Exhibit 4.5 REGISTRATION RIGHTS AGREEMENT ----------------------------- REGISTRATION RIGHTS AGREEMENT (this "Agreement"), dated as of April 30, 1993, by and among LADISH CO., INC., a Wisconsin corporation (the "Company"), and ANCHOR INDUSTRIES...Registration Rights Agreement • February 23rd, 1998 • Ladish Co Inc • Metal forgings & stampings • New York
UNDERWRITING AGREEMENTLadish Co Inc • February 3rd, 1998 • Metal forgings & stampings • New York
RECITALSPurchase and Sale Agreement • February 23rd, 2001 • Ladish Co Inc • Metal forgings & stampings • Oregon
RECITALCredit Agreement • February 26th, 2002 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
RECITALCredit Agreement • March 25th, 2003 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
amongCredit Agreement • December 23rd, 1997 • Ladish Co Inc • Metal forgings & stampings • Illinois
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of March 9, 1998Credit Agreement • March 25th, 1999 • Ladish Co Inc • Metal forgings & stampings • Illinois
andRights Agreement • May 6th, 2003 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
AGREEMENTAgreement • February 3rd, 1998 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
AMENDED AND RESTATED NOTE AND WARRANT PURCHASE AGREEMENT, dated as of February 22, 1996Amended And • December 23rd, 1997 • Ladish Co Inc • Metal forgings & stampings • Illinois
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • February 3rd, 1998 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
AMONGCredit Agreement • February 24th, 2000 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
TABLE OF CONTENTSWarrant Agreement • December 23rd, 1997 • Ladish Co Inc • Metal forgings & stampings • Illinois
AMONGCredit Agreement • February 23rd, 2001 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
AGREEMENT AND PLAN OF MERGER among ALLEGHENY TECHNOLOGIES INCORPORATED, LPAD CO., PADL LLC and LADISH CO., INC. Dated as of November 16, 2010Agreement and Plan of Merger • November 17th, 2010 • Ladish Co Inc • Metal forgings & stampings • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of November 16, 2010 (this “Agreement”), is among ALLEGHENY TECHNOLOGIES INCORPORATED, a Delaware corporation (“Parent”), LPAD CO., a Wisconsin corporation and a direct wholly owned Subsidiary of Parent (“Merger Sub”), PADL LLC, a Wisconsin limited liability company and a direct wholly owned Subsidiary of Parent (“Merger Sub 2”), and LADISH CO., INC., a Wisconsin corporation (the “Company”). Certain terms used in this Agreement are defined in Section 8.11.
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 23rd, 1997 • Ladish Co Inc • Metal forgings & stampings • Illinois
AGREEMENTAgreement • June 12th, 2003 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
RECITALCredit Agreement • March 25th, 2003 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
RECITALCredit Agreement • February 26th, 2002 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
LADISH CO., INC. and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC Rights Agent RIGHTS AGREEMENT Dated as of October 9, 2009Rights Agreement • October 15th, 2009 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
THIS AGREEMENT (“Agreement”), dated as of October 9, 2009 between LADISH CO., INC., a Wisconsin corporation (the “Company”), and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, a New York limited liability trust company (the “Rights Agent”).
AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • August 3rd, 2009 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
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”).
AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 21st, 2005 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
THIS AMENDMENT NO. 7 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of July 20, 2005, amends and supplements the Amended and Restated Credit Agreement dated as of April 14, 2000, as amended to date (as so amended, 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 (formerly Firstar Bank, National Association), as agent for the Lenders (in such capacity, the “Agent”).
LADISH/WEBER JOINT VENTURE -------------------------- This Agreement entered into the 15th day of September, 1995, by Ladish Co., Inc., a corporation organized and existing pursuant to the laws of the State of Wisconsin (hereinafter referred to as...Ladish Co Inc • February 23rd, 1998 • Metal forgings & stampings • Wisconsin
LADISH CO., INC. 2,900,000 Shares of Common Stock UNDERWRITING AGREEMENTLadish Co Inc • September 7th, 2005 • Metal forgings & stampings • New York
The foregoing restrictions notwithstanding, the Company may (A) issue and sell Common Stock and options to purchase Common Stock pursuant to any employee or director stock option or stock purchase plans as in effect on the date of this Agreement (so long as each such plan is described in the Prospectus), and (B) issue Common Stock upon the exercise of stock options outstanding on the date of this Agreement and referred to in the Prospectus or stock options issued after the date of this Agreement pursuant to any such plan referred to in clause (A) of this sentence.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • April 9th, 2010 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
THIS AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 8, 2010, amends and supplements the Second Amended and Restated Credit Agreement dated as of April 10, 2009, as amended by Amendment No. 1 to Second Amended and Restated Credit Agreement dated as of July 31, 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”).
WITNESSETH:Payment and Security Agreement • February 3rd, 1998 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
AGREEMENT As Amended and Restated Effective January 1, 2009Agreement • September 25th, 2009 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
THIS AGREEMENT (this “Agreement”) made this 9th day of December, 2008 between LADISH CO., INC., a Wisconsin corporation (the “Company”), and Kerry L. Woody, an officer of the Company (the “Employee”).
AMENDMENT NO. 8 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 7th, 2007 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
LADISH CO., INC. SERIES B TERMS AGREEMENT TO NOTE PURCHASE AGREEMENTS Dated as of May 16, 2006Series B Terms Agreement • May 18th, 2006 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • May 2nd, 2008 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
THIS AMENDMENT NO. 10 TO AMENDED AND RESTATED CREDIT AGREEMENT, dated as of April 25, 2008, amends and supplements the Amended and Restated Credit Agreement dated as of April 14, 2000, as amended to date (as so amended, 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 (formerly Firstar Bank, National Association), as agent for the Lenders (in such capacity, the “Agent”).
CONTRIBUTION AGREEMENTContribution Agreement • September 7th, 2005 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of ________________, 2005, by and between Ladish Co., Inc., a Wisconsin corporation (the “Company”), and Grace Brothers, Ltd., an Illinois limited partnership (the “Shareholder”).
AMENDMENT NO. 9 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 22nd, 2008 • Ladish Co Inc • Metal forgings & stampings • Wisconsin
AMENDMENT NO. 5 TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • February 25th, 2004 • Ladish Co Inc • Metal forgings & stampings
Ladish Co., Inc. Third Amendment Dated as of December 21, 2009 to Note Purchase Agreements dated as of July 20, 2001 Re: 6.14% Senior Notes, Series B, due May 16, 2016 6.41% Senior Notes, Series C, due September 2, 2015Ladish Co Inc • March 5th, 2010 • Metal forgings & stampings • Wisconsin
Reference is made to the separate Note Purchase Agreements, each dated as of July 20, 2001, as amended by a First Amendment thereto dated as of May 15, 2006, as supplemented by a Series B Terms Agreement dated as of May 16, 2006, as further supplemented by a Series C Terms Agreement dated as of September 2, 2008, and as further amended by a Second Amendment thereto dated as of September 2, 2008 (the “Note Purchase Agreements”), by and between Ladish Co., Inc., a Wisconsin corporation (the “Company”), and each of the purchasers of the $40,000,000 aggregate principal amount of 6.14% Senior Notes, Series B, due May 16, 2016 (the “Series B Notes”) and each of the purchasers of the $50,000,000 aggregate principal amount of 6.41% Senior Notes, Series C, due September 2, 2015 (the “Series C Notes,” and together with the Series B Notes, the “Notes”) of the Company issued pursuant thereto. Capitalized terms used in this Third Amendment (this “Third Amendment”) without definition shall have the
HUTA STALOWA WOLA S.A. with its seat in Stalowa Wola and HSW Fundusz Kapitalowy Sp. z o.o. with its seat in Stalowa Wola Sellers LADISH Co., Inc. with its seat in Cudahy, Wisconsin; United States of America Buyer PRELIMINARY AGREEMENT FOR SALE OF...Ladish Co Inc • March 2nd, 2005 • Metal forgings & stampings
This Preliminary Agreement for Sale of Shares (hereinafter: the “Agreement”) is concluded on February 24, 2005 in Stalowa Wola between:
