Exhibit 10(a) 




EXECUTION COPY 















LADISH CO., INC. 





SERIES B TERMS
AGREEMENT TO NOTE PURCHASE AGREEMENTS 




Dated as of May 16, 2006 










			
		Re:	$40,000,000 6.14% Senior Notes, Series B,        
                      
			Due May 16, 2016        
                      
































TABLE OF CONTENTS 



(Not a part of this
Series B Terms Agreement) 




	SECTION	HEADING        	PAGE 
	
1.	AUTHORIZATION OF SERIES B NOTE	1 
	
2.	SALE AND PURCHASE OF SERIES B NOTES	1 
	
3.	CLOSING	2 
	
4.	USE OF PROCEEDS	2 
	
5.	REPAYMENT PROVISIONS GENERALLY	2 
	
6.	INCORPORATION OF AGREEMENT	2 
	
7.	CONDITIONS TO CLOSING	2 
	
8.	REPRESENTATIONS AND WARRANTIES OF THE COMPANY	3 
	
9.	REQUIRED PREPAYMENTS	3 
	
10.  	MAKE-WHOLE AMOUNT FOR THE SERIES B NOTES	3 
	
11. 	REPRESENTATIONS AND WARRANTIES OF THE SERIES B PURCHASERS	5 
	
12.  	GOVERNING LAW	5 









SCHEDULE A  —  Series B Purchaser
Information  



EXHIBIT 1        —   Form of 6.14% Senior
Note, Series B, due May 16, 2016 



EXHIBIT A       —   Supplemental
Representations and Warranties 



	 	
-
SCHEDULE 5.4    —     Subsidiaries, Affiliates, Directors and Officers 






	 	
-
SCHEDULE 5.5    —     Financial Statements 






	 	
-
SCHEDULE 5.15  —    Indebtedness 






EXHIBIT B-1  —     Conformed copy of
Note Purchase Agreements dated as of July 20, 2001 



EXHIBIT B-2  —     Conformed copy of
First Amendment dated as of May 15, 2006, to Note Purchase Agreements 














SERIES B TERMS
AGREEMENT 



        THIS
Series B Terms Agreement made and entered into as of this 16th day of May, 2006 (this
“Series B Terms Agreement”), by and between LADISH CO., INC., a Wisconsin
corporation (the “Company”), and each of the Purchasers named in
Schedule A hereto (the “Series B Purchasers”), respectively; 



        WHEREAS,
the Company and the respective purchasers listed on Schedule A thereto have entered
into the separate and several Note Purchase Agreements, each dated as of July 20, 2001, as
amended by a First Amendment thereto dated as of May 15, 2006 (as so amended, the
“Original Agreement”), conformed copies of each of which are attached
hereto as Exhibits B-1 and B-2, respectively (and as such Original Agreement is further
amended or supplemented from time to time, the “Agreement”); and 



        WHEREAS,
the Company desires to issue and sell, and the Series B Purchasers desire to purchase, an
additional series of unsecured promissory notes (Series B) in accordance with the terms
specified below; 



        NOW,
THEREFORE, subject to compliance with all of the closing conditions of Section 4 of the
Agreement, the parties signatory hereto agrees as follows: 



         1.       
          Authorization of Series B Notes. The Company will authorize the issuance
          and sale of $40,000,000 aggregate principal amount of its 6.14% Senior Notes,
          Series B, due May 16, 2016 (the “Series B Notes”), to be dated
          the date of issue, to bear interest from such date at the rate of 6.14% per
          annum, payable semi-annually, on the 16th day of each May and November in each
          year (commencing November 16, 2006) and at maturity and to bear interest on
          overdue principal (including any overdue prepayment of principal) and premium,
          if any, and (to the extent legally enforceable) on any overdue installment of
          interest at the rate per annum from time to time equal to the greater of
          (i) 8.14% or (ii) 2% over the rate of interest publicly announced by
          U.S. Bank National Association from time to time in Milwaukee, Wisconsin as its
          “base” or “prime” rate. The Series B Notes will mature on
          May 16, 2016 and will be substantially in the form of Exhibit 1 attached to this
          Series B Terms Agreement. The term “Series B Note” as used herein
          shall include any and all of the 6.14% Series B Notes delivered pursuant to
          this Series B Terms Agreement and any Series B Notes issued in substitution
          therefor pursuant to Section 13 of the Agreement. 



         2.       
          Sale and Purchase of Series B Notes. The Company will issue and sell to
          the Series B Purchasers, and the Series B Purchasers will purchase from the
          Company on the Closing Date (as hereinafter defined), the Series B Notes of the
          Company in the aggregate principal amount set forth opposite their respective
          names on Schedule A attached hereto as a price of 100% of the principal amount
          thereof. 












		
	Ladish Co., Inc.	Series B Terms Agreement
		to Note Purchase Agreements






         3.       
          Closing. Delivery of the Series B Notes will be made at the offices of
          Chapman and Cutler LLP, 111 West Monroe Street, Chicago, Illinois 60603 against
          payment therefor in Federal or other funds current and immediately available for
          credit to the Company’s account at JPMorgan Chase Bank, N.A., 111 East
          Wisconsin Avenue, Milwaukee, Wisconsin, Acct. No. 020717166 (ABA routing number
          021000021), in the amount of the purchase price determined in accordance with
          Section 2 above not later than 10:00 A.M. Chicago time, on May 16, 2006 or such
          earlier or later date (but in any event not later than May 18, 2006) as the
          Company and the Series B Purchasers shall mutually agree upon (the
          “Closing Date”). If on the Closing Date the Company shall fail
          to tender such Series B Notes to any Series B Purchaser as provided above
          in this Section 3, or any of the conditions specified in Section 7
          hereof shall not have been fulfilled to any Series B Purchaser’s
          satisfaction, such Series B Purchaser shall, at such Series B Purchaser’s
          election, be relieved of all further obligations under this Series B Terms
          Agreement, without thereby waiving any rights such Series B Purchaser may have
          by reason of such failure or such nonfulfillment. 



         4.       
          Use of Proceeds. The proceeds from the sale of the Series B Notes will be
          used to refinance existing bank indebtedness and for general corporate purposes. 



         5.       
          Repayment Provisions Generally. Unless otherwise specified herein to the
          contrary, the Company shall repay the Series B Notes in accordance with the
          repayment provisions of the Agreement and shall be subject to the mandatory and
          optional repayment provisions of the Agreement. 



         6.       
          Incorporation of Agreement. This Series B Terms Agreement hereby
          incorporates by reference all other provisions of the Agreement, except to the
          extent in conflict with any of the provisions of this Series B Terms Agreement,
          as though all of such provisions were set forth herein. Each Series B Purchaser,
          severally, and the Company agree that such Series B Purchaser shall have a
          separate Agreement with the Company in the form attached hereto as Exhibit B, as
          supplemented by the terms and provisions of this Series B Terms Agreement,
          including all schedules and exhibits hereto. All capitalized terms used herein
          and not defined herein shall have the meaning assigned to them in the Agreement. 



         7.       
          Conditions to Closing. Each Series B Purchaser’s obligation to
          purchase and pay for the Series B Notes to be sold to it on the Closing Date is
          subject to the fulfillment to its satisfaction, prior to or on the Closing Date,
          of the conditions set forth in Section 4 of the Agreement, (A) except that all
          references to “Purchaser” therein shall be deemed to refer to the
          Series B Purchasers hereunder, all references to “this Agreement”
          shall be deemed to refer to the Agreement as supplemented by this Series B Terms
          Agreement, all references to “Notes” or “Series A Notes”
          therein shall be deemed to refer to the Series B Notes and all references to the
          “Memorandum” therein shall be deemed to refer to the Memorandum as
          defined in Exhibit A hereto, and (B) except that the representations and
          warranties set forth in Section 5 of the Agreement shall be modified as
          provided in Section 8 hereof, and to the following additional conditions: 




- 2 - 








		
	Ladish Co., Inc.	Series B Terms Agreement
		to Note Purchase Agreements








		    (a)                    the
First Amendment dated as of May 15, 2006, referred to in the first recital
               of this Terms Agreement shall have been executed by the Company and the
holders                of the Series A Notes and shall be in full force and effect, and
the terms                thereof shall be satisfactory to the Series B Purchasers.  







		    (b)                     Any
guaranty by a Subsidiary or any other Affiliate of the Company with respect
               to the Company’s obligations under its Amended and Restated Credit
               Agreement among the Company, U.S. Bank National Association (formerly
known as                Firstar Bank, National Association), as agent, and the lender
parties thereto,                dated as of April 14, 2000, as amended, shall have been
released and no longer                in force or effect, and satisfactory evidence
thereof shall have been provided                to the Series B Purchasers.  







         8.       
          Representations and Warranties of the Company. With respect to each of
          the representations and warranties contained in Section 5 of the Agreement,
          the Company represents and warrants to the Series B Purchasers that, as of the
          date hereof, such representations and warranties are true and correct
          (A) except that all references to “Purchaser” therein shall be
          deemed to refer to the Series B Purchasers hereunder, all references to
          “this Agreement” shall be deemed to refer to the Agreement as
          supplemented by this Series B Terms Agreement, and all references to
          “Notes” or “Series A Notes” therein shall be deemed to refer
          to the Series B Notes, and (B) except for changes to such representations
          and warranties or the Schedules referred to therein, which changes are set forth
          in the attached Exhibit A. 



         9.       
          Required Prepayments. On May 16, 2010 and on each May 16 thereafter to
          and including May 16, 2015 the Company will prepay $5,714,286 principal amount
          (or such lesser principal amount as shall then be outstanding) of the Series B
          Notes at par and without payment of the Make-Whole Amount or any premium,
          provided that upon any partial prepayment of the Series B Notes pursuant
          to Section 8.2 of the Agreement or purchase of the Series B Notes permitted
          by Section 8.5 of the Agreement, the principal amount of each required
          prepayment of the Series B Notes becoming due under this Section 9 of this
          Series B Terms Agreement 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 B Notes is reduced as a result of such prepayment or purchase. The
          principal amount of the Series B Notes to be prepaid pursuant to this Section 9
          shall be allocated among all of the Series B Notes at the time outstanding in
          proportion, as nearly as practicable, to the respective unpaid principal amounts
          thereof not theretofore called for prepayment. 



         10.       
          Make-Whole Amount for the Series B Notes. As used in this Series B Terms
          Agreement and the Agreement with respect to any Series B Note, the term
          “Make-Whole Amount” means, solely with respect to such Series B
          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
          B 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 for any Series B Note, the following terms
          have the following meanings: 




- 3 - 









		
	Ladish Co., Inc.	Series B Terms Agreement
		to Note Purchase Agreements








	 	        “Called
Principal” means, with respect to any Series B Note, the principal of such
Series B Note that is to be prepaid pursuant to Section 9(c) of this Series B Terms
Agreement or has become or is declared to be immediately due and payable pursuant to
Section 12.1 of the Agreement, as the context requires.  







	 	        “Discounted
Value” means, with respect to the Called Principal of any Series B 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
Series B 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 B 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 the 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 B 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.  







- 4 - 












		
	Ladish Co., Inc.	Series B Terms Agreement
		to Note Purchase Agreements






	 	        “Remaining
Scheduled Payments” means, with respect to the Called Principal of any Series B
Note, all payments of such Called Principal of such Series 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 B Notes of such Series, 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 9(c)
of this Series B Terms Agreement or Section 12.1 of the Agreement.  







	 	        “Settlement
Date” means, with respect to the Called Principal of any Series B Note, the date
on which such Called Principal is to be prepaid pursuant to Section 9(c) of this
Series B Terms Agreement or has become or is declared to be immediately due and payable
pursuant to Section 12.1 of the Agreement, as the context requires.  







         11.       
          Representations and Warranties of the Series B Purchasers. Each Series B
          Purchaser represents and warrants that the representations and warranties set
          forth in Section 6 of the Agreement are true and correct on the date hereof
          with respect to the purchase of the Series B Notes by such Series B
          Purchaser. 



         12.       
          Governing Law. This Series B Terms Agreement shall be governed by and
          construed in accordance with the laws of the State of Wisconsin, excluding
          choice-of-law principles of the law of such State that would require the
          application of the laws of a jurisdiction other than such State 



[Signature Page Follows] 










- 5 - 











		
	Ladish Co., Inc.	Series B Terms Agreement
		to Note Purchase Agreements








        The
execution of this Series B Terms Agreement shall constitute a contract between the Company
and the Series B Purchasers for the uses and purposes hereinabove set forth, and this
Series B Terms Agreement may be executed in any number of counterparts, each executed
counterpart constituting an original but all together only one agreement. 



		
		LADISH CO., INC.
		

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













- 6 - 











		
	Ladish Co., Inc.	Series B Terms Agreement
		to Note Purchase Agreements









Accepted as of the date first written
above. 



		
		TEACHERS INSURANCE AND ANNUITY
    ASSOCIATION OF AMERICA
		

By /s/ Lisa M. Ferraro
		       Name: Lisa M. Ferraro
		       Title:   Director














- 7 - 










		
	Ladish Co., Inc.	Series B Terms Agreement
		to Note Purchase Agreements








Accepted as of the date first written above. 



		
		FIRST 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:   Assistant Vice President, Investments













- 8 - 








		
	Ladish Co., Inc.	Series B Terms Agreement
		to Note Purchase Agreements









Accepted as of the date first written above. 


		
		LONDON LIFE INSURANCE COMPANY
		

By /s/ W. J. Sharman
		       Name: William J. Sharman
		       Title:   Authorized Signatory
		
By /s/ Dave Ayers
		       Name: Dave Ayers
		       Title:   Authorized Signatory













- 9 - 













INFORMATION RELATING
TO SERIES B PURCHASERS 



	

NAME AND ADDRESS OF SERIES B PURCHASER	PRINCIPAL AMOUNT OF

SERIES B NOTES TO BE PURCHASED


	
TEACHERS INSURANCE AND ANNUITY ASSOCIATION	$25,000,000
	OF	
	  AMERICA	
	730 Third Avenue	
	New York, New York 10017	







Payments 



All payments on or in respect of the
Series B Notes shall be made in immediately available funds on the due date by electronic
funds transfer, through the Automated Clearing House System, to: 




	 	
JPMorgan
Chase Bank, N.A.
ABA# 021-000-021
Account Number: 900-9-000200
Account Name: Teachers
Insurance and Annuity Association of America
For Further Credit to
the Account Number: G07040
Reference: PPN: 505754B*1/Ladish Co., Inc.
Maturity Date: May 16, 2016/6.14%/P&I Breakdown 







Payment Notices 



All notices with respect to payments
and prepayments of the Series B Notes shall be sent to: 




	 	
Teachers
Insurance and Annuity Association of America
730 Third Avenue
New
York, New York 10017
Attention: Securities Accounting Division
Phone:
(212) 916-4109
Facsimile: 
(212) 916-6955

With
a copy to:

JPMorgan
Chase Bank, N.A.
P.O. Box 35308
Newark, New Jersey 07101 








SCHEDULE A
(to Series B Terms
Agreement) 











Contemporaneous written confirmation
of any electronic funds transfer shall be sent to the above addresses setting forth (1)
the full name, private placement number, interest rate and maturity date of the Series B
Notes, (2) allocation of payment between principal, interest, Make-Whole Amount, other
premium or any special payment and (3) the name and address of the bank from which such
electronic funds transfer was sent. 



All notices and communication,
including notices with respect to payments and prepayments, shall be delivered or mailed
to: 



	 	
Teachers
Insurance and Annuity Association of America
730 Third Avenue
New York, New York 10017
Attention:
Fixed Income and Real Estate
Phone:        (212) 916-6547 (Lisa Ferraro)

                    (212) 916-4000 (General
Number)
Facsimile:   (212) 916-6140  






Name of Nominee in which Notes are
to be issued:  None 



Taxpayer I.D. Number of Nominee:
 13-1624203 



Physical delivery of
Series B Notes: 



	 	
JPMorgan
Chase Bank, N.A.
4 New York Plaza
Ground Floor Window
New York, New York 10004
For TIAA A/C
#G07040 











A- 2 - 









	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF

NOTES TO BE PURCHASED
	
FIRST GREAT-WEST LIFE & ANNUITY INSURANCE	$7,500,000
	COMPANY	
	c/o Great-West Life & Annuity Insurance Company	
	8515 East Orchard Road, 3T2	
	Greenwood Village, Colorado 80111-5037	







Payments 



All payments shall be made by wire
transfer as follows:  



	 	
The
Bank of New York
ABA #
021-000-018
BKofNYC/CTR/BBK=IOC566
P
& I Department – First Great-West Life & Annuity # 235207 







	Special Instructions:  	
 1) security description (PPN #),
2) allocation of payment
between principal and interest, and
3) confirmation of principal
balance. 






Notices 



All notices of payments to be sent
to: 



	 	
The
Bank of New York
Institutional Custody Department, 14th Floor
One Wall Street
New
York, New York 10286
Telecopier: 212.635.8844  






All notices for other
Communications/Financial Statements, Trustee Reports, etc. to be sent to: 



	 	
First
Great-West Life & Annuity Insurance Company
c/o Great-West Life & Annuity
Insurance Company
Attention: Investments Division
8515 East Orchard Road, 3T2
Greenwood
Village, Colorado 80111-5037
Telecopier: 303.737.6193  






A- 3 - 











Name of Nominee in which Notes are
to be issued:  Hare & Co. 



Taxpayer I.D. Number of Nominee:
 13-6062916 



Securities should be
delivered to: 



	 	
The
Bank of New York
3rdFloor, Window A
One Wall Street
New York, New York 10286
Attention:
Receive/Deliver Department – First Great-West Life & Annuity #235207 












A- 4 - 













	NAME AND ADDRESS OF PURCHASER	PRINCIPAL AMOUNT OF

NOTES TO BE PURCHASED
	
LONDON LIFE INSURANCE COMPANY	$7,500,000 
	Great-West Life Centre
	100 Osborne Street North
	Winnipeg, Manitoba
	Canada  R3C 3A5









Payments 



All payments shall be made by wire
transfer as follows [USD wire payments paid through the USA (CHIPS or Fedwire)]: 



	 	 Pay Through: 	
                      Wachovia Bank NA 
                                            New
York
                                             SWIFT Code:       PNBPUS3NNYC

                                            Fed Routing:      026005092






	 	Intermediary Institution:	Bank of Montreal
SWIFT
BIC Address:         BOFMCAT2FXM

                                            ACCOUNT No.:      2000192009836

                                            CHIPS UID:                 192531








	 	Account with
Institution: 	  Bank of Montreal
335 Main Street, Winnipeg, Manitoba, Canada R3C 2R6
Canadian
Direct Payment Routing Number: 000105797
   Bank of Montreal:   0001
   Branch Transit
Number:  05797 








	 	 Beneficiary: 	Transit
No. & Account No.:  05794700026
 London Life Insurance Company
 100 Osborne Street
North
                                             Winnipeg, Manitoba, Canada R3C 3A5






	Special Instructions:  	
  1) security description (PPN #),
2) allocation of payment between principal and interest,
and
 3) confirmation of principal balance.









A- 5 - 











Notices 



All notices of payments to be sent
to: 



	 	
Bank
of Montreal
335 Main Street
Winnipeg, Manitoba
Canada R3C 2R6
Facsimile:
204.985.2123 






All notices for other
Communications/Financial Statements, Trustee Reports, etc. to be sent to: 



	 	
London Life Insurance Company
Great-West Life Centre
100 Osborne Street North
Winnipeg, Manitoba

Canada R3C 3A5
Attention: Securities
Administration – 2C
Facsimile: 204.946.8395 






Name of Nominee in which Notes are
to be issued:  None 



Taxpayer I.D. Number: NA  



Securities should be
delivered to: 



	 	
London
Life Insurance Company
Great-West Life Centre
100 Osborne Street North
Winnipeg, Manitoba

Canada R3C 3A5
Attention:
Securities Administration – 2C 











A- 6 - 









[FORM OF SERIES B NOTE] 



LADISH CO., INC. 



6.14% SENIOR NOTE, SERIES
B, DUE MAY 16, 2016 



		
	No. RB- [______]	May 16, 2006 
	$[____________]	PPN 505754 B* 1 







        FOR
VALUE RECEIVED, the undersigned, LADISH CO., INC. (herein called the
“Company”), a corporation organized and existing under the laws of the
State of Wisconsin, hereby promises to pay to [________________], or registered assigns,
the principal sum of [________________] DOLLARS on May 16, 2016, with interest (computed
on the basis of a 360-day year of twelve 30-day months) (a) on the unpaid balance
thereof at the rate of 6.14% per annum from the date hereof, payable semiannually, on the
16th day of May and November in each year, commencing with the May or November next
succeeding the date hereof, until the principal hereof shall have become due and payable,
and (b) to the extent permitted by law on any overdue payment (including any overdue
prepayment) of principal, any overdue payment of interest and any overdue payment of any
Make-Whole Amount applicable to the Series B Notes, payable semiannually, as aforesaid
(or, at the option of the registered holder hereof, on demand), at a rate per annum from
time to time equal to the greater of (i) 8.14% or (ii) 2% over the rate of
interest publicly announced by U.S. Bank National Association from time to time in
Milwaukee, Wisconsin as its “base” or “prime” rate. 



        Payments
of principal of, interest on and any Make-Whole Amount with respect to this Note are to be
made in lawful money of the United States of America at U.S. Bank National Association in
Milwaukee, Wisconsin or at such other place as the Company shall have designated by
written notice to the holder of this Note as provided in the Note Purchase Agreements
referred to below. 



        This
Note is one of a series of Senior Notes (herein called the “Notes”)
issued pursuant to the separate and several Note Purchase Agreements, each dated as of
July 20, 2001 (as amended and supplemented from time to time, including as amended by the
First Amendment dated as of May 15, 2006, and supplemented by the Series B Terms Agreement
dated as of May 16, 2006, collectively, the “Note Purchase Agreements”),
between the Company and the respective institutional holders named therein and is entitled
to the benefits thereof. Each holder of this Note will be deemed, by its acceptance
hereof, (i) to have agreed to the confidentiality provisions set forth in
Section 20 of the Note Purchase Agreements and (ii) to have made the
representation set forth in Section 6.2 and the last sentence of Section 6.1 of the
Note Purchase Agreements. Unless otherwise indicated, capitalized terms used in this Note
shall have the respective meanings ascribed to such terms in the Note Purchase Agreements. 



EXHBIT 1
(to Series B
Terms Agreement) 











        This
Note is a registered Note and, as provided in the Note Purchase Agreements, upon surrender
of this Note for registration of transfer, duly endorsed, or accompanied by a written
instrument of transfer duly executed, by the registered holder hereof or such
holder’s attorney duly authorized in writing, a new Note for a like principal amount
will be issued to, and registered in the name of, the transferee. Prior to due presentment
for registration of transfer, the Company may treat the person in whose name this Note is
registered as the owner hereof for the purpose of receiving payment and for all other
purposes, and the Company will not be affected by any notice to the contrary. 



        The
Company will make the required prepayment of principal on the dates and in the amounts
specified in the Note Purchase Agreements. This Note is also subject to optional
prepayment, in whole or from time to time in part, at the times and on the terms specified
in the Note Purchase Agreements, but not otherwise. 



        If
an Event of Default, as defined in the Note Purchase Agreements, occurs and is continuing,
the principal of this Note may be declared or otherwise become due and payable in the
manner, at the price (including any Make-Whole Amount, if any) and with the effect
provided in the Note Purchase Agreements. 



        This
Note shall be construed and enforced in accordance with, and the rights of the parties
shall be governed by, the law of the State of New Wisconsin excluding choice-of-law
principles of law of such State that would require the application of the laws of a
jurisdiction other than such State. 


		
		LADISH CO., INC.
		

By ______________________________
		       Name:
		       Title:
















E-1- 2 - 














SUPPLEMENTAL
REPRESENTATIONS 



        The
Company represents and warrants to each Series B Purchaser that except as hereinafter set
forth in this Exhibit A, each of the representations and warranties set forth in
Section 5 of the Agreement is true and correct as of the date hereof with respect to
the Series B Notes with the same force and effect as if each reference to
“Series A Notes” or “Notes” set forth therein was modified to
refer the “Series B Notes” and each reference to “this Agreement”
therein was modified to refer to the Agreement as supplemented by the Series B Terms
Agreement. The Section references hereinafter set forth correspond to the similar sections
of the Agreement which are supplemented hereby: 



         Section 5.3.    
          Disclosure. The Company, through its agent, SPP Capital Partners, LLC,
          have delivered to each Series B Purchaser a copy of a Confidential Direct
          Placement Memorandum dated March 2006 (together with all appendices thereto, the
          “Memorandum”), relating to the transactions contemplated by the
          Series B Terms Agreement. The Agreement, the Memorandum, the documents,
          certificates or other writings delivered to each Series B Purchaser by or on
          behalf of the Company in connection with the transactions contemplated by the
          Agreement and the Series B Terms Agreement and the financial statements listed
          in Schedule 5.5 to the Series B Terms Agreement, taken as a whole, do not
          contain any untrue statement of a Material fact or omit to state any Material
          fact necessary to make the statements therein not misleading in light of the
          circumstances under which they were made. Since December 31, 2005, there has
          been no change in the financial condition, operations, business or properties of
          the Company or any Subsidiary except changes that individually or in the
          aggregate could not reasonably be expected to have a Material Adverse Effect. 



         Section 5.4.    
          Organization and Ownership of Shares of Subsidiaries.
          (a) Schedule 5.4 to this Series B Terms Agreement contains (except
          as noted therein) complete and correct lists (i) of the Company’s
          Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the
          jurisdiction of its organization, and the percentage of shares of each class of
          its capital stock or similar equity interests outstanding owned by the Company
          and each other Subsidiary, (ii) of the Company’s Affiliates, other
          than Subsidiaries, and (iii) of the Company’s senior officers. 



         Section 5.5.    
          Financial Statements. The Company has delivered to each Series B
          Purchaser copies of the consolidated financial statements of the Company and its
          Subsidiaries listed on Schedule 5.5 to the Series B Terms Agreement. All of
          said financial statements (including in each case the related schedules and
          notes) fairly present in all material respects the consolidated financial
          position of the Company and its Subsidiaries as of the respective dates
          specified in such Schedule and the consolidated results of their operations and
          cash flows for the respective periods so specified and have been prepared in
          accordance with GAAP consistently applied throughout the periods involved except
          as set forth in the notes thereto (subject, in the case of any interim financial
          statements, to normal year-end adjustments and absence of footnotes). 



         Section 5.9.    
          Taxes. The Federal income tax liabilities of the Company and its
          Subsidiaries have been paid for all fiscal years up to and including the fiscal
          year ended December 31, 2004. 





EXHIBIT A
(to Series B Terms
Agreement) 










         Section 5.13.    
           Private Offering by the Company. Neither the Company nor anyone acting
          on its behalf has offered the Series B Notes or any similar securities for sale
          to, or solicited any offer to buy any of the same from, or otherwise approached
          or negotiated in respect thereof with, any Person other than the Series B
          Purchasers and not more than 13 other Institutional Investors, each of which has
          been offered the Series B Notes at a private sale for investment. Neither the
          Company nor anyone acting on its behalf has taken, or will take, any action that
          would subject the issuance or sale of the Notes to the registration requirements
          of Section 5 of the Securities Act. 



         Section 5.14.    
          Use of Proceeds; Margin Regulations. The Company will apply the proceeds
          of the sale of the Series B Notes to refinance existing bank indebtedness and
          for general corporate purposes. No part of the proceeds from the sale of the
          Series B Notes pursuant to the Series B Terms Agreement will be used, directly
          or indirectly, for the purpose of buying or carrying any margin stock within the
          meaning of Regulation U of the Board of Governors of the Federal Reserve System
          (12 CFR 221), or for the purpose of buying or carrying or trading in any
          securities under such circumstances as to involve the Company in a violation of
          Regulation X of said Board (12 CFR 224) or to involve any broker or dealer
          in a violation of Regulation T of said Board (12 CFR 220). As used in this
          Section, the terms “margin stock” and “purpose of buying or
          carrying” shall have the meanings assigned to them in said Regulation U. 



         Section 5.15.    
          Existing Indebtedness; Future Liens. (a) Schedule 5.15 to the Series
          B Terms Agreement sets forth a complete and correct list of all outstanding
          Indebtedness of the Company and the Subsidiaries as of April 30, 2006, since
          which date there has been no Material change in the amounts, interest rates,
          sinking funds, installment payments or maturities of the Indebtedness of the
          Company or the Subsidiaries. Neither the Company nor any Subsidiary is in
          default and no waiver of default is currently in effect, in the payment of any
          principal or interest on any Indebtedness of the Company or such Subsidiary and
          no event or condition exists with respect to any Indebtedness of the Company or
          any Subsidiary that would permit (or that with notice or the lapse of time, or
          both, would permit) one or more Persons to cause such Indebtedness to become due
          and payable before its stated maturity or before its regularly scheduled dates
          of payment. 



    Section 5.16.    Foreign
Assets Control Regulations, Etc. (a) Neither the sale of the Series B Notes by
the Company hereunder nor its use of the proceeds thereof will violate the Trading with
the Enemy Act, as amended, or any of the foreign assets control regulations of the United
States Treasury Department (31 CFR, Subtitle B, Chapter V, as amended) or any
enabling legislation or executive order relating thereto.  



         (b)    
          Neither the Company nor any Subsidiary (i) is a Person described or
          designated in the Specially Designated Nationals and Blocked Persons List of the
          Office of Foreign Assets Control or in Section 1 of the Anti-Terrorism
          Order or (ii) engages in any dealings or transactions with any such Person.
          The Company and its Subsidiaries are in compliance, in all material respects,
          with the USA Patriot Act. 



         (c)    
          No part of the proceeds from the sale of the Series B Notes hereunder will be
          used, directly or indirectly, for any payments to any governmental official or
          employee, political party, official of a political party, candidate for
          political office, or anyone else acting in an official capacity, in order to
          obtain, retain or direct business or obtain any improper advantage, in violation
          of the United States Foreign Corrupt Practices Act of 1977, as amended, assuming
          in all cases that such Act applies to the Company. 




E-A- 2 - 












As used in this Section 5.16,
“Anti-Terrorism Order” means Executive Order No. 13224 of
September 24, 2001, Blocking Property and Prohibiting Transactions with Persons Who
Commit, Threaten to Commit or Support Terrorism, 66 U.S. Fed. Reg. 49, 079 (2001), as
amended; and “USA Patriot Act” means United States Public Law 107-56,
Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and
Obstruct Terrorism (USA PATRIOT ACT) Act of 2001, as amended from time to time, and the
rules and regulations promulgated thereunder from time to time in effect. 










E-A- 3 - 










SUBSIDIARIES AND
AFFILIATES 



				
	
i)	Ladish Co., Inc. Subsidiary	Site of Incorporation	Ownership %
		
Stowe Machine Co., Inc.	Nevada	100%
		
Pacific Cast Technologies, Inc.	Nevada	100%
		
Metallum Corporation	Nevada	100%
		
Zaklad Kuznia Matrycowa Sp. z o.o.	Poland	90.655%
		
Valley Machining, Inc.	Wisconsin	100%







	ii)  	Affiliates 






	 	
None 








	iii)  	Ladish
Co., Inc. Senior Officers






			
		Kerry L. Woody	President & Chief Executive Officer
		Wayne E. Larsen	Vice President & Secretary
		Gary J. Vroman	Vice President
		Lawrence C. Hammond	Vice President














SCHEDULE 5.4
(to Series B Terms
Agreement) 










FINANCIAL STATEMENTS
PROVIDED TO SERIES B PURCHASERS 



Audited consolidated Balance Sheets,
Income Statements and Cash Flow Statements of the Company and its Subsidiaries as of and
for the years ended December 31, 2001-2005. 













SCHEDULE 5.5
(to Series B Terms
Agreement) 










EXISTING INDEBTEDNESS 






        As
of April 30, 2006, the Company and its Subsidiaries had the following Indebtedness: 



		
	Senior Credit Facility Term Loan	$15,000,000 
	
Senior Credit Facility Swing Line	  $5,000,000 
	
Senior Credit Facility Revolving Line	$17,200,000 
	
Valley Machining, Inc. Notes	     $940,859 
	
Series A Senior Notes	$18,000,000 

















SCHEDULE 5.15
(to Series B Terms
Agreement) 













CONFORMED COPY OF NOTE
PURCHASE AGREEMENTS DATED AS OF JULY 20, 2001 



[ATTACHED.] 















EXHIBIT B-1
(to Series B Terms
Agreement) 










CONFORMED COPY OF
FIRST AMENDMENT DATED AS OF MAY 15, 2006
TO
NOTE PURCHASE AGREEMENTS DATED AS OF JULY 20,
2001  






[ATTACHED.] 
















EXHIBIT B-2
(to Series B Terms
Agreement)