Exhibit 10 (j) 



AMENDMENT NO. 8 TO
AMENDED AND RESTATED CREDIT AGREEMENT 



        THIS
AMENDMENT NO. 8 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 28, 2006,
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. 8
to Amended and Restated Credit Agreement (“Amendment No.           8”). This
Amendment No. 8 is a Loan Document.  




        2.    Amendments
to Credit Agreement.  




            (a)              Section
1 is amended by inserting the defined term “Closing Date” to           appear
in proper alphabetical order therein:  




	 	        “Closing
Date” means April 14, 2000.  







            (b)              The
defined term “Revolving Note Maturity Date” in section 1 of the
          Credit Agreement is amended by deleting the date “July 19, 2006”          therein
and inserting “April 27, 2007” in its place.  




            (c)              Section
6.7 is amended in its entirety to read as follows:  




	 	        6.7  Limitations on Acquisitions, Advances and Investments.               Acquire
stock issued by a corporation, all or substantially all of the assets of
               any Person, an ownership interest in any limited liability company or any
               partnership or joint venture interest or make any loan, advance or
extension of                credit to any Person except (a) the purchase of United
States government                bonds and obligations; (b) extensions of credit to
customers in the                ordinary course of business of the Company or any
Subsidiary; (c) the                purchase of bank certificates of deposit issued
by a bank having a long-term                certificate of deposit rating of A or better
from Standard & Poor’s                Rating Services (or an equivalent rating
from another national rating agency),                (d) commercial paper with a maturity
not exceeding 90 days;                (e) investments of the Company in any
Subsidiary in existence on the                Closing Date, and loans and advances to
wholly owned Subsidiaries of the Company                and advances by any Subsidiary to
the Company or to another wholly owned                Subsidiary; (f) deposits in
deposit accounts at banks; (g) investments                in bank repurchase
agreements; (h) loans and advances to employees and                agents in the
ordinary course of business for travel and entertainment expenses                and
similar items; (i) partnership and joint ventures entered into in the
               ordinary course of business; (j) nonhostile acquisitions of the
assets or                100% of the stock or other ownership interest of a Person,
provided that (A) no                Default or Event of Default exists at the time of
such acquisition, (B) the                Company provides the Agent with a proforma
financial covenant compliance                certificate and supporting proforma
financial statements evidencing that the                Company will comply with all
financial covenants herein immediately following                the closing of each such
acquisition and (C) the Borrower will not make such an                acquisition for
total consideration in excess of $15,000,000 without the prior                consent of
the Majority Lenders; (k) the purchase by the Company of its                stock to
the extent permitted under section 6.1; and (l) advances and similar
               payments to foreign Subsidiaries to the extent permitted under
               section 6.16.  








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            (d)              Section
6.16 is amended in its entirety to read as follows:  




	 	        6.16
Limit on Advances. Make advances or similar payments to foreign Subsidiaries of
the Company in an aggregate amount in excess of $15,000,000 during the period from July
20, 2005 to the Revolving Note Maturity Date (excluding the advance or payment of
approximately $12,000,000 to fund the acquisition of HSW Zaklad Kuznia Matrycowa Sp. z
o.o.).  







        3.    Level
of Commitments; Modification of Percentages. The parties agree that           as of
the effective date of this Amendment No. 8:  




            (a)              The
aggregate Revolving Loan Commitment shall remain $35,000,000;  




            (b)              The
Percentage and Revolving Loan Commitment of each Lender shall remain as set
          forth opposite its signature to this Amendment No. 8;  




            (c)              The
aggregate commitment for Term Loans shall remain $15,000,000; and  




            (d)              The
Percentage and Term Loan commitment of each Lender shall remain as set forth
          opposite its signature to this Amendment No. 8.  




        4.    Closing
Conditions. This Amendment No. 8 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 or to the resolutions of the Board of           Directors of the Company
related to the financing under the Agreement 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. 8 as the Agent shall reasonably request.  




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




            (a)              The
execution and delivery by the Company of this Amendment No. 8 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.    Release
of Guaranty. The Agent and the Lenders hereby release Stowe           Machine Co.,
Inc., a Nevada corporation, Pacific Cast Technologies, Inc., a           Nevada
corporation, and Metallum Corporation, a Nevada corporation, Subsidiaries           of
the Company, from that certain Guaranty dated as of July 20, 2005 in favor of
          the Agent for the benefit of the Lenders.  




        7.    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. 8.  




        8.    Governing
Law. This Amendment No. 8 shall be governed by the laws of the           State of
Wisconsin.  




[intentionally left
blank] 











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









			LADISH CO., INC.
	

 		BY:  Wayne E. Larsen
			        Its:  Vice President Law/Finance & Secretary
	
Revolving Loan
	Commitment	Percentage
	
$21,000,000.00	60%	U.S. BANK NATIONAL ASSOCIATION, as the Agent and a Lender
	

Term Loan		BY:  Jeffrey J. Janza
	Commitment		        Its:  Vice President
	$9,000,000.00	 	
	
Revolving Loan	Percentage	JPMORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, NA),
	Commitment		as a Lender
	 	40%	
	
$14,000,000.00		BY:  James W. Engel
			        Its:  Vice President
	Term Loan
	Commitment
	
$6,000,000.00 	 	




 







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