**Exhibit 4.20****AMENDMENT NO. 14 TO****AMENDED AND RESTATED CREDIT AGREEMENT**     This Amendment No. 14 to Amended and Restated Credit Agreement (this “***Amendment***”), dated as ofFebruary 10, 2006, is entered into by and between **SIFCO INDUSTRIES, INC.**(the “***Borrower***”) and**NATIONAL CITY BANK**(the “***Bank***”) for the purposes amending and supplementing the documents andinstruments referred to below.WITNESSETH:     WHEREAS, Borrower and Bank are parties to an Amended and Restated Credit Agreement made as ofApril 30, 2002, as amended from time to time (as amended, the “***Credit Agreement***” providing for**$6,000,000**of revolving credits; all terms used in the Credit Agreement being used herein with thesame meaning); and     WHEREAS, Borrower and Bank desire to further amend certain provisions of the Credit Agreementto, among other things, amend and/or waive certain financial covenants applicable thereto;     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreementscontained herein and for other good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, the parties agree as follows:**SECTION I —****Amendments to Credit Agreement**A. Subsection 2A.02 of the Credit Agreement is hereby amended to extend the Expiration Datefrom December 31, 2006 to March 31, 2007.B. Subsection 2B.16(i) of the Credit Agreement is hereby amended in its entirety to read asfollows:2B.16BORROWING BASE — (i) Borrower and Bank agree that the granting of SubjectLoans shall be subject to a Borrowing Base (defined below) pursuant to a borrowingbase report to be in form and substance satisfactory to Bank and submitted to Bank,together with a receivables and payables report, on a monthly basis by the 20th dayof each month from the date of this Amendment through the date on which the aggregateoutstanding principal amount of the Subject Loans equals or exceeds $3,750,000.00,after which such reports for the Forge division shall be submitted on a weekly basisby noon on Tuesday for the preceding week. Weekly reporting shall continueregardless of any subsequent decrease in the outstanding principal amount of theSubject Loans.No Subject Loan shall be made if, after giving effect thereto, the aggregate unpaidprincipal balance of the Subject Loans would exceed the lesser of (x) the amount ofthe Borrowing Base then in effect or (y) $6,000,000. Commencing May 1, 2006, noSubject Loan shall be made if, after given effect thereto, the aggregate unpaidprincipal balance of the Subject Loans would exceed the lesser of (x) the amount ofthe Borrowing Base then in effect minus $1,000,000 or (y) $6,000,000.C. Subsection 3B.01 of the Credit Agreement is hereby amended in its entirety to read asfollows:3B.01 TANGIBLE NET WORTH — Borrower shall not suffer or permit the Tangible NetWorth of the Reporting Group, as of the end of any month, to be less than therequired minimum amount. The required minimum amount shall be $19,500,000. Therequired minimum amount shall increase as of the last day of each fiscal year ofBorrower, commencing with fiscal year ending September 30, 2006, by an amount equalto **50%**of the consolidated Net Income of the Reporting Group for such fiscal year asmeasured by Borrower’s annual audited financial statements for such fiscal year. IfNet Income is less than $0 for any fiscal year, the required minimum amount shall notbe reduced as of the end of that fiscal year.D. Subsection 3B.03 is hereby added to the Credit Agreement:3B.03 EBITDA — Borrower shall not, at the end of each EBITDA Measurement Period,permit the aggregate of the Reporting Group’s Net Income for that period, plus theReporting Group’s interest expense for that period, plus the Reporting Group’sfederal, state, and local income tax expense, if any, for
 

 
that period, plus the Reporting Group’s depreciation and amortization charges forthat period, minus (plus) Ireland profit (loss) before taxes and Ireland depreciationexpense for that period, minus the Reporting Group’s foreign currency translationadjustment to fall below the following amounts for the EBITDA Measurement Periodsending on the following dates:     01/31/06 $150,000.00 02/28/06 $300,000.00 03/31/06 $600,000.00 04/30/06 $900,000.00 05/31/06 $1,200,000.00 06/30/06 $1,500,000.00 07/31/06 $1,800,000.00 08/31/06 $2,200,000.00 09/30/06 $2,500,000.00 10/31/06 $2,800,000.00 11/30/06 $3,100,000.00 12/31/06 and thereafter $3,400,000.00 Each “***EBITDA Measurement Period***” shall be a period of twelve (12) consecutive monthlyfiscal periods of Borrower ending on the last day of the twelfth such period; EXCEPTthat the EBITDA Measurement Periods ending in 2006 shall consist of the period fromJanuary 1, 2006 through and including that date. Commencing with the EBITDAMeasurement Period ending January 31, 2007, the EBITDA Measurement Period shall bethe previous twelve (12) months. Borrower shall provide Bank with its EBITDA figureon a monthly basis within fifteen (15) days of month end.**SECTION II —****Waiver**     Bank hereby waives all violations of the Tangible Net Worth covenant (contained in subsection3B.01 of the Credit Agreement) and the EBITDA covenant (contained in subsection 3B.03 of the CreditAgreement) which occurred prior to the date hereof. The execution, delivery and effectiveness ofthis Amendment and the specific waiver set forth herein shall not operate as a waiver of any otherright, power or remedy of Bank under the Credit Agreement or constitute a continuing waiver of anykind.**SECTIONIII**— **Representations and Warranties**     Borrower hereby represents and warrants to Bank, to the best of Borrower’s knowledge, that(A) none of the representations and warranties made in the Credit Agreement or any RelatedWriting, (collectively, the “Loan Documents”) has ceased to be true and complete in anymaterial respect as of the date hereof; and(B) as of the date hereof no “Default” has occurred that is continuing under the LoanDocuments.**SECTIONIV —****Acknowledgments Concerning Outstanding Loans**     Borrower acknowledges and agrees that, as of the date hereof, all of Borrower’s outstandingloan obligations to Bank are owed without any offset, deduction, defense, claim or counterclaim ofany nature whatsoever. Borrower authorizes Bank to share all credit and financial informationrelating to Borrower with each of Bank’s parent company and with any subsidiary or affiliatecompany of such Bank or of such Bank’s parent company.**SECTION V —****References**     On and after the effective date of this Amendment, each reference in the Credit Agreement to“this Agreement”, “hereunder”, “hereof”, or words of like import referring to the Credit Agreementshall mean and refer to the Credit Agreement as amended hereby. The Loan Documents, as amended bythis Amendment, are and shall continue to be in full force and effect and are hereby ratified andconfirmed in all respects. The execution, delivery and effectiveness of this Amendment shall notoperate as a waiver of any right, power or remedy of Bank under the Loan Documents or constitute awaiver of any provision of the Loan Documents except as specifically set forth herein.
 

 
**SECTION VI —****Counterparts and Governing Law**     This Amendment may be executed in any number of counterparts, each counterpart to be executedby one or more of the parties but, when taken together, all counterparts shall constitute oneagreement. This Amendment, and the respective rights and obligations of the parties hereto, shallbe construed in accordance with and governed by Ohio law.     IN WITNESS WHEREOF, Borrower and Bank have caused this Amendment to be executed by theirauthorized officers as of the date and year first above written.         **SIFCO INDUSTRIES, INC**. **NATIONAL CITY BANK**           By: /s/ Frank A. Cappello By: /s/ Christian S. Brown           Name: Frank A. Cappello Name: Christian S. Brown  Title: V.P. Finance and CFO Title: Vice President