Exhibit 10(b) 




EXECUTION COPY 














LADISH CO., INC. 



FIRST AMENDMENT 



DATED AS OF MAY 15, 2006 



TO 



Note Purchase
Agreements dated as of July 20, 2001 









Re:    7.17% Senior Notes,
Series A, due July 20, 2008  
























TABLE OF CONTENTS 



(Not a part of this
First Amendment)  



	SECTION	HEADING	PAGE 
	
SECTION 1.	AMENDMENTS TO NOTE PURCHASE AGREEMENTS	1 
	
SECTION 2.	CONDITIONS PRECEDENT	7 
	
SECTION 3.	REPRESENTATIONS AND WARRANTIES	8 
	
SECTION 4.	MISCELLANEOUS	9 









			
	SCHEDULE I	—	Name of Holders and Principal Amount of Series A Notes
	
EXHIBIT A	—	Form of Opinion of Special Counsel for the Company
















-i- 











Dated as of
May 15,
2006 



To each of the holders
listed in
Schedule I to
this First Amendment 






Ladies and Gentlemen: 



        Reference
is made to the separate Note Purchase Agreements, each dated as of July 20, 2001 (the
“Note Purchase Agreements”), by and between Ladish Co., Inc., a Wisconsin
corporation (the “Company”), and each of the purchasers of the
$30,000,000 aggregate principal amount of 7.19% Senior Notes, Series A, due July 20, 2008
(the “Series A Notes”) of the Company issued pursuant thereto.
Capitalized terms used in this First Amendment (this “First Amendment”)
without definition shall have the meanings given such terms in the Note Purchase
Agreements. 



        For
good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the Company requests the amendment of certain provisions of the Notes and
the Note Purchase Agreements as hereinafter provided. 



        Upon
your acceptance hereof in the manner hereinafter provided and upon satisfaction of all
conditions to the effectiveness hereof and receipt by the Company of similar acceptances
from the Required Holders, this First Amendment shall be effective, but only in the
respects hereinafter set forth: 



	SECTION 1.	AMENDMENTS
TO NOTE PURCHASE AGREEMENTS. 






        Section 1.1.    Section 2
of the Note Purchase Agreements is hereby amended as of the date hereof by deleting the
reference to “(the “Other Agreements”)” appearing therein and
substituting the reference “(as amended, restated, supplemented or modified from time
to time, the “Other Agreements”)” therefor. 



        Section
1.2.    Section 8.1 of the Note Purchase Agreements is hereby amended and restated in
its entirety as of the date hereof as follows: 



	 	        “Section
8.1    Required Prepayments. On July 20, 2004 and on each July 20
thereafter to and including July 20, 2008 the Company will prepay $6,000,000
principal amount (or such lesser principal amount as shall then be outstanding) of the
Series A Notes at par and without payment of the Make-Whole Amount or any premium, provided
that upon anypartial prepayment of the Series A Notes pursuant to Section 8.2
or purchase of the Series A Notes permitted by Section 8.5 the principal amount of
each required prepayment of the Series A Notes becoming due under this Section 8.1
on and after the date of such prepayment or purchase shall be reduced in the same
proportion as the aggregate unpaid principal amount of the Series A Notes is reduced as a
result of such prepayment or purchase. The principal amount of the Series A Notes to be
prepaid pursuant to this Section 8.1 shall be allocated among all of the Series A Notes
at the time outstanding in proportion, as nearly as practicable, to the respective unpaid
principal amounts thereof not theretofore called for prepayment.” 















		
	Ladish Co., Inc.	First Amendment





        Section 1.3.    Section 8.2
of the Note Purchase Agreements is hereby amended and restated in its entirety as of the
date hereof as follows: 



	 	        “Section 8.2.    Optional
Prepayments with Make-Whole Amount. (a) The Company may, at its
               option, upon notice as provided below, prepay at any time all, or from
time to                time any part of, the Notes of any Series, in an amount not less
than 10% of the                aggregate principal amount of the Notes of such Series
then outstanding in the                case of a partial prepayment, at 100% of the
principal amount so prepaid, plus                the Make-Whole Amount determined for the
prepayment date with respect to such                principal amount. The Company will
give each holder of Notes of such Series                written notice of each optional
prepayment under this Section 8.2 not less                than 30 days and not more
than 60 days prior to the date fixed for such                prepayment. Each such notice
shall specify such date, the aggregate principal                amount of the Notes to be
prepaid on such date, the principal amount of each                Note held by such
holder to be prepaid (determined in accordance with                Section 8.3), and
the interest to be paid on the prepayment date with                respect to such
principal amount being prepaid, and shall be accompanied by a                certificate
of a Senior Financial Officer as to the estimated Make-Whole Amount                due in
connection with such prepayment (calculated as if the date of such notice
               were the date of the prepayment), setting forth the details of such
computation.                Two Business Days prior to such prepayment, the Company shall
deliver to each                holder of Notes of such Series a certificate of a Senior
Financial Officer                specifying the calculation of such Make-Whole Amount as
of the specified                prepayment date. Notwithstanding the foregoing, the
Company may not prepay any                Series of Notes pursuant to this Section 8.2 if
a Default or Event of Default                then exists or would exist after giving
effect to such prepayment unless               no other Notes (other than such
Series of Notes to be prepaid) are outstanding                at such time of prepayment
or there is a prepayment pro rata to the holders of                all Series of Notes at
the time outstanding upon the same terms and conditions.  







	 	        (b)                   In
the event of an offer by the Company to prepay the Notes pursuant to Section
               10.7(c)(y), such offer shall be given to each holder of Notes by written
notice                that shall be delivered not less than thirty (30) days and not more
than sixty                (60) days prior to the proposed prepayment date. Each such
notice shall state                that it is given pursuant to Section 10.7 and shall set
forth (i) the proposed                prepayment date (the “Proposed Prepayment
Date”), (ii) a                description of the circumstances which give
rise to the proposed prepayment and                (iii) a calculation of the
proposed prepayment for such holder’s                Notes, including the principal
amount together with accrued interest and the                applicable Make-Whole
Amount, if any (the “Proposed Prepayment”). Acceptance and
rejection of such offer of prepayment                shall be in accordance with Section
10.7(c)(y)(ii) and (iii). The Company shall                prepay on the Proposed
Prepayment Date the Proposed Prepayment of each of the                Notes held by the
holders who have accepted or are deemed to have accepted such                offer of
prepayment.” 







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	Ladish Co., Inc.	First Amendment






        Section 1.4    
Section 8.3 of the Note Purchase Agreements is hereby amended and restated in its
entirety as of the date hereof as follows: 



	 	        “Section
8.3    Allocation of Partial Prepayments. In the case of each partial prepayment
of the Notes of any Series pursuant to the provisions of Section 8.2(a), the principal
amount of the Notes of such Series to be prepaid shall be allocated among all of the
Notes of such Series at the time outstanding in proportion, as nearly as practicable, to
the respective unpaid principal amounts thereof not theretofore called for prepayment.” 







        Section 1.5.              Section 8.4
of the Note Purchase Agreements is hereby amended and restated           in its entirety
as of the date hereof as follows:  




	 	        “Section 8.4.    Maturity;
Surrender, Etc. In the case of each prepayment of Notes                pursuant to
this Section 8 or pursuant to the provisions of any Terms                Agreement
with respect to any Series of Notes issued thereunder, the principal
               amount of each Note to be prepaid in accordance herewith or therewith, as
the                case may be, shall mature and become due and payable on the date fixed
for such                prepayment, together with interest on such principal amount
accrued to such date                and the applicable Make-Whole Amount, if any. From
and after such date, unless                the Company shall fail to pay such principal
amount when so due and payable,                together with the interest and Make-Whole
Amount, if any, as aforesaid, interest                on such principal amount shall
cease to accrue. Any Note paid or prepaid in full                shall be surrendered to
the Company and cancelled and shall not be reissued, and                no Note shall be
issued in lieu of any prepaid principal amount of any                Note.” 







        Section 1.6.              Section 8.6
of the Note Purchase Agreements is hereby amended and restated           in its entirety
as of the date hereof as follows:  




	 	        “Section 8.6.    Make-Whole
Amount. The term “Make-Whole Amount” means, with                respect to
any Series A Note, an amount equal to the excess, if any, of the
               Discounted Value of the Remaining Scheduled Payments with respect to the
Called                Principal of such Series A Note over the amount of such Called
Principal, provided that the Make-Whole Amount may in no event be less than zero.
               For the purposes of determining the Make-Whole Amount, the following terms
have                the following meanings:  







	 	        “Called
Principal” means, with respect to any Series A Note, the principal of such
Series A Note that is to be prepaid pursuant to Section 8.2 or has become or is
declared to be immediately due and payable pursuant to Section 12.1, as the context
requires.  







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	Ladish Co., Inc.	First Amendment







	 	        “Discounted
Value” means, with respect to the Called Principal of any Series A Note, the
amount obtained by discounting all Remaining Scheduled Payments with respect to such
Called Principal from their respective scheduled due dates to the Settlement Date with
respect to such Called Principal, in accordance with accepted financial practice and at a
discount factor (applied on the same periodic basis as that on which interest on the
Notes is payable) equal to the Reinvestment Yield with respect-to such Called Principal.  







	 	        “Reinvestment
Yield” means, with respect to the Called Principal of any Series A Note, .50%
over the yield to maturity implied by (i) the yields reported, as of 10:00 A.M. (New
York City time) on the second Business Day preceding the Settlement Date with respect to
such Called Principal, on the display designated as “Page PX1" (or such other
display as may replace Page PX1) on Bloomberg Financial Markets (“Bloomberg”)
or, if Page PX1 (or its successor screen on Bloomberg) is unavailable, the Telerate
Access Service screen which corresponds most closely to Page PX1 for the most recently
issued actively traded U.S. Treasury securities having a maturity equal to the Remaining
Average Life of such Called Principal as of such Settlement Date, or (ii) if such
yields are not reported as of such time or the yields reported as of such time are not
ascertainable (including by way of interpolation), the Treasury Constant Maturity Series
Yields reported, for the latest day for which such yields have been so reported as of the
second Business Day preceding the Settlement Date with respect to such Called Principal,
in Federal Reserve Statistical Release H.15 (519) (or any comparable successor
publication) for U.S. Treasury securities having a constant maturity equal to the
Remaining Average Life of such Called Principal as of such Settlement Date. Such implied
yield will be determined, if necessary, by (a) converting U.S. Treasury bill
quotations to bond-equivalent yields in accordance with accepted financial practice and
(b) interpolating linearly between (1) the applicable U.S. Treasury security with
the maturity closest to and greater than such Remaining Average Life and (2) the
applicable U.S. Treasury security with the maturity closest to and less than the
Remaining Average Life. The Reinvestment Yield shall be rounded to the number of decimal
places as appears in the interest rate of the applicable Series A Note.  







	 	        “Remaining
Average Life” means, with respect to any Called Principal, the number of years
(calculated to the nearest one-twelfth year) obtained by dividing (i) such Called
Principal into (ii) the sum of the products obtained by multiplying (a) the
principal component of each Remaining Scheduled Payment with respect to such Called
Principal by (b) the number of years (calculated to the nearest one-twelfth year)
that will elapse between the Settlement Date with respect to such Called Principal and
the scheduled due date of such Remaining Scheduled Payment.  







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	Ladish Co., Inc.	First Amendment






	 	        “Remaining
Scheduled Payments” means, with respect to the Called Principal of any Series A
Note, all payments of such Called Principal and interest thereon that would be due after
the Settlement Date with respect to such Called Principal if no payment of such Called
Principal were made prior to its scheduled due date, provided  that if such
Settlement Date is not a date on which interest payments are due to be made under the
terms of the Series A Notes, then the amount of the next succeeding scheduled interest
payment will be reduced by the amount of interest accrued to such Settlement Date and
required to be paid on such Settlement Date pursuant to Section 8.2 or 12.1.  







	 	        “Settlement
Date” means, with respect to the Called Principal of any Series A Note, the date
on which such Called Principal is to be prepaid pursuant to Section 8.2 or has become or
is declared to be immediately due and payable pursuant to Section 12.1, as the
context requires.” 







        Section 1.7.              Section
10.3 of the Note Purchase Agreements is hereby amended as of the date           hereof by
deleting paragraph (j) appearing therein and substituting the           following
paragraph (j) therefor:  




	 	        “(j)                   other
Liens not otherwise permitted by paragraphs (a) through (i) securing
               Indebtedness of the Company or a Subsidiary, provided that on
the                date the Company or such Subsidiary becomes liable with respect to any
such                Indebtedness in respect of such Liens and immediately after giving
effect                thereto and the concurrent retirement of any other Indebtedness of
the Company                or any such Subsidiary, Priority Debt would not exceed 20% of
Consolidated                Adjusted Net Worth.” 







        Section 1.8.              Section
13.4 of the Note Purchase Agreements is hereby amended as of the date           hereof by
deleting the period at the end of the first sentence appearing in           clause (a)
thereof and inserting in its place the following proviso:  




	 	        “;
provided, further, that if the purchasers of such additional Series of
Notes have the benefit of any additional covenants or additional events of default
(including covenants and/or events of default which are similar in structure to existing
covenants and/or events of default and are more restrictive), then this Agreement shall
be deemed amended to include such additional covenants and such additional events of
default without further action on the part of the holders of the Notes outstanding under
this Agreement, provided, that any such additional covenants and additional events of
default shall inure to the benefit of all holders of Notes only so long as such
additional Series of Notes remain outstanding and such additional covenants and
additional events of default shall not impair or dilute the existing covenants or events
of default set forth herein.” 








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	Ladish Co., Inc.	First Amendment





        Section 1.9.              A
new definition of “Agreement” is hereby added as of the date hereof
          to Exhibit B to the Note Purchase Agreements as follows:  




	 	        “Agreement”means
this Note Purchase Agreement dated as of July 20, 2001, between the Company and you, as
amended, restated, supplemented or modified from time to time.  







        Section 1.10.              The
definition of “Consolidated Adjusted Net Worth” set forth on           Exhibit
B to the Note Purchase Agreements is hereby amended and restated in its
          entirety as of the date hereof as follows:  




	 	        “Consolidated
Adjusted Net Worth” means, as of the date of any determination thereof,
stockholders’ equity of the Company and its Subsidiaries determined on a
consolidated basis in accordance with GAAP plus (but only to the extent each of
the following would have otherwise reduced Consolidated Adjusted Net Worth) all amounts
which would be eliminated as a result of FASB 106 relating to post-retirement benefits,
LIFO reserve, and deferred income taxes on a consolidated balance sheet of the Company
and its Subsidiaries as of such time prepared in accordance with GAAP.  







        Section 1.11.              The
definition of “Consolidated Liabilities” set forth on Exhibit B to
          the Note Purchase Agreements is hereby deleted in its entirety as of the date
          hereof.  




        Section 1.12.              The
definition of “Funded Debt” set forth on Exhibit B to the Note
          Purchase Agreements is hereby amended and restated in its entirety as of the
          date hereof as follows:  




	 	        “Funded
Debt” means all Indebtedness which would, in accordance with GAAP, constitute
long-term debt, including: (a) any Indebtedness with a maturity of more than one
year after the creation of such Indebtedness, (b) any debt outstanding under a
revolving, credit or similar agreement providing for borrowings (and renewables and
extensions thereof) which pursuant to its terms would constitute long-term Indebtedness
in accordance with GAAP, (c) any Capital Lease Obligation and (d) any guarantee
with respect to Funded Debt of another person. Notwithstanding anything to the contrary
contained herein, any Indebtedness outstanding under a revolving credit or similar
agreement providing for borrowings which is paid down for a period of 30 consecutive days
during the 12-month period immediately preceding the date of determination (and not
merely refinanced with a short-term credit facility) will not be deemed to constitute
Funded Debt.  







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	Ladish Co., Inc.	First Amendment








        Section 1.13.              The
definition of “Make-Whole Amount” set forth on Exhibit B to the           Note
Purchase Agreements is hereby amended and restated in its entirety as of           the
date hereof as follows:  




	 	        “Make-Whole
Amount”is defined in Section 8.6 for the Series A Notes and, in connection
with each other Series of Notes, the make-whole, breakage or other amount provided for in
the respective Terms Agreement in respect of such other Series of Notes.  







        Section 1.14.              The
definition of “Priority Debt” set forth on Exhibit B to the Note
          Purchase Agreements is hereby amended and restated in its entirety as of the
          date hereof as follows:  




	 	        “Priority
Debt” means, without duplication, the sum of (a) all Indebtedness of the
Company or any Subsidiary secured by a Lien not otherwise permitted by clauses (a)
through (i) of Section 10.3 and (b) all other Indebtedness of Subsidiaries.  







        Section
1.15.     A new definition of “Terms Agreement” is hereby added in alphabetical
order to Exhibit B to the Note Purchase Agreement as of the date hereof as follows: 



	 	        “Terms
Agreement” means any terms agreement entered into supplementing this Agreement
as contemplated by Section 13.4(b).  







	SECTION 2. 	CONDITIONS
PRECEDENT. 






        This
First Amendment shall not become effective until, and shall become effective on, the
Business Day when each of the following conditions shall have been satisfied: 



	 	        (a)                   Each
holder shall have received this First Amendment, duly executed by the
               Company.  







	 	        (b)                   Each
holder of Series A Notes shall have consented to this First Amendment as
               evidenced by their execution thereof.  







	 	        (c)                   The
representations and warranties of the Company set forth in Section 3
               hereof shall be true and correct as of the date of the execution and
delivery of                this First Amendment.  







	 	        (d)                   Any
consents or approvals from any holder or holders of any outstanding security
               or indebtedness of the Company and any amendments of agreements pursuant
to                which any securities or indebtedness may have been issued which shall
be                necessary to permit the consummation of the transactions contemplated
hereby                shall have been obtained and all such consents or amendments shall
be reasonably                satisfactory in form and substance to the holders and their
special counsel.  








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	Ladish Co., Inc.	First Amendment







	 	        (e)                   All
corporate and other proceedings in connection with the transactions
               contemplated by this First Amendment and all documents and instruments
incident                to such transactions shall be satisfactory to you and your
special counsel, and                you and your special counsel shall have received all
such counterpart originals                or certified or other copies of such documents
as you or they may reasonably                request.  







	 	        (f)                   Each
holder shall have received such certificates of officers of the Company as
               it may reasonably request with respect to this First Amendment and the
               transactions contemplated hereby.  







	 	        (g)                   Each
holder shall have received opinions in form and substance satisfactory to
               them, dated the date of this First Amendment, from Foley & Lardner
LLP,                special counsel for the Company, covering the matters set forth in
Exhibit A,                and covering such other matters incident to the transactions
contemplated hereby                as the holders or their counsel may reasonably
request.  







	 	        (h)                   The
Company shall have paid the fees and disbursements of the holders’               special
counsel, Chapman and Cutler LLP, incurred in connection with the
               negotiation, preparation, execution and delivery of this First Amendment
and the                transactions contemplated hereby which fees and disbursements are
reflected in                the statement of such special counsel delivered to the
Company at the time of                the execution and delivery of this First Amendment.  







	SECTION 3.	 REPRESENTATIONS
AND WARRANTIES. 






        The
Company hereby represents and warrants that as of the date hereof and as of the date of
execution and delivery of this First Amendment: 



	 	        (a)                   The
Company is duly incorporated, validly existing and in active status under
               the laws of its jurisdiction of incorporation.  







	 	        (b)                   This
First Amendment, the Note Purchase Agreements, as amended hereby, and the
               transactions contemplated hereby are within the corporate power of the
Company,                have been duly authorized by all necessary corporate action on
the part of the                Company, and this First Amendment and the Note Purchase
Agreements, as amended                hereby, have been duly executed and delivered by
the Company and constitute                legal, valid and binding obligations of the
Company enforceable in accordance                with their respective terms.  







	 	        (c)                   Immediately
prior to and after giving effect to this First Amendment, there are                no
Defaults or Events of Default under the Note Purchase Agreements, as amended
               hereby.  







	 	        (d)                   The
execution, delivery and performance of this First Amendment and the Note
               Purchase Agreements, as amended hereby, by the Company does not and will
not                result in a violation of or default under (i) the articles of
incorporation                or bylaws of the Company, (ii) any agreement to which
the Company is a                party or by which it is bound or to which the Company or
any of its properties                is subject, (iii) any order, writ, injunction
or decree binding on the                Company, or (D) any statute, regulation,
rule or other law applicable to                the Company.  








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	Ladish Co., Inc.	First Amendment








	 	        (e)                   No
consent, approval or authorization of, or registration, filing or declaration
               with, any Governmental Authority is required in connection with the
execution,                delivery or performance by the Company of this First Amendment
and the Note                Purchase Agreements, as amended hereby.  








	 	        (f)                   The
Company has not paid or agreed to pay any fees or other consideration, or
               given any additional security or collateral, or shortened the maturity or
               average life of any indebtedness or permanently reduced any borrowing
capacity,                in each case, in connection with the obtaining of any consents
or approvals of                any Person in connection with the transactions
contemplated hereby.  







	 	        (g)                   Other
than this First Amendment, there are no other amendments, modifications,
               supplements or waivers to the Note Purchase Agreement or the Series A
Notes.  







	SECTION 4.	  MISCELLANEOUS. 






         Section 4.1.    
          Except as amended herein, all terms and provisions of the Note Purchase
          Agreements, the Series A Notes and related agreements and instruments are hereby
          ratified, confirmed and approved in all respects. 



         Section 4.2.    
          Each reference in the Note Purchase Agreements to “this Agreement,”
          “hereunder,” “hereof,” or words of similar import in
          instruments or documents provided for in the Note Purchase Agreements or
          delivered or to be delivered thereunder or in connection therewith, shall,
          except where the context otherwise requires, be deemed a reference to the Note
          Purchase Agreement, as amended hereby. 



         Section 4.3.    
          This First Amendment shall be governed by and construed in accordance with the
          internal laws of the State of Wisconsin. 



         Section 4.4.    
          This First Amendment and all covenants herein contained shall be binding upon
          and inure to the benefit of the respective successors and assigns of the parties
          hereunder. All representations, warranties and covenants made by the Company
          herein shall survive the closing and the delivery of this First Amendment. 



         Section 4.5.    
          This First Amendment may be executed in any number of counterparts, each of
          which shall be deemed to be an original and all of which, taken together, shall
          constitute but one and the same First Amendment. Delivery of an executed
          counterpart of this First Amendment by facsimile shall be as effective as
          delivery of a manually executed counterpart of this First Amendment. 



[Signature Page
Follows] 



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	Ladish Co., Inc.	First Amendment







        The
execution hereof by the holders shall constitute a contract among the Company and the
holders for the uses and purposes hereinabove set forth. 



		
		LADISH CO., INC.
		

By: /s/ Wayne E. Larsen
		       Name: Wayne E. Larsen
		       Title:   Vice President & Secretary















-10- 









		
	Ladish Co., Inc.	First Amendment






        This
foregoing First Amendment is hereby accepted and agreed to as of the date aforesaid. The
execution by each holder listed below shall constitute its respective several and not
joint confirmation that it is the owner and holder of the Notes set opposite its name on
Schedule I hereto. 



		
		MASSACHUSETTS MUTUAL LIFE INSURANCE
    COMPANY
		

By: Babson Capital Management LLC,
		       as Investment Adviser
		

By: /s/ Elisabeth A. Perenick
		           Name: Elisabeth A. Perenick
		           Title:   Managing Director
		

C.M. LIFE INSURANCE COMPANY
		
By: Babson Capital Management LLC,
		       as Investment Sub-Adviser
		

By: /s/ Elisabeth A. Perenick
		           Name: Elisabeth A. Perenick
		           Title:   Managing Director
		

MASSMUTUAL ASIA LIMITED
		
By: Babson Capital Management LLC,
		       as Investment Adviser
		

By: /s/ Elisabeth A. Perenick
		           Name: Elisabeth A. Perenick
		           Title:   Managing Director











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	Ladish Co., Inc.	First Amendment





		
		NATIONWIDE LIFE AND ANNUITY INSURANCE
    COMPANY
		

NATIONWIDE LIFE INSURANCE COMPANY
		

By: /s/ Joseph P. Young
		       Joseph P. Young
		       Authorized Signatory















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	Ladish Co., Inc.	First Amendment







		
		
THE CANADA LIFE ASSURANCE COMPANY
		

By: /s/ Eve Hampton
		Name: Eve Hampton
		Title: V.P., Investments, U.S. Operations
		

By: B. G. Masters
		Name: B. G. Masters
		Title: A.V.P., Investments, U.S. Operations
		

CANADA LIFE INSURANCE COMPANY OF
    AMERICA
		

By: /s/ Eve Hampton
		Name: Eve Hampton
		Title: V.P., Investments, CLICA
		

By: /s/ B. G. Masters
		Name: B. G. Masters
		Title: Ass't. V.P., Investments, CLICA
		

GREAT-WEST LIFE & ANNUITY INSURANCE
    COMPANY
		

By: /s/ Eve Hampton
		Name: Eve Hampton
		Title: Vice President, Investments
		

By: /s/ B. G. Masters
		Name: B. G. Masters
		Title: Ass't. Vice President, Investments











-13- 












	

	NAME OF HOLDER
	OUTSTANDING PRINCIPAL AMOUNT OF

SERIES A NOTES HELD AS OF

MAY 15, 2006

	Massachusetts Mutual Life Insurance Company	$7,950,000
	

	C. M. Life Insurance Company	$900,000
	

	MassMutual Asia Limited	$150,000
	

	Nationwide Life and Annuity Insurance Company	$1,800,000
	

	Nationwide Life Insurance Company	$4,200,000
	

	Canada Life Insurance Company of America	$600,000
	

	The Canada Life Assurance Company	$780,000
	

	Great-West Life & Annuity Insurance Company	$1,620,000
	

	TOTAL	$18,000,000
	

















SCHEDULE I
(to First
Amendment) 










DESCRIPTION OF OPINION
OF SPECIAL COUNSEL
TO THE COMPANY 



        The
opinion of Foley & Lardner LLP, special counsel for the Company, which is called for
by Section 2(g) of the First Amendment, shall be dated the date of the First
Amendment and addressed to the holders, shall be satisfactory in scope and form to the
holders and shall be to the effect that: 



		       1.                   The
Company is a corporation, validly existing and in active status under the
               laws of the State of Wisconsin, has the corporate power and the corporate
               authority to execute, deliver and perform the First Amendment.  







		       2.                   The
First Amendment has been duly authorized by all necessary corporate action
               on the part of the Company, has been duly executed and delivered by the
Company                and constitutes the legal, valid and binding contract of the
Company enforceable                in accordance with its terms, subject to bankruptcy,
insolvency, fraudulent                conveyance and similar laws affecting creditors’ rights
generally, and                general principles of equity (regardless of whether the
application of such                principles is considered in a proceeding in equity or
at law).  







		       3.                   The
execution, delivery and performance by the Company of the First Amendment
               does not conflict with or result in any breach of any of the provisions of
or                constitute a default under or result in the creation or imposition of
any Lien                upon any of the property of the Company pursuant to (a) the
provisions of the                Articles of Incorporation or Bylaws of the Company, (b)
any agreement or other                instrument known to us to which the Company is a
party or by which the Company                may be bound, (c) any Wisconsin or federal
law, statute or regulation or (d) any                order, judgment, decree or ruling
known to us of any court, arbitrator or                Governmental Authority applicable
to the Company.  







		       4.                   To
the best of our knowledge, there are no proceedings pending or threatened
               against or affecting the Company in any court or before any Governmental
               Authority which, if adversely determined, could reasonably be expected
               individually or in the aggregate to have a Material Adverse Effect on the
               Company’s ability to perform its obligations under the First
Amendment or                the validity or enforceability of the First Amendment.  







		       5.                   There
are no Wisconsin or United States Federal governmental or regulatory
               consents, approvals, authorizations, filings or registrations required by
the                Company in connection with the execution, delivery and performance of
the First                Amendment.  









EXHIBIT A
(to First
Amendment) 













        The
opinion of the Foley & Lardner LLP shall cover such other matters relating to the
First Amendment as the holders may reasonably request. With respect to matters of fact on
which such opinion is based, such counsel shall be entitled to rely on appropriate
certificates of public officials and officers of the Company. 

















A-2