qualifications and exceptions, if any) as shall be satisfactory to
     Bank.

4B.  WARRANTIES -- Subject only to such additions and exceptions, if any, as
may be set forth in the Supplemental Schedule or in Borrower's Most Recent
Financial Statements, Borrower represents and warrants as follows:

     4B.01 EXISTENCE -- Borrower is a duly organized and validly existing Ohio
     corporation in good standing. Borrower is duly qualified to transact
     business in each state or other jurisdiction in which it owns or leases any
     real property or in which the nature of the business conducted makes such
     qualification necessary or, if not so qualified, such failure to qualify
     will have no Material adverse effect upon Borrower's financial condition
     and its ability to transact business. Borrower has no Subsidiaries.

     4B.02 GOVERNMENTAL RESTRICTIONS -- No registration with or approval of any
     governmental agency of any kind is required on the part of Borrower for the
     due


                                      -14-
<PAGE>


     execution and delivery or for the enforceability of this Agreement or any
     Related Writing other than the filing or recording of documents with public
     officials, the noting of title certificates and similar acts and things
     related to the perfection of the mortgages, security interests and other
     liens referred to in section 4A.

     4B.03 CORPORATE AUTHORITY -- Borrower has requisite corporate power and
     authority to enter into this Agreement and to obtain and secure the Subject
     Loan in accordance with this Agreement. The officer executing and
     delivering this Agreement on behalf of Borrower has been duly authorized to
     do so and to execute and deliver a Subject Note and other Related Writings
     in accordance with section 4A. Neither the execution and delivery of this
     Agreement or any Related Writing by Borrower nor its performance and
     observance of the respective provisions thereof will violate any existing
     provision in its articles of incorporation, regulations or by-laws or any
     applicable law or violate or otherwise constitute a default under any
     contract or other obligation now existing and binding upon it. Upon the
     execution and delivery thereof, this Agreement and the aforesaid Related
     Writings will each become a valid and binding obligation enforceable
     against Borrower according to their respective tenors subject, however, to
     any applicable insolvency or bankruptcy law of general applicability and
     general principles of equity.

     4B.04 LITIGATION -- No litigation or proceeding is pending against Borrower
     before any court, administrative agency or arbitrator which might, if
     successful, have a Material adverse effect on Borrower.

     4B.05 TAXES -- Borrower has filed all federal, state and local tax returns
     which are required to be filed by it and paid all taxes due as shown
     thereon (EXCEPT to the extent, if any, permitted by subsection 3C.01). The
     Internal Revenue Service has not alleged any Material default by Borrower
     in the payment of any tax Material in amount or threatened to make any
     assessment in respect thereof which has not been reflected in Borrower's
     Most Recent 4A.04 Financial Statements.

     4B.06 TITLE -- Borrower has good and marketable title to all assets
     reflected in its Most Recent 4A.04 Financial Statements EXCEPT for changes
     resulting from transactions in the ordinary course of business. All such
     assets are clear of any mortgage, security interest or other lien of any
     kind other than any permitted by subsection 3D.04.

     4B.07 LAWFUL OPERATIONS -- Borrower's operations have at all relevant times
     been and continue to be in Material compliance with all requirements
     imposed by law, whether federal, state or local, whether statutory,
     regulatory or other, including (without limitation) ERISA, all
     Environmental Laws, and occupational safety and health laws and all zoning
     ordinances. Borrower has received no notice from any governmental agency,
     court or authority that it is a potentially responsible party for the
     clean-up of any environmental waste site, is in violation of any
     environmental permit or law or has been placed on any registry of solid or
     hazardous waste disposal site.


                                      -15-
<PAGE>


     4B.08 INSURANCE -- Borrower's insurance coverage complies with the
     standards set forth in subsection 3C.04 and those set forth in the Related
     Writings referred to in subsections 4A.05 and 4A.06.

     4B.09 FINANCIAL STATEMENTS -- Each of the financial statements referred to
     in subsection 4A.04 has been prepared in accordance with generally accepted
     accounting principles applied on a basis consistent with those used by
     Borrower during its then next preceding full fiscal year EXCEPT to the
     extent, if any, specifically noted therein and fairly presents in all
     Material respects (subject to routine year-end audit adjustments in the
     case of the unaudited financial statements) it's financial condition as of
     the date thereof (including a full disclosure of Material contingent
     liabilities, if any) and the results of its operations, if any, for the
     fiscal period then ending. There has been no Material adverse change in
     Borrower's financial condition, properties or business since the date of
     Borrower's Most Recent 4A.04 Financial Statements nor any change in its
     accounting procedures since the end of Borrower's latest full fiscal year
     covered by those statements.

     4B.10 DEFAULTS -- No Default Under This Agreement exists, nor will any
     exist immediately after the execution and delivery of this Agreement.

5A.  EVENTS OF DEFAULT -- Each of the following shall constitute an Event of
Default hereunder:

     5A.01 PAYMENTS -- If any principal included in the Subject Indebtedness
     shall not be paid in full promptly when the same becomes payable; or if any
     Subject Indebtedness (EXCEPT principal) or any of Borrower's other Debt to
     Bank (EXCEPT any payable on demand) shall not be paid in full promptly when
     the same becomes payable and shall remain unpaid for ten (10) consecutive
     days thereafter; or if such of Borrower's Debt, if any, to Bank, as may be
     payable on demand shall not be paid in full within ten (10) days after any
     actual demand for payment.

     5A.02 WARRANTIES -- If any representation, warranty or statement made in
     this Agreement or in any Related Writing referred to in section 4A shall be
     false or erroneous in any respect; or if any representation, warranty or
     statement hereafter made by or on behalf of Borrower in any Related Writing
     not referred to in section 4A shall be false or erroneous in any Material
     respect.

     5A.03 COVENANTS WITHOUT GRACE -- If Borrower shall fail or omit to perform
     or observe any provisions in subsections 3A.02.

     5A.04 COVENANTS WITH GRACE -- If anyone (other than Bank and its agents)
     shall fail or omit to perform and observe any agreement (other than those
     referred to in


                                      -16-
<PAGE>


     subsections 5A.01 or 5A.03) contained in this Agreement or any Related
     Writing that is on its part to be complied with, and that failure or
     omission shall not have been fully corrected within thirty (30) days after
     the giving of written notice to Borrower by Bank that it is to be remedied.

     5A.05 CROSS-DEFAULT -- If any of Borrower's indebtedness for borrowed money
     (regardless of maturity) or any of its Funded Indebtedness shall be or
     become "in default" (as defined below). In this subsection, IN DEFAULT
     means that (a) there shall have occurred (or shall exist) in respect of the
     indebtedness in question (either as in effect at the date of this Agreement
     or as in effect at the time in question) any event, condition or other
     thing which constitutes, or which with the giving of notice or the lapse of
     any applicable grace period or both would constitute, a default which
     accelerates (or permits any creditor or creditors or representative or
     creditors to accelerate) the maturity of any such indebtedness; or (b) any
     such indebtedness (other than any payable on demand) shall not have been
     paid in full at its stated maturity; or (c) any such indebtedness payable
     on demand shall not have been paid in full within ten (10) Banking Days
     after any actual demand for payment.

     5A.06 BORROWER'S SOLVENCY -- If (a) Borrower shall discontinue operations,
     or (b) Borrower shall commence any Insolvency Action of any kind or admit
     (by answer, default or otherwise) the Material allegations of, or consent
     to any relief requested in, any Insolvency Action of any kind commenced
     against Borrower by its creditors or any thereof, or (c) any creditor or
     creditors shall commence against Borrower any Insolvency Action of any kind
     which shall remain in effect (neither dismissed nor stayed) for thirty (30)
     consecutive days.

5B.  EFFECTS OF DEFAULT -- Notwithstanding any contrary provision or inference
in this Agreement or in any Related Writing:

     5B.01 OPTIONAL DEFAULTS -- If any Event of Default referred to in
     subsection 5A.01 through 5A.05, both inclusive, shall occur and be
     continuing, Bank shall have the right in its discretion, by giving written
     notice to Borrower,

          (a) to terminate the Subject Commitment (if not already expired or
          reduced to zero pursuant to section 2A or terminated pursuant to this
          section) and Bank shall have no obligation thereafter to grant any
          Subject Loan to Borrower, and

          (b) to accelerate the maturity of all of Borrower's Debt to Bank
          (other than Debt, if any, already due and payable), and all such Debt
          shall thereupon become and thereafter be immediately due and payable
          in full without any presentment or demand and without any further or
          other notice of any kind, all of which are hereby waived by Borrower.


                                      -17-
<PAGE>


     5B.02 AUTOMATIC DEFAULTS -- If any Event of Default referred to in
     subsection 5A.06 shall occur,

          (a) the Subject Commitment shall automatically and immediately
          terminate (if not already expired or reduced to zero pursuant to
          section 2A or terminated pursuant to this section) and Bank shall have
          no obligation thereafter to grant any Subject Loan to Borrower, and

          (b) all of Borrower's Debt to Bank (other than Debt, if any, already
          due and payable) shall thereupon become and thereafter be immediately
          due and payable in full, all without any presentment, demand or notice
          of any kind, which are hereby waived by Borrower.

     5B.03 OFFSETS -- If there shall occur or exist any Default Under This
     Agreement referred to in subsection 5A.07, then, so long as that Default
     Under This Agreement exists, Bank shall have the right at any time to set
     off against and to appropriate and apply toward the payment of the Subject
     Indebtedness then owing to it, whether or not the same shall then have
     matured, any and all deposit balances then owing by Bank to or for the
     credit or account of Borrower, all without notice to or demand upon
     Borrower, all such notices and demands being hereby expressly waived.

6A.  INDEMNITY: STAMP TAXES -- Borrower will pay all stamp taxes and similar
taxes, if any, including interest and penalties, if any, payable in respect of
the issuance of the Subject Indebtedness.

6B.   INDEMNITY: GOVERNMENTAL COSTS/FIXED-RATE LOANS -- If

          (a) there shall be introduced or changed any treaty, statute,
          regulation or other law, or there shall be made any change in the
          interpretation or administration thereof, or there shall be made any
          request from any central bank or other lawful governmental authority,
          the effect of any of which events shall be to (1) impose, modify or
          deem applicable any reserve or special deposit requirements against
          assets held by or deposits in or loans by any national banking
          association (whether or not applicable to Bank) or by Bank or (2)
          subject Bank to any tax, duty, fee, deduction or withholding or (3)
          change the basis of taxation of payments due to Bank from Borrower
          (otherwise than by a change in taxation of Bank's overall net income)
          or (4) impose on Bank any penalty in respect of any Fixed-Rate Loans
          and

          (b) in Bank's sole opinion any such event (1) increases (or, if the
          event were applicable to Bank, would increase) the cost of making,
          funding or maintaining any Fixed-Rate Loan or (2) reduces the amount
          of any payment to be made to Bank in respect of the principal or
          interest on any Fixed-Rate Loan or other payment under this Agreement,


                                      -18-
<PAGE>


then, upon Bank's demand, Borrower shall from time to time pay Bank an amount
equal to each such cost increase or reduced payment, as the case may be.

6C.  INDEMNITY: FUNDING COSTS -- Borrower agrees to indemnify Bank against any
loss relating in any way to its funding of any Fixed-Rate Loan paid before its
stated maturity (whether a prepayment or a payment following any acceleration of
maturity) and to pay Bank, as liquidated damages for any such loss, an amount
(discounted to the present value in accordance with standard financial practice
at a rate equal to the treasury yield) equal to interest computed on the
principal payment from the payment date to the respective stated maturities
thereof at a rate equal to the difference of the contract rate less the treasury
yield, all as determined by Bank in its reasonable discretion. TREASURY YIELD
means the annual yield on direct obligations of the United States having a
principal amount and maturity similar to that of the principal being paid.

6D.  CREDIT REQUESTS -- Whenever Borrower shall revoke any Credit Request for a
Fixed-Rate Loan, or shall for any other reason fail to borrow pursuant thereto
or otherwise comply therewith, or shall fail to honor any prepayment notice,
then, in each case on any bank's demand, Borrower shall pay each bank such
amount as will compensate it for any loss, cost or expense incurred by it by
reason of its liquidation or reemployment of deposits or other funds.

6E.  INDEMNITY: UNFRIENDLY TAKEOVERS -- Borrower agrees to indemnify Bank and
hold Bank harmless from and against any and all liabilities, losses, damages,
costs and expenses of any kind (including, without limitation, the reasonable
fees and disbursements of counsel in connection with any investigative,
administrative or judicial proceeding, whether or not Bank shall be designated a
party thereto) which may be incurred by Bank relating to or arising out of any
actual or proposed use of proceeds of the Subject Loans in connection with the
financing of an acquisition of any corporation or other business entity,
PROVIDED that Bank shall have no right to be indemnified hereunder for its own
gross negligence or willful misconduct as determined by a court of competent
jurisdiction.

6F.  INDEMNITY: CAPITAL REQUIREMENTS -- If

          (a) at any time any governmental authority shall require National City
          Corporation or Bank, whether or not the requirement has the force of
          law, to maintain, as support for the Subject Commitment, capital in a
          specified minimum amount that either is not required or is greater
          than that required at the date of this Agreement, whether the
          requirement is implemented pursuant to the "risk-based capital
          guidelines" (published at 12 CFR 3 in respect of "national banking
          associations", 12 CFR 208 in respect of "state member banks" and 12
          CFR 225 in respect of "bank holding companies") or otherwise, and

          (b) as a result thereof the rate of return on capital of National City
          Corporation or Bank or both (taking into account their then policies
          as to capital adequacy and assuming full utilization of their capital)
          shall be directly or indirectly reduced by reason of any new or added
          capital thereby allocable to the Subject Commitment,


                                      -19-
<PAGE>


then and in each such case Borrower shall, on Bank's demand, pay Bank as an
additional fee such amounts as will in Bank's reasonable opinion reimburse
National City Corporation and Bank for any such reduced rate of return.

6G.  INDEMNITY: COLLECTION COSTS -- If any Event of Default shall occur and
shall be continuing, Borrower will pay Bank such further amounts, to the extent
permitted by law, as shall cover Bank's costs and expenses (including, without
limitation, the reasonable fees, interdepartmental charges and disbursements of
its counsel) incurred in collecting the Subject Indebtedness or in otherwise
enforcing its rights and remedies in respect thereof.

6H.  CERTIFICATE FOR INDEMNIFICATION -- Each demand by Bank for payment
pursuant to section 6A, 6B, 6C, 6D, 6E, 6F or 6G shall be accompanied by a
certificate setting forth the reason for the payment, the amount to be paid, and
the computations and assumptions in determining the amount, which certificate
shall be presumed to be correct in the absence of manifest error. In determining
the amount of any such payment, Bank may use reasonable averaging and
attribution methods.

7.  BANK'S PURPOSE -- Bank represents and warrants to Borrower that Bank is
familiar with the Securities Act of 1933 as amended and the rules and
regulations thereunder and is not entering into this Agreement with any
intention of violating that Act or any rule or regulation thereunder, it being
understood, however, that Bank shall at all times retain full control of the
disposition of its assets.

8.  INTERPRETATION -- This Agreement and the Related Writings shall be governed
by the following provisions:

     8.01 WAIVERS -- Bank may from time to time in its discretion grant Borrower
     waivers and consents in respect of this Agreement or any Related Writing or
     assent to amendments thereof, but no such waiver or consent shall be
     binding upon Bank unless specifically granted by Bank in writing, which
     writing shall be strictly construed. Without limiting the generality of the
     foregoing, Borrower agrees that no course of dealing in respect of, nor any
     omission or delay in the exercise of, any right, power or privilege by Bank
     shall operate as a waiver thereof, nor shall any single or partial exercise
     thereof preclude any further or other exercise thereof or of any other, as
     each such right, power or privilege may be exercised either independently
     or concurrently with others and as often and in such order as Bank may deem
     expedient.

     8.02 CUMULATIVE PROVISIONS -- Each right, power or privilege specified or
     referred to in this Agreement or any Related Writing is in addition to and
     not in limitation of any other rights, powers and privileges that Bank may
     otherwise have or acquire by operation of law, by other contract or
     otherwise.


                                      -20-
<PAGE>


     8.03 BINDING EFFECT -- The provisions of this Agreement and the Related
     Writings shall bind and benefit Borrower and Bank and their respective
     successors and assigns, including each subsequent holder, if any, of the
     Subject Notes or any thereof; PROVIDED, that no person or entity other than
     Borrower may obtain Subject Loans; and PROVIDED, further, that neither any
     holder of any Subject Note or assignee of any Subject Loan, whether in
     whole or in part, shall thereby become obligated thereafter to grant
     Borrower any Subject Loan.

     8.04 SURVIVAL OF PROVISIONS -- All representations and warranties made in
     or pursuant to this Agreement or any Related Writing shall survive the
     execution and delivery of this Agreement and the Subject Notes. The
     provisions of sections 6A, 6B, 6C and 6D shall survive the payment of the
     Subject Indebtedness.

     8.05 IMMEDIATE U.S. FUNDS -- Any reference to money is a reference to
     lawful money of the United States of America which, if in the form of
     credits, shall be in immediately available funds.

     8.06 CAPTIONS -- The several captions to different sections and subsections
     of this Agreement are inserted for convenience only and shall be ignored in
     interpreting the provisions thereof.

     8.07 SUBSECTIONS -- Each reference to a section includes a reference to all
     subsections thereof (i.e., those having the same character or characters to
     the left of the decimal point) EXCEPT where the context clearly does not so
     permit.

     8.08 ILLEGALITY -- If any provision in this Agreement or any Related
     Writing shall for any reason be or become illegal, void or unenforceable,
     that illegality, voidness or unenforceability shall not affect any other
     provision.

     8.09 OHIO LAW -- This Agreement and the Related Writings and the respective
     rights and obligations of the parties hereto shall be construed in
     accordance with and governed by internal Ohio law.

     8.10 INTEREST/FEE COMPUTATIONS -- All interest and all fees for any given
     period shall accrue on the first day thereof but not on the last day
     thereof and in each case shall be computed on the basis of a 360-day year
     and the actual number of days elapsed. In no event shall interest accrue at
     a higher rate than the maximum rate, if any, permitted by law.

     8.11 NOTICE -- A notice to or request of Borrower shall be deemed to have
     been given or made under this Agreement or any Related Writing either upon
     the delivery of a writing to that effect (either in person or by
     transmission of a telecopy) to an officer of Borrower or five (5) days
     after a writing to that effect shall have been deposited in the



                                      -21-
<PAGE>


     United States mail and sent, with postage prepaid, by registered or
     certified mail, properly addressed to Borrower (Attention: chief financial
     officer). No other method of actually giving actual notice to or making a
     request of Borrower is hereby precluded. Every notice required to be given
     to Bank pursuant to this Agreement or any Related Writing shall be
     delivered (either in person or by transmission of a telecopy) to an Account
     Officer of Bank. A notice or request by mail is properly addressed to a
     party when addressed to it at the address set forth opposite its signature
     below or at such other address as that party may furnish to each of the
     others in writing for that purpose. A telecopy is transmitted to a party
     when transmitted to the telecopy number set forth opposite that party's
     signature below (or at such other telecopy number as that party may furnish
     to the other in writing for that purpose).

     8.12 ACCOUNTING TERMS -- Any accounting term used in this Agreement shall
     have the meaning ascribed thereto by GAAP subject, however, to such
     modification, if any, as may be provided by section 9 or elsewhere in this
     Agreement.

     8.13 ENTIRE AGREEMENT -- This Agreement and the Related Writings referred
     to in or otherwise contemplated by this Agreement set forth the entire
     agreement of the parties as to the transactions contemplated by this
     Agreement.

     8.14 SHARING OF INFORMATION -- Bank shall have the right to furnish to its
     Affiliates, and to such other persons or entities as Bank shall deem
     advisable for the conduct of its business, information concerning the
     business, financial condition, and property of Borrower, the amount of the
     Debt of Borrower, and the terms, conditions, and other provisions
     applicable to the respective parts thereof.

9.  DEFINITIONS -- As used in this Agreement and in the Related Writings,
EXCEPT where the context clearly requires otherwise,

     ACCOUNT OFFICER means that officer who at the time in question is
     designated by Bank as the officer having primary responsibility for giving
     consideration to Borrower's requests for credit or, in that officer's
     absence, that officer's immediate superior or any other officer who reports
     directly to that superior officer;

     ACCUMULATED FUNDING DEFICIENCY shall have the meaning ascribed thereto in
     section 302(a)(2) of ERISA;

     AFFILIATE means, when used with reference to any person or entity (the
     SUBJECT), a person or entity that is in control of, under the control of,
     or under common control with, the subject, the term CONTROL meaning the
     possession, directly or indirectly, of the power to direct the management
     or policies of a person or entity, whether through the ownership of voting
     securities, by contract, or otherwise;


                                      -22-
<PAGE>


     AGREEMENT means this Agreement and includes each amendment, if any, to this
     Agreement;

     BANK means National City Bank, a national banking association headquartered
     in Cleveland, Ohio;

     BANKING DAY means (a) in the case of a LIBOR Loan, a day on which banks in
     the London Interbank Market deal in United States dollar deposits and on
     which banking institutions are generally open for domestic and
     international business in Cleveland, Ohio and in New York City and (b) in
     any other case, any day other than a Saturday or a Sunday or a public
     holiday or other day on which banking institutions in Cleveland, Ohio, are
     generally closed and do not conduct a general banking business;

     BORROWER means Sifco Industries, Inc., an Ohio corporation;

     COMPANY refers to Borrower or to a Subsidiary of Borrower, as the case may
     be;

     COMPENSATION includes all considerations (including without limitation,
     deferred compensation and disbursements to trusts), whatever the form or
     kind, for services rendered;

     CONTRACT PERIOD is defined in subsection 2B.07;

     CREDIT REQUEST means a request made pursuant to subsection 2B.02;

     CURRENT ASSETS means the net book value of all such assets (after deducting
     applicable reserves, if any, and without consideration to any reappraisal
     or write-up of assets) as determined in accordance with GAAP;

     CURRENT LIABILITIES means all such liabilities as determined in accordance
     with GAAP and includes (without limitation) all accrued taxes and all
     principal of any Funded Indebtedness maturing within twelve months of the
     date of determination;

     DEBT means, collectively, all liabilities of the party or parties in
     question to Bank, whether owing by one such party alone or with one or more
     others in a joint, several, or joint and several capacity, whether now
     owing or hereafter arising, whether owing absolutely or contingently,
     whether created by loan, overdraft, Guaranty of payment or other contract
     or by quasi-contract or tort, statute or other operation of law or other,
     and whether participated to or from Bank in whole or in part; and in the
     case of Borrower includes, without limitation, the Subject Indebtedness;

     DEFAULT UNDER ERISA means (a) the occurrence or existence of a Material
     Accumulated Funding Deficiency in respect of any of the Companies'
     respective Pension Plans, (b)


                                      -23-
<PAGE>


     any failure by the Companies to make a full and timely payment of premiums
     required by ERISA for insurance against any employer's liability in respect
     of any such plan, (c) any Material breach of a fiduciary duty by any
     Company or trustee in respect of any such plan or (d) the existence of any
     action for the forceable termination of any such plan;

     DEFAULT UNDER THIS AGREEMENT means an event, condition or thing which
     constitutes (or which with the lapse of any applicable grace period or the
     giving of notice or both would constitute) an Event of Default referred to
     in section 5A and which has not been appropriately waived in writing in
     accordance with this Agreement or corrected to Bank's full satisfaction;

     ENVIRONMENTAL LAW means the Comprehensive Environmental Response,
     Compensation, and Liability Act (42 USC 9601 et seq.), the Hazardous
     Material Transportation Act (49 USC 1801 et seq.), the Resource
     Conservation and Recovery Act (42 USC 6901 et seq.), the Federal Water
     Pollution Control Act (33 USC 1251 et seq.), the Toxic Substances Control
     Act (15 USC 2601 et seq.) and the Occupational Safety and Health Act (29
     USC 651 et seq.), as such laws have been or hereafter may be amended, and
     any and all analogous future federal, or present or future state or local,
     statutes and the regulations promulgated pursuant thereto;

     ERISA means the Employee Retirement Income Security Act of 1974 (P.L.
     93-406) as amended from time to time and in the event of any amendment
     affecting any section thereof referred to in this Agreement, that reference
     shall be a reference to that section as amended, supplemented, replaced or
     otherwise modified;

     ERISA REGULATOR means any governmental agency (such as the Department of
     Labor, the Internal Revenue Service and the Pension Benefit Guaranty
     Corporation) having any regulatory authority over any of the Companies'
     Pension Plans;

     EVENT OF DEFAULT is defined in section 5A;

     EXPIRATION DATE means the date referred to as such in subsection 2A.02,
     EXCEPT that in the event of any extension pursuant to subsection 2A.05,
     EXPIRATION DATE shall mean the latest date to which the Subject Commitment
     shall have been so extended;

     FDIC ASSESSMENT RATE means the gross annual assessment rate (rounded
     upwards, if necessary, to the next higher 1/16 of 1%) actually incurred to
     the Federal Deposit Insurance Corporation (or any successor) by Bank for
     insurance on deposits in United States dollars at Bank's main office;

     FEDERAL FUNDS RATE means a fluctuating interest rate per annum, as in
     effect at the time in question, that is the rate determined by NCB to be
     the opening Federal Funds Rate per


                                      -24-
<PAGE>


     annum paid or payable by it on the day in question in its regional federal
     funds market for overnight borrowings from other banking institutions;

     FIXED-RATE LOAN means a Subject Loan that is not a Prime Rate Loan;

     FUNDED INDEBTEDNESS means indebtedness of the person or entity in question
     which matures or which (including each renewal or extension, if any, in
     whole or in part) remains unpaid for more than twelve months after the date
     originally incurred and includes, without limitation (a) any indebtedness
     (regardless of its maturity) if it is renewable or refundable in whole or
     in part solely at the option of that person or entity (in the absence of
     default) to a date more than one year after the date of determination, (b)
     any capitalized lease, (c) any Guaranty of Funded Indebtedness owing by
     another person or entity and (d) any Funded Indebtedness secured by a
     security interest, mortgage or other lien encumbering any property owned or
     being acquired by the person or entity in question even if the full faith
     and credit of that person or entity is not pledged to the payment thereof;
     PROVIDED, that in the case of any indebtedness payable in installments or
     evidenced by serial notes or calling for sinking fund payments, those
     payments maturing within twelve months after the date of determination
     shall be considered current indebtedness rather than Funded Indebtedness
     for the purposes of section 3B but shall be considered Funded Indebtedness
     for all other purposes;

     GAAP means generally accepted accounting principles applied in a manner
     consistent with those used in Borrower's latest fiscal year-end financial
     statements referred to in subsection 4A.04;

     INSOLVENCY ACTION means either (a) a pleading of any kind filed by the
     person, corporation or entity (an "insolvent") in question to seek relief
     from the insolvent's creditors, or filed by the insolvent's creditors or
     any thereof to seek relief of any kind against that insolvent, in any court
     or other tribunal pursuant to any law (whether federal, state or other)
     relating generally to the rights of creditors or the relief of debtors or
     both, or (b) any other action of any kind commenced by an insolvent or the
     insolvent's creditors or any thereof for the purpose of marshalling the
     insolvent's assets and liabilities for the benefit of the insolvent's
     creditors; and INSOLVENCY ACTION includes (without limitation) a petition
     commencing a case pursuant to any chapter of the federal bankruptcy code,
     any application for the appointment of a receiver, trustee, liquidator or
     custodian for the insolvent or any substantial part of the insolvent's
     assets, and any assignment by an insolvent for the general benefit of the
     insolvent's creditors;

     LIBO PRE-MARGIN RATE means the rate per annum (rounded upwards, if
     necessary, to the next higher 1/16 of 1%), as determined by Bank which
     equals the average rate per annum at which deposits in United States
     dollars are offered for deposits of the maturity and amount in question, at
     11:00 A.M. London time (or as soon thereafter as practicable) two


                                      -25-
<PAGE>


     Banking Days prior to the first day of the Contract Period in question, to
     Bank by prime banking institutions in any Eurodollar market reasonably
     selected by Bank;

     LIBOR LOAN means a Subject Loan having a Contract Period described in
     clause (b) of subsection 2B.07 and bearing interest in accordance with
     clause (b) of subsection 2B.11;

     MATERIAL means Material as determined by Bank in the reasonable exercise of
     its discretion;

     MOST RECENT 4A.04 FINANCIAL STATEMENTS means Borrower's most recent
     financial statements that are referred to in subsection 4A.04;

     NET INCOME means Net Income as determined in accordance with GAAP, after
     taxes and after extraordinary items, but without giving effect to any gain
     resulting from any reappraisal or write-up of any asset;

     NET WORTH means the excess (as determined on a consolidated basis and in
     accordance with GAAP) of the net book value (after deducting all applicable
     valuation reserves and without consideration to any reappraisal or write-up
     of assets) of the tangible assets (i.e., all assets other than intangibles
     such as patents, costs of businesses over net assets acquired, good will
     and treasury stock) of the corporation or corporations in question over
     their Total Liabilities;

     PENSION PLAN means a defined benefit plan (as defined in section 3(35) of
     ERISA) of the Companies or any thereof and includes, without limitation,
     any such plan that is a multi-employer plan (as defined in section 3(37) of
     ERISA) applicable to any of the Companies' employees;

     PRIME RATE means the fluctuating rate of interest which is publicly
     announced from time to time by Bank at its principal place of business as
     being its "prime rate" or "base rate" thereafter in effect, with each
     change in the Prime Rate automatically, immediately and without notice
     changing the fluctuating interest rate thereafter applicable hereunder, it
     being agreed that the Prime Rate is not necessarily the lowest rate of
     interest then available from Bank on fluctuating rate loans;

     RECEIVABLE means a claim for money due or to become due, whether classified
     as an account, instrument, chattel paper, general intangible, incorporeal
     hereditament or otherwise, and any proceeds of the foregoing;

     RELATED WRITING means any note, mortgage, security agreement, other lien
     instrument, financial statement, audit report, notice, legal opinion,
     Credit Request, officer's certificate or other writing of any kind which is
     delivered to the Bank and which is relevant in any


                                      -26-
<PAGE>


     manner to this Agreement or any Related Writing and includes, without
     limitation, the Subject Notes and the other writings referred to in
     sections 3A and 4A;

     REPORTABLE EVENT has the meaning ascribed thereto by ERISA;

     PRIME RATE LOAN means a Subject Loan maturing in the manner described in
     the first sentence of subsection 2B.08 and bearing interest in accordance
     with subsection 2B.11;

     SUBJECT COMMITMENT means Bank's commitment to extend credit to Borrower
     pursuant to sections 2A and 2B of this Agreement and upon the terms,
     subject to the conditions of this Agreement and in accordance with the
     other provisions of this Agreement;

     SUBJECT INDEBTEDNESS means, collectively, the principal of and interest on
     the Subject Loans and all fees and other liabilities, if any, incurred by
     Borrower to Bank pursuant to this Agreement or any Related Writing;

     SUBJECT LOAN means a loan obtained by Borrower pursuant to this Agreement;

     SUBJECT NOTE means a note executed and delivered by Borrower and being in
     the form and substance of Exhibit B with the blanks appropriately filled;

     SUBORDINATED, as applied to any liability of Borrower, means a liability
     which at the time in question is subordinated (by written instrument in
     form and substance satisfactory to Bank) in favor of the prior payment in
     full of Borrower's Debt to Bank;

     SUBSIDIARY means a corporation or other business entity if shares
     constituting a majority of its outstanding capital stock (or other form of
     ownership) or constituting a majority of the voting power in any election
     of directors (or shares constituting both majorities) are (or upon the
     exercise of any outstanding warrants, options or other rights would be)
     owned directly or indirectly at the time in question by the corporation in
     question or another SUBSIDIARY of that corporation or any combination of
     the foregoing;

     SUPPLEMENTAL SCHEDULE means the schedule incorporated into this Agreement
     as Exhibit A;

     TOTAL LIABILITIES means the aggregate (without duplication) of all
     liabilities of the corporation or corporations in question and includes,
     without limitation, (a) any indebtedness which is secured by any mortgage,
     security interest or other lien on any of their property even if the full
     faith and credit of none of them is pledged to the payment thereof, (b) any
     indebtedness for borrowed money or Funded Indebtedness of any kind if any
     such corporation or corporations is a Guarantor thereof and (c) any
     Subordinated indebtedness; PROVIDED, that there shall be excluded any
     liability under a


                                      -27-
<PAGE>


     reimbursement agreement relating to a letter of credit issued to finance
     the importation or exportation of goods;

     WHOLLY-OWNED, as applied to a Subsidiary, means that all of the outstanding
     shares of stock and all of the outstanding warrants, options and other
     rights to purchase stock, other than directors' qualifying shares, are held
     of record and beneficially owned by Borrower;

     the foregoing definitions shall be applicable to the respective plurals of
     the foregoing defined terms.

Address:                                SIFCO INDUSTRIES, INC.
 970 East 64th Street
 Cleveland, Ohio  44103
 Telecopy:                              By: /s/ Frank A. Cappello
                                           ------------------------------------
                                        Name:   Frank A. Cappello
                                        Title:  Vice President-Finance & CFO


Address:                                NATIONAL CITY BANK
 1900 East Ninth Street
 Attn: Corporate Banking Division
 Cleveland, Ohio 44114-3484             By: /s/ Terry Wolford
 Telecopy:  216/222-9396                   ------------------------------------
                                        Name:   Terry Wolford
                                        Title:   Vice President




                                      -28-
<PAGE>


                              SUPPLEMENTAL SCHEDULE



There is no item which Borrower must disclose in this Supplemental Schedule in
order to be in full compliance with subsections 3D.01, 3D.02, 3D.03 and 3D.04,
nor is there any addition or exception to the representations and warranties in
section 4B.





                                    EXHIBIT A



                                      -29-
<PAGE>



                                      NOTE


$10,000,000                    Cleveland, Ohio,             April 30, 2002


FOR VALUE RECEIVED, the undersigned, SIFCO INDUSTRIES, INC. (BORROWER), an Ohio
corporation, promises to pay to the order of NATIONAL CITY BANK, at the payee's
main office in Cleveland, Ohio, the principal sum of

                               TEN MILLION DOLLARS

(or, if less, the aggregate unpaid principal balance from time to time shown on
the reverse side), together with interest computed thereon in accordance with
the Credit Agreement referred to below, which principal and interest is payable
in accordance with the provisions in the Credit Agreement.

This note is issued pursuant to a certain Amended and Restated Credit Agreement
(the "Credit Agreement") made as of April 30, 2002 by and between the payee and
Borrower. The Credit Agreement contains definitions applicable to this note,
provisions governing the making of loans, the acceleration of the maturity
thereof, rights of prepayment and other provisions applicable to this note. Each
endorsement, if any, on the reverse side of this note (or any allonge thereto)
shall be prima facie evidence of the data so endorsed.

Borrower hereby authorizes any attorney at law at any time or times to appear in
any state or federal court of record in the United States of America after the
indebtedness represented by this note shall have become due, whether by lapse of
time or by acceleration of maturity, to waive the issuance and service of
process, to present this note (together with any endorsement or endorsements
thereon) to the court, to admit the maturity thereof and the nonpayment thereof
when due, to confess judgment against Borrower in favor of the holder of this
note for the full amount then appearing due, together with interest and costs of
suit, and thereupon to release all errors and waive all rights of appeal and
stay of execution. The foregoing warrant of attorney shall survive any judgment,
it being understood that should any judgment against Borrower be vacated for any
reason, the holder of this note may nevertheless utilize the foregoing warrant
of attorney in thereafter obtaining additional judgment or judgments against
Borrower.

Address:                                SIFCO INDUSTRIES, INC.
 970 East 64th Street
 Cleveland, Ohio  44103
                                        By:
                                           -------------------------------------
                                        Name:
                                        Title:


WARNING BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL.
IF YOU DO NOT PAY ON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR
PRIOR KNOWLEDGE AND THE POWERS OF A COURT CAN BE USED TO COLLECTFROM YOU
REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITOR WHETHER FOR RETURNED
GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANY
OTHER CAUSE.

                                    EXHIBIT B



                                      -30-
<PAGE>



                               EXTENSION AGREEMENT


This extension agreement made as of ___________________, 20___ by and between
Sifco Industries, Inc. (BORROWER) and National City Bank (BANK):

The parties have executed and delivered a certain amended and restated credit
agreement dated April 30, 2002 which provides for, among other things, a Subject
Commitment aggregating $10,000,000 and available to Borrower, upon certain terms
and conditions until March 31, 2004 (the EXPIRATION DATE now in effect) subject
to any earlier reduction or termination pursuant to the credit agreement.

In consideration of our mutual agreements and for other valuable considerations,
the parties agree that subsection 2A.02 of the credit agreement (captioned
"TERM") is hereby amended by deleting the date ______________, 20____ and by
substituting therefor the date "______________, 20____", which latter date shall
be the EXPIRATION DATE hereafter in effect.

In all other respects the credit agreement shall remain in full effect.


                                        SIFCO INDUSTRIES, INC.


                                        By
                                          --------------------------------------



                                        NATIONAL CITY BANK



                                        By
                                          --------------------------------------





                                    EXHIBIT C



                                      -31-