Ladish 10-K 2005
Documents found in this filing:
AMENDMENT NO. 6
|1. Definitions and References. Capitalized terms not defined herein have the meanings assigned in the Credit Agreement. Upon the satisfaction of the conditions set forth in section 4 below, all references to the Credit Agreement contained in the Loan Documents mean the Credit Agreement as amended by this Amendment No. 6 to Amended and Restated Credit Agreement (Amendment No. 6). This Amendment No. 6 is a Loan Document.|
2. Amendments to Credit Agreement.
(a) The defined term Revolving Note Maturity Date in Section 1 of the Credit Agreement is amended by deleting the date December 29, 2004 and replacing it with the date December 28, 2005".
(b) Section 6.12 (Indebtedness to Capitalization Ratio) of the Credit Agreement is deleted in its entirety.
(c) Section 6.13 of the Credit Agreement is amended in its entirety to read as follows:
|6.13 Minimum Net Earnings. Permit the Borrowers Net Earnings as of the end of any fiscal quarter to be less than $1.00 (calculated for the four fiscal quarter period ending on the date of determination).|
3. Level of Revolving Loan Commitment; Modification of Percentages. The parties agree that as of the effective date of this Amendment No. 6:
(a) The aggregate Revolving Loan Commitment shall remain $25,000,000; and
(b) The Percentage and Revolving Loan Commitment of each Lender shall remain as set forth opposite its signature to this Amendment No. 6.
4. Closing Conditions. This Amendment No. 6 shall become effective upon its execution and delivery by the parties hereto and receipt by the Agent of:
(a) Secretarys Certificate. A certificate of the Secretary of the Company to the effect that there have been no amendments to the Articles of Incorporation or By-Laws of the Company since the most recent date on which copies thereof were furnished to the Agent.
(b) Other Documents. Such other documents relating to the transactions contemplated by this Amendment No. 6 as the Agent shall reasonably request.
5. Representations and Warranties. The Company represents and warrants that:
(a) The execution and delivery by the Company of this Amendment No. 6 and the performance by the Company under the Credit Agreement, as amended hereby, (i) are within its corporate power, (ii) have been duly authorized by all necessary corporate action on the part of the Company, (iii) do not violate any provision of the Articles of Incorporation or By-Laws of the Company, (iv) do not violate any provision of or constitute a default under any existing law, rule or regulation of any governmental authority or agency, any order or decision of any court binding upon the Company or the terms of any agreement, restriction or undertaking to which the Company is a party or by which it is bound or (v) require the approval or consent of the shareholders of the Company, any governmental body or authority or any other person or entity other than those which have been obtained and are in full force and effect; and
(b) the representation and warranties contained in the Loan Documents are true and correct in all material respects as of the date hereof and no Default or Event of Default exists as of the date hereof.
6. Costs and Expenses. The Company agrees to pay, on demand, all costs and expenses (including reasonable attorneys fees and disbursements) paid or incurred by the Agent in connection with the negotiation, execution and delivery of this Amendment No. 6.
7. Governing Law. This Amendment No. 6 shall be governed by the laws of the State of Wisconsin.
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8. Full Force and Effect. The Credit Agreement, as amended by this Amendment No. 6 remains in full force and effect.
|LADISH CO., INC.|
|BY: Wayne E. Larsen|
|Its: Vice President Law/Finance & Secretary|
|60%||U.S. BANK NATIONAL ASSOCIATION, as the Agent and a Lender|
|BY: Jeffrey J. Janza|
|Its: Vice President|
|40%||JPMORGAN CHASE BANK, N.A. (successor by merger to BANK ONE, NA),|
|as a Lender|
|BY: James W. Engel|
|Its: First Vice President|