Amendment No. 3 to Amended and Restated Credit Agreement among Ladish Co., Inc., U.S. Bank, and Lenders

Summary

This amendment updates the existing credit agreement between Ladish Co., Inc., U.S. Bank (as agent), and other lenders. It changes the effective date and extends the maturity date of the revolving loan, removes St. Francis Bank as a lender, and reduces the total revolving loan commitment from $50 million to $45 million. The amendment also adjusts each lender's commitment and requires certain closing documents. The agreement remains in effect as amended, and Ladish Co., Inc. confirms it has the authority to enter into this amendment.

EX-10.E 3 irm235a.txt AMENDMENT NO. 3 AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT THIS AMENDMENT NO. 3 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 12, 2002 amends and supplements the Amended and Restated Credit Agreement dated as of April 14, 2000 (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 d/b/a Firstar Bank, N.A., 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 Banks 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 5 below, all references to the Credit Agreement contained in the Loan Documents mean the Credit Agreement as amended by this Amendment No. 3 to Amended and Restated Credit Agreement ("Amendment No. 3"). This Amendment No. 3 is a Loan Document. 2. Amendments to Credit Agreement. (a) The defined term "Effective Date" in Section 1 of the Credit Agreement is amended by deleting the date "April 14, 2000" and replacing it with the date "April 12, 2002". (b) The defined term "Revolving Note Maturity Date" in Section 1 of the Credit Agreement is amended by deleting the date "April 12, 2002" and replacing it with the date "April 11, 2003". 3. St. Francis Bank, FSB No Longer a Party to Credit Agreement. The parties agree that as of the effective date of this Amendment No. 3, St. Francis Bank, FSB is no longer a party to the Credit Agreement, is no longer a Lender, shall have no further rights or obligations under the Credit Agreement and shall promptly return its Revolving Note to the Company. 4. Decrease in Revolving Loan Commitment; Modification of Percentages. The parties agree that as of the effective date of this Amendment No. 3 (a) The aggregate Revolving Loan Commitment shall be reduced from $50,000,000 to $45,000,000 and X-2 (b) The Percentage and Revolving Loan Commitment of each Lender shall be as set forth opposite its signature to this Amendment No. 3. 5. Closing Conditions. This Amendment No. 3 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 and 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. 3 as the Agent shall reasonably request. 6. Representations and Warranties. The Company represents and warrants that: (a) The execution and delivery by the Company of this Amendment No. 3 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. 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. 3. 8. Governing Law. This Amendment No. 3 shall be governed by the laws of the State of Wisconsin. 9. Full Force and Effect. The Credit Agreement, as amended by this Amendment No. 3 remains in full force and effect. X-3 LADISH CO., INC. BY: /s/ Wayne E. Larsen -------------------------------- Its: Vice President ---------------------------- Revolving Loan Commitment Percentage ---------- ---------- $27,000,000.00 60% U.S. BANK, National Association d/b/a FIRSTAR BANK, N.A., as the Agent and a Bank BY: /s/ Jeffrey J. Janza -------------------------------- Its: Vice President ---------------------------- $18,000,000.00 40% BANK ONE, WISCONSIN BY: /s/ Patrick J. O'Callaghan -------------------------------- Its: Vice President ---------------------------- $0.00 0% ST. FRANCIS BANK, F.S.B. BY: /s/ John C. Tans -------------------------------- Its: Vice President ---------------------------- X-4