EX-4.21







Exhibit 4.21




AMENDMENT NO. 20 TO




AMENDED AND RESTATED CREDIT AGREEMENT




     This Amendment No. 20 to Amended and Restated Credit Agreement (this “Amendment”), dated as of
December 12, 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 and
instruments referred to below.



WITNESSETH:




     WHEREAS, Borrower and Bank are parties to an Amended and Restated Credit Agreement made as of
April 30, 2002, as amended from time to time (as amended, the “Credit Agreement”; all terms used in
the Credit Agreement being used herein with the same meaning); and



     WHEREAS, Borrower and Bank desire to further amend certain provisions of the Credit Agreement
to extend the Expiration Date of the Subject Commitment to October 1, 2010 and to change the LIBOR
Margin to 1.75%.



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



SECTION I — Amendments to Credit Agreement





	 	A.	 	Section 2A.02 of the Credit Agreement is hereby amended to extend the
Expiration Date of the Subject Commitment from July 1, 2009 to October 1, 2010.
	 
	 	B.	 	Subsection 2B.11 (“INTEREST: FIXED-RATE LOANS”) of the Credit Agreement shall
be amended to set the LIBOR Margin at one and three-quarters percent (1.75%).





SECTION II — Representations and Warranties




     Borrower hereby represents and warrants to Bank, to the best of Borrower’s knowledge, that (i)
none of the representations and warranties made in the Credit Agreement or any Related Writing
(collectively, the “Loan Documents”) has ceased to be true and complete in any material respect as
of the date hereof and (ii) as of the date hereof no “Default” has occurred that is continuing
under the Loan Documents.



SECTION III — Acknowledgments Concerning Outstanding Loans




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



SECTION IV — 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 Agreement
shall mean and refer to the Credit Agreement as amended hereby. The Loan Documents, as amended by
this Amendment, are and shall continue to be in full force and effect and are hereby ratified and
confirmed in all respects. The execution, delivery and effectiveness of this Amendment shall not
operate as a waiver of any right, power or remedy of Bank under the Loan Documents or constitute a
waiver of any provision of the Loan Documents except as specifically set forth herein.



SECTION V — Counterparts and Governing Law




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



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



	 	 	 	 	 	 	 	 	 	 	 
	SIFCO INDUSTRIES, INC.	 	 	 	NATIONAL CITY BANK	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By: 

Name:

	 	/s/ Frank A. Cappello
 

Frank A. Cappello
	 	 
	 	By:

Name:
	 	/s/ Matthew J. Gausman
 

Matthew J. Gausman
	 	 
	Title:

	 	V.P. Finance and CFO
	 	 	 	Title:
	 	Vice President	 	 






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