AMENDMENT NO. 6
TO
AMENDED AND RESTATED CREDIT AGREEMENT  



        THIS
AMENDMENT NO. 6 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of December 29, 2004
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. 6
to Amended and Restated Credit Agreement (“Amendment No.           6”). This
Amendment No. 6 is a Loan Document.  







        2.       Amendments
to Credit Agreement.  




            (a)                 The
defined term “Revolving Note Maturity Date” in Section 1 of the
          Credit Agreement is amended by deleting the date “December 29, 2004”          and
replacing it with the date “December 28, 2005".  




            (b)                 Section
6.12 (Indebtedness to Capitalization Ratio) of the Credit Agreement is           deleted
in its entirety.  




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




	 	        6.13
Minimum Net Earnings. Permit the Borrower’s Net Earnings as of the end of any
fiscal quarter to be less than $1.00 (calculated for the four fiscal quarter period ending
on the date of determination). 







        3.       Level
of Revolving Loan Commitment; Modification of Percentages. The           parties
agree that as of the effective date of this Amendment No. 6:  




            (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. 6.  





X-3 









        4.       Closing
Conditions. This Amendment No. 6 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. 6 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. 6 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. 6.’ 




        7.       Governing
Law. This Amendment No. 6 shall be governed by the laws of the           State of
Wisconsin.  




[remainder of page
intentionally left blank]  



















X-4 










        8.       Full Force and Effect.
The Credit  Agreement,  as amended by this  Amendment  No. 6 remains in full force and effect.  






		LADISH CO., INC.
	
 	BY:  Wayne E. Larsen
		        Its:  Vice President Law/Finance & Secretary





	Revolving Loan	 	 
	Commitment	Percentage
	
$15,000,000.00	60%	U.S. BANK NATIONAL ASSOCIATION, as the Agent and a Lender
	
 		BY:  Jeffrey J. Janza
			        Its:  Vice President
	
 $10,000,000.00	40%	JPMORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, NA),
			as a Lender
	
 		BY:  James W. Engel
			        Its:  First Vice President


























X-5