Exhibit 10
AMENDMENT NO. 1 TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT
THIS
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT,
dated as of July 31, 2009, amends and supplements the Second
Amended and Restated Credit Agreement dated as of April 10, 2009
(as so amended, the “Credit Agreement”), among LADISH
CO., INC., a Wisconsin corporation (the “Company”), the
financial institutions parties hereto (individually a
“Lender” and collectively the “Lenders”)
and U.S. 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 3 below, all
references to the Credit Agreement contained in the Loan Documents
shall mean the Credit Agreement as amended by this Amendment No. 1
to Second Amended and Restated Credit Agreement (“Amendment
No. 1”). This Amendment No. 1 is a Loan
Document.
2.
Amendments to Credit Agreement . The Credit Agreement is
amended as follows:
(a)
The following defined term is inserted into section 1 of the Credit
Agreement to appear in proper alphabetical order
therein:
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“
EBITDA ”means, for any period, the sum of (a) Earnings
Before Taxes, (b) Interest Expense, (c) Depreciation Expense, (d)
Amortization Expense and (e) non-cash expenses of the Company and
its Consolidated Subsidiaries, as reported on the consolidated
statement of income for such period of the Company and its
Consolidated Subsidiaries.
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(b)
The defined term “Fixed Charge Coverage Ratio” in
section 1 of the Credit Agreement is amended in its entirety to
read as follows:
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“
Fixed Charge Coverage Ratio ” means, as to any Person,
the relationship, expressed as a numerical ratio,
between:
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(a)
the sum of (i) EBITDA and (ii) Lease
Obligations,
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minus (iii) Restricted Payments, minus (iv) income
taxes paid;
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(b)
the sum of (i) interest expense, (ii) principal payments
made with respect to Indebtedness and (iii) Lease
Obligations;
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all as
determined, without duplication, for such Person and its
Consolidated Subsidiaries for th
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