Exhibit 10 (g) 



AMENDMENT NO. 5 TO

AMENDED AND RESTATED CREDIT AGREEMENT  



        THIS
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 30, 2003
amends and supplements the Amended and Restated Credit Agreement dated as of April 14,
2000, as amended to date (as so amended, the “Credit Agreement”) among Ladish
Co., Inc., a Wisconsin corporation (the “Company”), the financial institutions
party thereto (the “Lenders”) and U.S. Bank National Association (formerly
Firstar Bank, National Association), as agent for the Lenders (in such capacity, the
“Agent”). 



RECITAL 



        The
Company, the Lenders and the Agent desire to amend the Credit Agreement as provided below. 



AGREEMENTS 



        In
consideration of the promises and agreements contained in the Credit Agreement, as amended
hereby, the Company, the Lenders and the Agent agree as follows: 



        1.    Definitions
and References. Capitalized terms not defined herein have the           meanings
assigned in the Credit Agreement. Upon the satisfaction of the           conditions set
forth in section 4 below, all references to the Credit Agreement           contained in
the Loan Documents mean the Credit Agreement as amended by this           Amendment No. 5
to Amended and Restated Credit Agreement (“Amendment No.           5”). This
Amendment No. 5 is a Loan Document.  





        2.    Amendments to Credit           Agreement.  





                (a)              The
defined term “Applicable Margin” in Section 1. of the Credit
          Agreement is amended by deleting the current language and replacing it with the
          following:  




        “Applicable
Margin” shall mean (a) in the case of Revolving Loans comprised of Base Rate Loans,
minus 100 basis points (-1.0% per annum) and (b) in the case of Revolving Loans comprised
of LIBOR Rate Loans, plus 150 basis points (1.50%) per annum. 



                (b)              The
defined term “Effective Date” in Section 1 of the Credit Agreement           is
amended by deleting the date “December 31, 2002” and replacing it
          with the date “April 14, 2000".  





                (c)    
The defined term “Revolving           Note Maturity Date” in Section 1 of the
Credit Agreement is amended by           deleting the date “December 31, 2003” and
replacing it with the date           “December 29, 2004".  





                (d)    
Section 2.5 Commitment Fee of the           Credit Agreement is amended by (a)
deleting the definition of the commitment fee           as “.20% (20 basis points)” and
substituting therefore “.30% (30           basis points)” and (b) deleting
additional language therein regarding           quarterly adjustment of the commitment
fee.  





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Exhibit 10 (g) 



                (e)    
Section 6.7 Limitations on Acquisitions, Advances and
Investments of the Credit Agreement is amended by adding the following provision
after the word “Person” in subsection (j) in place of the existing provision
after the word “Person” in such subsection:  




	 	
“providing
that the Borrower will not make such an acquisition without the prior consent of the
Majority Lenders” 






                (f)              Section
6.13 of the Credit Agreement is amended in its entirety to read as           follows:  




	 	                6.13  
Maximum Cumulative Net Loss. The Borrower’s cumulative net loss for the most
recent four quarters shall not exceed $2,500,000.  







        3.    Level
of Revolving Loan Commitment; Modification of Percentages. The           parties
agree that as of the effective date of this Amendment No. 5 (a) The           aggregate
Revolving Loan Commitment shall remain $25,000,000; and (b) The           Percentage and
Revolving Loan Commitment of each Lender shall remain as set           forth opposite its
signature to this Amendment No. 5.  




        4.    Closing
Conditions. This Amendment No. 5 shall become effective upon its           execution
and delivery by the parties hereto and receipt by the Agent of:  





                (a)    
Secretary’s Certificate. A certificate of the Secretary of the
          Company to the effect that there have been no amendments to the Articles of
          Incorporation or By-Laws of the Company since the most recent date on which
          copies thereof were furnished to the Agent.  





                (b)    Other
Documents. Such other documents relating to the transactions           contemplated
by this Amendment No. 5 as the Agent shall reasonably request.  







        5.    Representations
and Warranties. The Company represents and warrants that: 






                (a)    
The execution and delivery by the Company of this Amendment No. 5 and the
          performance by the Company under the Credit Agreement, as amended hereby, (i)
          are within its corporate power, (ii) have been duly authorized by all necessary
          corporate action on the part of the Company, (iii) do not violate any provision
          of the Articles of Incorporation or By-Laws of the Company, (iv) do not violate
          any provision of or constitute a default under any existing law, rule or
          regulation of any governmental authority or agency, any order or decision of
any           court binding upon the Company or the terms of any agreement, restriction
or           undertaking to which the Company is a party or by which it is bound or (v)
          require the approval or consent of the shareholders of the Company, any
          governmental body or authority or any other person or entity other than those
          which have been obtained and are in full force and effect; and  




        (b)    the
          representation and warranties contained in the Loan Documents are true and
          correct in all material respects as of the date hereof and no Default or Event
          of Default exists as of the date hereof.  






        6.    
Costs and Expenses. The           Company agrees to pay, on demand, all costs and
expenses (including reasonable           attorneys’ fees and disbursements) paid or
incurred by the Agent in           connection with the negotiation, execution and
delivery of this Amendment No. 5.  





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Exhibit 10 (g) 





        Governing
Law. This Amendment No. 5 shall be governed by the laws of the State of Wisconsin. 8.
Full Force and Effect. The Credit Agreement, as amended by this Amendment No. 5
remains in full force and effect. 



			LADISH CO., INC.
	

 		BY:  /s/ Wayne E. Larsen
			    Its:  Vice President
	
Revolving Loan
	Commitment	Percentage
	
$15,000,000.00	60%	U.S. BANK NATIONAL ASSOCIATION, as the Agent and a Lender
	

 		BY:  /s/ Jeffrey J. Janza
			    Its:  Vice President
	

$10,000,000.00	40	BANK ONE, NA, as a Lender
	
 		BY:  /s/ James W. Engel
			    Its:  First Vice President























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