EX-4.21



 





Exhibit 4.21




AMENDMENT NO. 15 TO




AMENDED AND RESTATED CREDIT AGREEMENT




     This Amendment No. 15 to Amended and Restated Credit Agreement (this “Amendment”), dated as of
August 14, 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 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” providing for
$6,000,000 of revolving credits; all terms used in the Credit Agreement being used herein with the
same meaning); and



     WHEREAS, Borrower and Bank desire to further amend certain provisions of the Credit Agreement
to, among other things, amend and/or waive certain financial covenants applicable thereto;



     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.	 	Subsection 2A.02 of the Credit Agreement is hereby amended to extend the
Expiration Date from March 31, 2007 to October 1, 2007.
	 
	 	B.	 	Subsection 3B.01 of the Credit Agreement is hereby amended in its entirety to
read as follows:
	 
	 	 	 	3B.01 TANGIBLE NET WORTH — Borrower shall not suffer or permit the Tangible Net Worth
of the Reporting Group, as of the end of any month, to be less than the required minimum
amount. The required minimum amount shall be $21,500,000. The required minimum amount
shall increase as of the last day of each fiscal year of Borrower, commencing with
fiscal year ending September 30, 2007, by an amount equal to 50% of the consolidated Net
Income of the Reporting Group for such fiscal year as measured by Borrower’s annual
audited financial statements for such fiscal year. If Net Income is less than $0 for
any fiscal year, the required minimum amount shall not be reduced as of the end of that
fiscal year.





SECTION II — Waiver




     Bank hereby waives all violations of section 3B.01 of the Credit Agreement, captioned TANGIBLE
NET WORTH, which occurred prior to May 1, 2006. The execution, delivery and effectiveness of this
Amendment and the specific waiver set forth herein shall not operate as a waiver of any other
right, power or remedy of Bank under the Credit Agreement or constitute a continuing waiver of any
kind.



SECTION III — Representations and Warranties




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




	 	(A)	 	none of the representations and warranties made in the Credit Agreement 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
	 
	 	(B)	 	as of the date hereof no “Default” has occurred that is continuing under the
Loan Documents.





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SECTION IV — Acknowledgments Concerning Outstanding Loans




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



SECTION V — References




     On and after the effective date of this Amendment, each reference in the Credit Agreement 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 VI — Counterparts and Governing Law




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



     IN WITNESS WHEREOF, 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:/s/ Frank A. Cappello


	 	By:/s/ Christian Brown

	Name:Frank A. Cappello


	 	Name:Christian Brown

	Title:V.P. Finance and CFO


	 	Title:Vice President







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