**Exhibit 4.20****AMENDMENT NO. 19 TO****AMENDED AND RESTATED CREDIT AGREEMENT**     This Amendment No. 19 to Amended and Restated Credit Agreement (this “***Amendment***”), dated as ofFebruary 8, 2008, 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***”; all terms used inthe Credit Agreement being used herein with the same meaning); and     WHEREAS, Borrower and Bank desire to further amend certain provisions of the Credit Agreementto, among other things, increase the amount of the Subject Commitment to $8,000,000, extend theExpiration Date to July 1, 2009, amend the commitment fee, change pricing to Prime flat, andamend/waive certain financial covenants;     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.01 of the Credit Agreement is hereby amended to increase the maximum amountof the Subject Commitment from Six Million Dollars ($6,000,000) to Eight Million Dollars($8,000,000). Borrower will sign an Amended and Restated Note for the new amount, the formof which is attached hereto as Exhibit A.B. Section 2A.02 of the Credit Agreement is hereby amended to extend the Expiration Datefrom October 1, 2008 to July 1, 2009.C. Subsection 2A.04 (“COMMITMENT FEE”) of the Credit Agreement shall be amended to set thecommitment fee at thirty-five hundredths of one percent (.35%).D. Subsection 2B.10 (“INTEREST: PRIME RATE LOANS”) of the Credit Agreement shall beamended to set the pre-maturity rate at Prime flat.E. Subsections 3B.01 and 3B.03 are hereby amended in their entirety to read as follows:3B.01 TANGIBLE NET WORTH — Borrower shall not suffer or permit the Tangible Net Worthof the Reporting Group, as of the end of any quarter, to be less than the requiredminimum amount. The required minimum amount shall be $30,000,000.00. The requiredminimum amount shall increase as of the last day of each fiscal year of Borrower,commencing with fiscal year ending September 30, 2008, by an amount equal to **50%**of theconsolidated Net Income of the Reporting Group for such fiscal year as measured byBorrower’s annual audited financial statements for such fiscal year. If Net Income isless than $0 for any fiscal year, the required minimum amount shall not be reduced as ofthe end of that fiscal year.3B.03 EBITDA — Borrower shall not, at the end of each EBITDAMeasurement Period, permit the aggregate of the Reporting Group’s Net Incomefor that period, plus the Reporting Group’s interest expense for that period,plus the Reporting Group’s federal, state, and local income tax expense, ifany, for that period, plus the Reporting Group’s depreciation and amortizationcharges for that period, minus (plus) Ireland profit (loss) before taxes andIreland depreciation expense for that period, minus (plus) the ReportingGroup’s foreign currency translation adjustment to fall below Five MillionDollars ($5,000,000).Each “***EBITDA Measurement Period***” shall be a period of four (4) consecutive quarterlyfiscal periods of Borrower ending on the last day of the fourth such period. Borrowershall provide Bank with its EBITDA figure on a quarterly basis within forty-five (45)days of quarter end.F. Borrower shall pay Bank an amendment fee of $2,000 upon execution of this Amendment.
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**SECTION II —****Waiver**     Bank hereby waives all violations of the financial covenants set forth in section 3B of theCredit Agreement which occurred prior to the date of this Amendment. The execution, delivery andeffectiveness of this Amendment and the specific waiver set forth herein shall not operate as awaiver of any other right, power or remedy of Bank under the Credit Agreement or constitute acontinuing waiver of any kind.**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  
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**AMENDED AND RESTATED NOTE**$8,000,000                Cleveland, Ohio                February 8, 2008FOR VALUE RECEIVED, the undersigned, **SIFCO INDUSTRIES, INC.**(Borrower), an Ohiocorporation, promises to pay to the order of **NATIONAL CITY BANK**, at the payee’s main office inCleveland, Ohio, the principal sum of**EIGHT 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 “CreditAgreement”) made as of April 30, 2002 by and between the payee and Borrower. The Credit Agreementcontains definitions applicable to this note, provisions governing the making of loans, theacceleration of the maturity thereof, rights of prepayment and other provisions applicable to thisnote. Each endorsement, if any, on the reverse side of this note (or any allonge thereto) shall beprima facie evidence of the data so endorsed.This note is issued in substitution for that certain $10,000,000 Note dated April 30, 2002 (the“Old Note”). This Note is not intended as a novation of the obligations of Borrower under the OldNote but rather is merely a restatement of the obligations thereunder after giving effect to theCredit Agreement.Borrower hereby authorizes any attorney at law at any time or times to appear in any state orfederal court of record in the United States of America after the indebtedness represented by thisnote shall have become due, whether by lapse of time or by acceleration of maturity, to waive theissuance and service of process, to present this note (together with any endorsement orendorsements thereon) to the court, to admit the maturity thereof and the nonpayment thereof whendue, to confess judgment against Borrower in favor of the holder of this note for the full amountthen appearing due, together with interest and costs of suit, and thereupon to release all errorsand waive all rights of appeal and stay of execution. The foregoing warrant of attorney shallsurvive any judgment, it being understood that should any judgment against Borrower be vacated forany reason, the holder of this note may nevertheless utilize the foregoing warrant of attorney inthereafter obtaining additional judgment or judgments against Borrower.       Address: **SIFCO** **INDUSTRIES, INC.**      970 East 64th Street         Cleveland, Ohio 44103 By: /s/ Frank A. Cappello     Name: Frank A. Cappello     Title: V.P. Finance and CFO   **WARNING BY SIGNING THIS PAPER YOU GIVE UP YOUR RIGHT TO NOTICE AND COURT TRIAL. IF YOU DO NOT PAYON TIME A COURT JUDGMENT MAY BE TAKEN AGAINST YOU WITHOUT YOUR PRIOR KNOWLEDGE AND THE POWERS OF ACOURT CAN BE USED TO COLLECT FROM YOU REGARDLESS OF ANY CLAIMS YOU MAY HAVE AGAINST THE CREDITORWHETHER FOR RETURNED GOODS, FAULTY GOODS, FAILURE ON HIS PART TO COMPLY WITH THE AGREEMENT, OR ANYOTHER CAUSE.**EXHIBIT A
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