AMENDED AND RESTATED CREDIT AGREEMENTAmong FLOW INTERNATIONAL CORPORATIONas Borrower,
and BANK OF AMERICA, N.A.and U.S. BANK NATIONAL ASSOCIATIONand KEYBANK NATIONAL ASSOCIATIONas Lenders,
and BANK OF AMERICA, N.A.as Agent for Lenders

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December 29,
2000

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TABLE OF CONTENTS

|                            |                                                                             | Page                                                     
|--------------------------- | --------------------------------------------------------------------------- | ---------------------------------------------------------
|ARTICLE 1 DEFINITIONS       |                                                                             | 1                                                        
|                            | Section 1.1 Certain Defined Terms                                           |                                                          
|                            | Section 1.2 General Principles Applicable to Definitions                    |                                                          
|                            | Section 1.3 Accounting Terms                                                |                                                          
|                            |                                                                             |                                                          
|ARTICLE 2 THE LOANS         |                                                                             | 10                                                       
|                            | Section 2.1 Amounts and Terms of Commitments                                |                                                          
|                            |                                                                             | (a)  The Revolving Credit                                
|                            |                                                                             | (b)  The Sweepline Credit                                
|                            |                                                                             | (c)  The Multi-Currency Credit                           
|                            | Section 2.2 Manner of Borrowing                                             |                                                          
|                            |                                                                             | (a)  Revolving Loans                                     
|                            |                                                                             | (b)  Sweepline Loans                                     
|                            |                                                                             | (c)  Multi-Currency Loans                                
|                            | Section 2.3 Utilization of Multi-Currency Commitment in Offshore Currencies |                                                          
|                            | Section 2.4 Currency Exchange Fluctuations                                  |                                                          
|                            | Section 2.5 Agent's Right to Fund Loans                                     |                                                          
|                            | Section 2.6 Repayment of Principal                                          |                                                          
|                            |                                                                             | (a)  Revolving Loans                                     
|                            |                                                                             | (b)  Sweepline Loans                                     
|                            |                                                                             | (c)  Multi-Currency Loans                                
|                            | Section 2.7 Interest on Loans                                               |                                                          
|                            |                                                                             | (a)  General Provisions                                  
|                            |                                                                             | (b)  Selection of Alternative Rates                      
|                            |                                                                             | (c)  Applicable Days For Computation of Interest and Fees
|                            |                                                                             | (d)  Unavailable LIBOR Rate                              
|                            |                                                                             | (e)  Compensation for Increased Costs                    
|                            | Section 2.8 Prepayments                                                     |                                                          
|                            | Section 2.9 Notes                                                           |                                                          
|                            | Section 2.10 Manner of Payments                                             |                                                          
|                            | Section 2.11 Fees                                                           |                                                          
|                            |                                                                             | (a)  KeyBank Commitment Fee                              
|                            |                                                                             | (b)  Unused Portion Fee                                  
|                            | Section 2.12 Sharing of Payments, Etc.                                      |                                                          
|                            | Section 2.13 Application of Payments                                        |                                                          
|                            |                                                                             |                                                          
|ARTICLE 3 LETTERS OF CREDIT |                                                                             | 19                                                       
|                            | Section 3.1 Letters of Credit                                               |                                                          
|                            | Section 3.2 Manner of Requesting Letters of Credit                          |                                                          
|                            | Section 3.3 Indemnification; Increased Costs                                |                                                          
|                            | Section 3.4 Payment by Borrower                                             |                                                          
|                            |                                                                             |                                                          
|ARTICLE 4 CONDITIONS        |                                                                             | 21                                                       
|                            | Section 4.1 Conditions to Effectiveness of Agreement                        |                                                          
|                            |                                                                             | (a)  New Loan Documents                                  
|                            |                                                                             | (b)  Assignment and Assumption Agreement                 
|                            |                                                                             | (c)  Payment of Fees                                     
|                            | Section 4.2 Conditions to All Loans and Issuances of Letters of Credit      |                                                          

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|                                         |                                                                            | (a)  Prior Conditions                         |    | 21
|---------------------------------------- | -------------------------------------------------------------------------- | --------------------------------------------- | -- | --
|                                         |                                                                            | (b)  Notice of Borrowing                      |    | 21
|                                         |                                                                            | (c)  No Default                               |    | 21
|                                         |                                                                            | (d)  Other Information                        |    | 21
|                                         | Section 4.3 Conditions to Certain Loans and Issuances of Letters of Credit |                                               | 21
|                                         |                                                                            | (a)  Prior Conditions                         |    | 21
|                                         |                                                                            | (b)  Borrower Authority                       |    | 21
|                                         |                                                                            | (c)  Legal Opinion                            |    | 22
|                                         |                                                                            |                                              
|ARTICLE 5 REPRESENTATIONS AND WARRANTIES |                                                                            | 22                                           
|                                         | Section 5.1 Corporate Existence and Power                                  |                                               | 22
|                                         | Section 5.2 Corporate Authorization                                        |                                               | 22
|                                         | Section 5.3 Government Approvals, Etc.                                     |                                               | 22
|                                         | Section 5.4 Binding Obligations, Etc.                                      |                                               | 22
|                                         | Section 5.5 Litigation                                                     |                                               | 22
|                                         | Section 5.6 Lien Priority                                                  |                                               | 22
|                                         | Section 5.7 Financial Condition                                            |                                               | 23
|                                         | Section 5.8 Title and Liens                                                |                                               | 23
|                                         | Section 5.9 Taxes                                                          |                                               | 23
|                                         | Section 5.10 Laws, Orders, Other Agreements                                |                                               | 23
|                                         | Section 5.11 Federal Reserve Regulations                                   |                                               | 24
|                                         | Section 5.12 ERISA                                                         |                                               | 24
|                                         | Section 5.13 Security Offerings                                            |                                               | 24
|                                         | Section 5.14 Investment Company; Public Utility Holding Company            |                                               | 24
|                                         | Section 5.15 Representations as a Whole                                    |                                               | 24
|                                         |                                                                            |                                              
|ARTICLE 6 AFFIRMATIVE COVENANTS          |                                                                            | 25                                           
|                                         | Section 6.1 Use of Proceeds                                                |                                               | 25
|                                         | Section 6.2 Preservation of Corporate Existence, Etc.                      |                                               | 25
|                                         | Section 6.3 Visitation Rights                                              |                                               | 25
|                                         | Section 6.4 Keeping of Books and Records                                   |                                               | 25
|                                         | Section 6.5 Maintenance of Property, Etc.                                  |                                               | 25
|                                         | Section 6.6 Compliance with Laws, Etc.                                     |                                               | 25
|                                         | Section 6.7 Other Obligations                                              |                                               | 25
|                                         | Section 6.8 Insurance                                                      |                                               | 25
|                                         | Section 6.9 Financial Information                                          |                                               | 25
|                                         |                                                                            | (a)  Annual Audited Financial Statements      |    | 26
|                                         |                                                                            | (b)  Quarterly Unaudited Financial Statements |    | 26
|                                         |                                                                            | (c)  Annual Financial Projections             |    | 26
|                                         |                                                                            | (d)  Accounts Receivable Summary              |    | 26
|                                         |                                                                            | (e)  SEC Filings                              |    | 26
|                                         |                                                                            | (f)  Compliance Certificates                  |    | 26
|                                         |                                                                            | (g)  Other                                    |    | 26
|                                         | Section 6.10 Notification                                                  |                                               | 26
|                                         | Section 6.11 Additional Payments; Additional Acts                          |                                               | 27
|                                         | Section 6.12 Fixed Charge Coverage Ratio                                   |                                               | 27
|                                         | Section 6.13 Funded Debt Ratio                                             |                                               | 27
|                                         | Section 6.14 Minimum Net Worth                                             |                                               | 28
|                                         | Section 6.15 Debt to Tangible Net Worth Ratio                              |                                               | 28
|                                         | Section 6.16 Guaranties and Security Agreements from Subsidiaries          |                                               | 28

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|                                                | Section 6.17 Senior Funded Debt Ratio                     |                                   | 28
|----------------------------------------------- | --------------------------------------------------------- | --------------------------------- | --
|                                                | Section 6.18 Update of Collateral                         |                                   | 28
|                                                |                                                           |                                  
|ARTICLE 7 NEGATIVE COVENANTS                    |                                                           | 29                               
|                                                | Section 7.1 Dividends, Purchase of Stock, Etc.            |                                   | 29
|                                                | Section 7.2 Liquidation, Merger, Sale of Assets           |                                   | 29
|                                                | Section 7.3 Indebtedness                                  |                                   | 29
|                                                | Section 7.4 Guaranties, Etc.                              |                                   | 29
|                                                | Section 7.5 Liens                                         |                                   | 30
|                                                | Section 7.6 Investments                                   |                                   | 30
|                                                | Section 7.7 Operations                                    |                                   | 30
|                                                | Section 7.8 ERISA Compliance                              |                                   | 30
|                                                | Section 7.9 Senior Unsecured Debt                         |                                   | 31
|                                                |                                                           |                                  
|ARTICLE 8 EVENTS OF DEFAULT                     |                                                           | 31                               
|                                                | Section 8.1 Events of Default                             |                                   | 31
|                                                |                                                           | (a)  Payment Default              |   
|                                                |                                                           | (b)  Breach of Warranty           |   
|                                                |                                                           | (c)  Breach of Certain Covenants  |   
|                                                |                                                           | (d)  Breach of Other Covenant     |   
|                                                |                                                           | (e)  Cross-default                |   
|                                                |                                                           | (f)  Voluntary Bankruptcy, Etc.   |   
|                                                |                                                           | (g)  Involuntary Bankruptcy, Etc. |   
|                                                |                                                           | (h)  Insolvency, Etc.             |   
|                                                |                                                           | (i)  Judgment                     |   
|                                                |                                                           | (j)  Government Approvals         |   
|                                                |                                                           | (k)  Other Government Action      |   
|                                                |                                                           | (l)  ERISA                        |   
|                                                |                                                           | (m)  Note Agreement Default       |   
|                                                | Section 8.2 Consequences of Default                       |                                   | 33
|                                                |                                                           |                                  
|ARTICLE 9 AGENT                                 |                                                           | 33                               
|                                                | Section 9.1 Authorization and Action                      |                                   | 33
|                                                | Section 9.2 Duties and Obligations                        |                                   | 34
|                                                | Section 9.3 Dealings Between Bank of America and Borrower |                                   | 35
|                                                | Section 9.4 Lender Credit Decision                        |                                   | 35
|                                                | Section 9.5 Indemnification                               |                                   | 35
|                                                | Section 9.6 Successor Agent                               |                                   | 35
|                                                |                                                           |                                  
|ARTICLE 10 LETTER OF CREDIT RISK PARTICIPATIONS |                                                           | 36                               
|                                                | Section 10.1 Sale of Risk Participations                  |                                   | 36
|                                                | Section 10.2 Notice to Lenders                            |                                   | 36
|                                                | Section 10.3 Payment Obligations                          |                                   | 36
|                                                |                                                           | (a)  Reimbursements to Agent      |   
|                                                |                                                           | (b)  Payments to Lenders          |   
|                                                |                                                           | (c)  Reimbursements to Lenders    |   
|                                                |                                                           |                                  
|ARTICLE 11 MISCELLANEOUS                        |                                                           | 37                               
|                                                | Section 11.1 No Waiver; Remedies Cumulative               |                                   | 37
|                                                | Section 11.2 Governing Law                                |                                   | 37

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|          | Section 11.3 Mandatory Arbitration                         |                                                   | 37
|--------- | ---------------------------------------------------------- | ------------------------------------------------- | --
|          | Section 11.4 Consent to Jurisdiction; Waiver of Immunities |                                                   | 38
|          | Section 11.5 Notices                                       |                                                   | 38
|          | Section 11.6 Assignment and Participations                 |                                                   | 39
|          | Section 11.7 Severability                                  |                                                   | 39
|          | Section 11.8 Survival                                      |                                                   | 39
|          | Section 11.9 Executed in Counterparts                      |                                                   | 39
|          | Section 11.10 Entire Agreement; Amendment, Etc.            |                                                   | 39
|          | Section 11.11 Headings                                     |                                                   | 39
|          | Section 11.12 Oral Agreements Not Enforceable              |                                                   | 39
|          | Section 11.13 Reaffirmation of Loan Documents              |                                                   | 39
|          |                                                            |                                                  
|SCHEDULES |                                                            |                                                  
|          |                                                            | Schedule 1Prepayment Fees                        |   
|          |                                                            | Schedule 2Litigation                             |   
|          |                                                            | Schedule 3Subsidiaries                           |   
|          |                                                            | Schedule 4Existing Guaranties                    |   
|          |                                                            | Schedule 5Liens                                  |   
|          |                                                            |                                                  
|EXHIBITS  |                                                            |                                                  
|          |                                                            | Exhibit A-1Revolving Loan Note (Bank of America) |   
|          |                                                            | Exhibit A-2Revolving Loan Note (U.S. Bank)       |   
|          |                                                            | Exhibit A-3Revolving Loan Note (KeyBank)         |   
|          |                                                            | Exhibit BSweepline Loan Note                     |   
|          |                                                            | Exhibit CMulti-Currency Loan Note                |   
|          |                                                            | Exhibit DLegal Opinion                           |   

iv

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AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDED AND RESTATED CREDIT AGREEMENT (the "Agreement") is made as of the 29th day of December, 2000, by and among BANK OF AMERICA, N.A., a national
banking association ("Bank of America"), U.S. BANK NATIONAL ASSOCIATION, a national banking association ("U.S. Bank"), KEYBANK NATIONAL ASSOCIATION, a national banking association ("KeyBank") (each
individually a "Lender" and collectively the "Lenders"), BANK OF AMERICA, N.A., as agent for Lenders (the "Agent") and FLOW INTERNATIONAL CORPORATION, a Washington corporation (the "Borrower").

WHEREAS,
the Borrower, Bank of America, U.S. Bank (the "Original Lenders"), and Agent are parties to that certain Credit Agreement dated as of August 31, 1998, as amended by
that certain Amendment Number One to Credit Agreement dated as of March 26, 1999, by that certain Amendment Number Two to Credit Agreement dated as of June 21, 1999, by that certain
Amendment Number Three to Credit Agreement dated as of September 2, 1999, by that certain Amendment Number Four to Credit Agreement dated as of April 28, 2000, by that certain Amendment
Number Five to Credit Agreement dated as of June 1, 2000, and by that certain Amendment Number Six to Credit Agreement dated as of October 31, 2000 (the "Original Agreement"); and

WHEREAS,
the parties wish to add KeyBank as a Lender through an Assignment and Assumption Agreement dated as of January 4, 2001; and

WHEREAS,
the parties wish to increase the Total Revolving Commitment (as defined below) to $80,000,000; and

WHEREAS,
the parties wish further to amend and restate the Original Agreement;

NOW,
THEREFORE, in consideration of the mutual agreements, provisions and covenants contained herein, the parties agree as follows:

ARTICLE 1  DEFINITIONS

Section 1.1 Certain Defined Terms. As used in this Agreement, the following terms
have the following meanings:

"Acquisition" means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in
(a) the acquisition of all or substantially all of the assets of a person, or of any business or division of a person, (b) the acquisition of in excess of 50% of the capital stock,
partnership interests, membership interests or equity of any person, or otherwise causing any person to become a Subsidiary, or (c) a merger or consolidation or any other combination with
another person (other than a person that is a Subsidiary) provided that Borrower or the Subsidiary is the surviving entity.

"Agent" means Bank of America, N.A. and any successor agent selected pursuant to Section 9.6 hereof.

"Agreed Alternative Currency" shall have the meaning given in Section 2.3.

"Applicable Currency" means, as to any particular payment or Multi-Currency Loan, Dollars or the Offshore Currency in which it is
denominated or is payable.

"Applicable Interest Period" means, with respect to any Loan accruing interest at the LIBOR Rate or the Multi-Currency Rate, the period
commencing on the first date Borrower elects to have such rate apply to such Loan and ending one, two, three or six months thereafter as specified in the Interest Rate Notice given in respect of such
Loan (or as otherwise determined in accordance with the terms of this Agreement)provided, that in no event may the Applicable Interest Period for any
Revolving Loan

1

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extend beyond the Revolving Maturity Date and in no event may the Applicable Interest Period for any Multi-Currency Loan extend beyond the Multi-Currency Maturity Date.

"Applicable Interest Rate" means for each Loan, the Base Rate or LIBOR Rate, or in the case of a Multi-Currency Loan, the
Multi-Currency Rate, as designated by Borrower in an Interest Rate Notice given with respect to such Loan (or portion thereof) or as otherwise determined pursuant to Section 2.7(b).

"Applicable Percentage" means on any date, the rate per annum that is determined by reference to the following matrix or subclause
(ii) below:

Pricing
Level

Applicable Percentage with
respect to the
LIBOR Rate or
Multi-Currency Rate

Applicable Percentage with
respect to the Base Rate

Applicable Percentage with
respect to the
Unused PortionI

1.00%

0%

10 basis pointsII

1.25%

0%

10 basis pointsIII

1.50%

0%

25 basis pointsIV

2.50%

0%

37.5 basis pointsV

3.00%

.15%

37.5 basis points




In
the event that any of the financial statements or quarterly compliance certificates required to be delivered pursuant to Section 6.9 are not delivered when due, then (aa) if
such financial statements and
certificates are delivered after the date such financial statements and certificates were required to be delivered (without giving effect to any applicable cure period) and the Applicable Percentage
increases from that previously in effect as a result of the delivery of such financial statements, then the Applicable Percentage during the period from the date upon which such financial statements
were required to be delivered (without giving effect to any applicable cure period) until the date upon which they actually are delivered shall, except as otherwise provided in clause (cc) below, be
the Applicable Percentage as so increased; (bb) if such financial statements and certificates are delivered after the date such financial statements and certificates are required to be delivered
(without giving effect to any applicable cure period) and the Applicable Percentage decreases from that previously in effect as a result of the delivery of such financial statements, then such
decrease in the Applicable Percentage shall not become effective until the date upon which the financial statements and certificates actually were delivered; and (cc) if such financial statements and
certificates are not delivered prior to the expiration of the applicable cure period, then, effective upon such expiration, for the period from the date upon which such financial statements and
certificates were required to be delivered (after the expiration of the applicable cure period) until two (2) Business Days following the date upon which they actually are delivered, the
Applicable Percentage shall be 2.50% (250 basis points).



2

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"Bank of America" means Bank of America, N.A., a national banking association, in its capacity as Lender under this Agreement and the
Supplemental Credit Agreement, and any Successor.

"Base Rate" means the sum of (i) the prime rate and (ii) the Applicable Percentage. (The "prime rate" is a rate set by
Bank of America based upon various factors including Bank of America's costs and desired return, general economic conditions and other factors, and is used as a reference point for pricing some loans,
which may be priced at, above, or below such announced rate.) Any change in the prime rate announced by Bank of America shall take effect at the opening of business on the day specified in the public
announcement of such change.

"Base Rate Loan" means any Loan or payment made by Agent under Letters of Credit that bears interest based on the Base Rate.

"Borrower" means Flow International Corporation, a Washington corporation and any Successor.

"Business Day" means any day other than Saturday, Sunday or another day on which commercial banks are authorized or obligated to close
in Seattle, Washington, and, with respect to any disbursements and payments in and calculations pertaining to any Multi-Currency Loan, a day on which commercial banks are open for foreign exchange
business in London, England, and on which dealings in the relevant Offshore Currency are carried on in the applicable offshore foreign exchange interbank market in which disbursement of or payment in
such Offshore Currency will be made or received hereunder.

"Cash Flow" has the meaning given in Section 6.12.

"Code" means the Internal Revenue Code of 1986, as amended from time to time.

"Collateral" means the personal property described by item or type in the Security Agreement or otherwise subject at any time to a lien
granted by Borrower to secure its obligations under the Loan Documents.

"Commitment" shall mean, with respect to each Lender, (a) its obligation to extend Revolving Loans under this Agreement; or
(b) its obligation to purchase Letter of Credit Risk Participations pursuant to Article 10 hereof; (c) with respect to Bank of America only, its obligation to extend Sweepline
Loans and Multi-Currency Loans; and (d), with respect to Agent, its obligation to issue Letters of Credit under this Agreement.

"Computation Date" has the meaning specified in subsection 2.3(a).

"Controlled Group" means all members of a controlled group of corporations and all trades or businesses (whether or not incorporated)
under common control which, together with Borrower, are treated as a single employer under Section 414(b) or 414(c) of the Code.

"Debt" has the meaning given in Section 6.15.

"Default" means any event which but for the passage of time or the giving of notice or both would be an Event of Default.

"Dollars", "dollars" and "$" each mean
lawful money of the United States.

"Dollar Equivalent" means, at any time, (a) as to any amount denominated in Dollars, the amount thereof at such time, and
(b) as to any amount denominated in an Offshore Currency, the equivalent amount in Dollars as determined by Agent at such time on the basis of the Spot Rate for the purchase of Dollars with
such Offshore Currency on the most recent Computation Date provided for in subsection 2.3(a).

"Domestic Subsidiary" means a Subsidiary of Borrower incorporated and organized under the laws of any state of the United States and
the District of Columbia.

3

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"EBITDA" has the meaning given in Section 6.13.

"Environmental Laws" means all federal, state or local laws, statutes, common law duties, rules, regulations, ordinances and codes,
together with all administrative orders, directed duties, requests, licenses, authorizations and permits of, and agreements with, any Governmental Authorities, in each case relating to environmental,
health, safety and land use matters; including the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), the Clean Air Act, the Federal Water Pollution Control Act
of 1972, the Solid Waste Disposal Act, the Federal Resource Conservation and Recovery Act, the Toxic Substances Control Act, the Emergency Planning and Community Right-to-Know
Act, and any applicable state law.

"ERISA" means the Employee Retirement Income Security Act of 1974, as amended from time to time.

"Event of Default" has the meaning given in Section 8.1.

"Federal Funds Rate" means, for any period, a fluctuating interest rate per annum equal for each day during such period to the weighted
average of the rates on overnight federal funds transactions with members of the Federal Reserve System arranged by federal funds brokers, as published for such day (or, if such day is not a Business
Day, for the next preceding Business Day) by the Federal Reserve Bank of New York, or, if such rate is not so published for any day which is a Business Day, the average of the quotations for such day
on transactions received by Agent from three federal funds brokers of recognized standing selected by Agent.

"Fee Letter" means the letter between Borrower and KeyBank of even date herewith under which Borrower agrees to pay certain fees to
KeyBank related to this Agreement.

"Fixed Charges" shall have the meaning given in Section 6.12.

"Fixed Charge Coverage Ratio" shall have the meaning given in Section 6.12.

"Funded Debt" shall mean all interest bearing liabilities of Borrower, including capitalized lease obligations.

"Funded Debt Ratio" shall have the meaning given in Section 6.13.

"FX Trading Office" means the Foreign Exchange Trading Center of Bank of America located at 800 Fifth Avenue, Floor 34, Seattle, WA
98104, or such other equivalent office of Bank of America as Bank of America may designate from time to time.

"GAAP" shall have the meaning given in Section 1.3.

"Government Approval" means an approval, permit, license, authorization, certificate, or consent of any Governmental Authority.

"Governmental Authority" means the government of the United States or any State or any foreign country or any political subdivision of
any thereof or any branch, department, agency, instrumentality, court, tribunal or regulatory authority which constitutes a part or exercises any sovereign power of any of the foregoing.

"Guarantor" shall have the meaning given in Section 6.16.

"Indebtedness" means for any person (a) all items of indebtedness or liability (except capital, surplus, deferred credits and
reserves, as such) which would be included in determining total liabilities as shown on the liability side of a balance sheet as of the date as of which indebtedness is determined,
(b) indebtedness secured by any Lien, whether or not such indebtedness shall have been assumed, (c) any other indebtedness or liability for borrowed money or for the deferred purchase
price of property or services for which such person is directly or contingently liable as obligor, guarantor, or

4

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otherwise, or in respect of which such person otherwise assures a creditor against loss, (d) any other obligations of such person under leases which shall have been or should be recorded as
capital leases, and (e) guarantees or other contingent obligations, including, without limitation, any obligations under any Swap Documents.

"Intercreditor Agreement" means that certain Intercreditor Agreement dated as of August 31, 1998 (as may be amended) by and
among Borrower, Lenders, Agent and Private Lenders.

"Interest Rate Notice" shall have the meaning given in Section 2.7(b).

"KeyBank" means KeyBank National Association, a national banking association, in its capacity as Lender under this agreement, and any
Successor.

"Letter of Credit" means any commercial or standby letter of credit issued by Agent pursuant to the terms of Article 3 hereof.

"Letter of Credit Risk Participation" with respect to each Lender, means a risk participation purchased by such Lender pursuant to
Article 10 hereof with respect to a Letter of Credit (including risk participations deemed purchased from Agent by Bank of America in its capacity as Lender).

"Letter of Credit Usage" means, as of any date of determination, the sum of (i) the aggregate face amount of all outstanding
unmatured Letters of Credit plus (ii) the aggregate amount of all payments made by Agent under Letters of Credit and not yet reimbursed by Borrower pursuant to Section 3.4.

"LIBOR Loan" means any Loan or portion thereof bearing interest at the LIBOR Rate.

"LIBOR Rate" shall mean, with respect to any LIBOR Loan for any Applicable Interest Period, an interest rate per annum equal to the sum
of: (a) the Applicable Percentage and (b) the product of (i) the Euro-dollar Rate in effect for such Applicable Interest Period and (ii) the
Euro-dollar Reserves in effect on the first day of such Applicable Interest Period.

As
used herein the "Euro-dollar Rate" will be determined by reference to that rate (rounded upward to the next 1/16th of one percent) appearing on the display designated
as "Page 3750" on the Telerate Service (or on such other page on that service or such other service designated by the British Banker's Association for the display of that Association's Interest
Settlement Rates for U.S. Dollar deposits) as of 11:00 a.m. (London time) on the day which is two (2) London Banking Days prior to the first date of the proposed Applicable Interest
Period. If there are no applicable quotes available through Telerate Service, then the LIBOR Rate shall be deemed unavailable as provided in Section 2.7(d) hereof.

5

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As used herein, the term "Euro-dollar Reserves" means a fraction (expressed as a decimal), the numerator of which is the number one and the denominator of which is the
number one minus the aggregate of the maximum reserve percentages (including, without limitation, any special, supplemental, marginal or emergency reserves) expressed as a decimal established by the
Board of Governors of the Federal Reserve System or any other banking authority to which Agent is subject for Eurocurrency Liability (as defined in Regulation Dof such Board of Governors). It is
agreed that for purposes hereof, each LIBOR Loan shall be deemed to constitute a Eurocurrency
Liability and to be subject to the reserve requirements ofRegulation D, without benefit of credit or proration, exemptions or offsets which
might otherwise be available to any Lender from time to time under suchRegulation D. Euro-dollar Reserves shall be adjusted
automatically on and as of the effective date of any change in any reserve percentage and shall apply to Applicable Interest Periods commencing after the effective date of such change.

"Lien" means, for any person, any security interest, pledge, mortgage, charge, assignment, hypothecation, encumbrance, attachment,
garnishment, execution or other voluntary or involuntary lien upon or affecting the revenues of such person or any real or personal property in which such person has or hereafter acquires any
interest, except (a) liens for Taxes which are not delinquent or which remain payable without penalty or the validity or amount of which is being contested in good faith by appropriate
proceedings upon stay of execution of the enforcement thereof; (b) liens imposed by law (such as mechanics' liens) incurred in good faith in the ordinary course of business which are not
delinquent or which remain payable without penalty or the validity or amount of which is being contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof
with, in the case of liens on property of Borrower, provision having been made to the satisfaction of Agent for the payment thereof in the event the contest is determined adversely to Borrower; and
(c) deposits or pledges under worker's compensation, unemployment insurance, social security or other similar laws or made to secure the performance of bids, tenders, contracts (except for
repayment of borrowed money), or leases, or to secure statutory obligations or surety or appeal bonds or to secure indemnity, performance, customs or other similar bonds given in the ordinary course
of business.

"Loan Documents" means this Agreement, the Notes, the Letters of Credit, the Reimbursement Agreements, the Security Agreement, the UCC
Financing Statements, and all other certificates, instruments and other documents executed by or on behalf of Borrower in connection with this Agreement or the transactions contemplated hereby.

"Loans" means the Revolving Loans, the Sweepline Loans, and the Multi-Currency Loans.

"London Banking Day" means any day which is a day on which commercial banks are open for business (including dealings in foreign
exchange and foreign currency deposits) in London, England.

"Majority Lenders" means at any time either (i) any Lender whose Total Pro Rata Share is greater than seventy-five
percent (75%), and (ii) any group of Lenders the sum of whose respective Total Pro Rata Shares is greater than seventy-five percent (75%).

"Minimum Net Worth" has the meaning given in Section 6.14.

"Multi-Currency Bank" means Bank of America.

"Multi-Currency Commitment" has the meaning specified in Section 2.1(c).

"Multi-Currency Loan" means any Loan denominated in an Offshore Currency accruing interest at the Multi-Currency Rate.

"Multi-Currency Maturity Date" means September 30, 2003.

"Multi-Currency Rate" means (i) the Applicable Percentage, plus (ii) the per annum rate for the currency advanced,
calculated on a basis of actual number of days elapsed over a year of 365/366 days

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as to Canadian Dollars and British Pounds Sterling, and on the basis of actual number of days elapsed over a year of 360 days as to all other currencies, determined by Agent to be the
applicable borrowing rate for such currency in an amount and for the Applicable Interest Period of the requested Multi-Currency Loan, as determined between 6:30 a.m. and 7:00 a.m.
(Seattle time) on the day which is (a) two (2) Business Days prior to the date of such Multi-Currency Loan as to all currencies other than Canadian Dollars, and (b) one
(1) Business Day prior to the date of such Multi-Currency Loan as to Canadian Dollars; which rate shall be a rate within .125% of the index rate appearing on the Reuters service display
designated "(SWIFT Currency Code)F=" for such currency between 6:30 a.m. and 7:00 a.m. (Seattle time) on the same date.

"New Loan Documents" means this Agreement, the Notes, and the Fee Letter.

"Notes" has the meaning given in Section 2.9.

"Note Agreement" means that certain note purchase agreement by and among Borrower and Private Lenders dated as of September 1,
1995, as amended from time to time, pursuant to which Borrower has issued and Private Lenders have purchased Fifteen Million Dollars ($15,000,000) of Borrower's 7.20% Senior Notes due 2005.

"Notice of Borrowing" means a written or oral request for a Loan from Borrower delivered to Agent in the manner, at the time, and
containing the information required under Section 2.2.

"Officer's Certificate" means a certificate executed and delivered on behalf of Borrower by its Chairman, President or Chief Financial
Officer.

"Offshore Currency" means at any time British Pounds Sterling, French Francs, Deutsche Mark, Japanese Yen or any other Agreed
Alternative Currency.

"PBGC" means the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.

"Pension Plan" means an "employee pension benefit plan" (as such term is defined in ERISA) from time to time maintained by Borrower or
a member of the Controlled Group.

"Plan" shall mean, at any time, an employee pension benefit plan which is covered by Title IV of ERISA or subject to the minimum
funding standards under Section 412 of the Code and is either (a) maintained by Borrower or any member of the Controlled Group for employees of Borrower or any member of the Controlled
Group or (b) maintained pursuant to a collective bargaining agreement or any other arrangement under which more than one employer makes contributions and to which Borrower or any member of the
Controlled Group is then making or accruing an obligation to make contributions or has within the preceding five (5) plan years made contributions.

"Pricing Level" means a pricing level determined from the following matrix:

Pricing Level

Senior Funded Debt Ratio as of the end of the previous fiscal quarterI

Less than 2.00:1II

Equal to or greater than 2.00:1 and less than 2.50:1III

Equal to or greater than 2.50:1 and less than 3.00:1IV

Equal to or greater than 3.00:1 and less than 3.50:1V

Equal to or greater than 3.50:1


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"Private Lenders" means Connecticut General Life Insurance Company and Life Insurance Company of North America, and their successors
and assigns.

"Pro Rata Share" has the meaning given in Section 2.1.

"Reimbursement Agreement" has the meaning given in Section 3.2.

"Revolving Commitment Period" has the meaning given in Section 2.1.

"Revolving Commitment" has the meaning given in Section 2.1.

"Revolving Loans" has the meaning given in Section 2.1.

"Revolving Maturity Date" means September 30, 2003.

"Security Agreement" means that certain Security Agreement dated as of August 31, 1998 executed by Borrower in favor of Bank of
America as collateral agent for Lenders and certain other noteholders.

"Senior Funded Debt" means, as of the end of any fiscal quarter, the sum of Funded Debt less Senior Unsecured Debt and less
Subordinated Debt, each as of the end of such fiscal quarter.

"Senior Funded Debt Ratio" shall have the meaning given in Section 6.17.

"Senior Unsecured Debt" means Indebtedness for borrowed monies incurred by Borrower, which Indebtedness (a) is evidenced by loan
agreement(s), promissory note(s) or other documents and instruments in each case in form and substance reasonably satisfactory to Lenders, (b) is wholly unsecured, (c) is owing to one or
more financial institutions, and (d) does not have a final maturity date for the repayment of principal on or before April 30, 2005.

"Spot Rate" for a currency means the rate quoted by Bank of America as the spot rate for the purchase by Bank of America of such
currency with another currency through its FX Trading Office at approximately 8:00 a.m. (Seattle time) on the date two Business Days prior to the date as of which the foreign exchange
computation is made.

"Subordinated Debt" means all Indebtedness of Borrower where the terms of the instrument or agreement creating or evidencing such
Indebtedness has been approved in writing by Lenders and Agent and provides that such Indebtedness is subordinated in right of payment to the Indebtedness of Borrower to Lenders hereunder and
unsecured (and therefore subordinated in lien priority).

"Subsidiary" shall mean any person, corporation, association or other business entity directly or indirectly controlled by Borrower.
For the purposes of this definition, "controlled by" shall mean the possession, directly or indirectly of the power to direct or cause the direction of the management and policies of such Subsidiary,
whether through the ownership of voting securities, by contract or otherwise.

"Successor" means, for any corporation or banking association, any successor by merger or consolidation, or by acquisition of
substantially all of the assets of the predecessor.

"Supplemental Commitment" means, at any time, the maximum amount of credit that Bank of America is then committed to extend under the
Supplemental Credit Agreement (including any principal amount then outstanding thereunder).

"Supplemental Credit Agreement" means the agreement between Borrower and Bank of America under which Bank of America may extend credit
to Borrower up to a maximum principal amount at any time outstanding of Three Million Dollars ($3,000,000) repayable in foreign currencies or the Dollar equivalent.

"Swap Documents" means any agreement between Borrower and any Lender, whether or not in writing, relating to any transaction that is a
rate swap, basis swap, forward rate transaction, commodity

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swap, commodity option, equity or equity index swap or option, bond, note or bill option, interest rate option, forward foreign exchange transaction, cap, collar or floor transaction, currency swap,
cross-currency rate swap, swap option, currency option or any other, similar transaction (including any option to enter into any of the foregoing) or any combination of the foregoing, and, unless the
context otherwise clearly requires, any master agreement relating to or governing any or all of the foregoing.

"Sweepline Bank" means Bank of America.

"Sweepline Commitment" has the meaning specified in subsection 2.1(b).

"Sweepline Loan" has the meaning specified in subsection 2.1(b).

"Sweepline Maturity Date" means September 30, 2003.

"Tangible Net Worth" means the total assets less total liabilities excluding, however, from the determination of total assets:
(a) intangible assets, (such as goodwill, patents, trademarks, copyrights, franchises and deferred taxes, including unamortized debt discount and research and development costs);
(b) cash held in a sinking fund or other similar fund established for the purpose of redemption or other retirement of capital stock; (c) reserves for depreciation, depletion,
obsolescences, or amortization of properties and other reserves or appropriations of retained earnings which have been established in connection with Borrower's business; (d) any revaluation or
other write-up in book value of assets subsequent to the fiscal year of Borrower last ended as of August 31, 1998; and, for clarification purposes, excluding from total liabilities,
minority interests; and (e) cumulative translation adjustment.

"Tax" means, for any person, any tax, assessment, duty, levy, impost or other charge imposed by any Governmental Authority on such
person or on any property, revenue, income, or franchise of such person and any interest or penalty with respect to any of the foregoing.

"Total Pro Rata Share" means a fraction whose numerator (a) with respect to Bank of America, is the sum of Bank of America's
Commitment and the Supplemental Commitment, (b) with respect to U.S. Bank, is U.S. Bank's Commitment, and (c) with respect to KeyBank, is KeyBank's Commitment, and whose denominator is
the sum of all Lenders' Commitments and the Supplemental Commitment.

"Total Revolving Commitment" means $80,000,000.

"Total Utilization" shall mean, as of any date of determination, the sum of (i) the aggregate principal amount of all
outstanding Revolving Loans; plus (ii) the Letter of Credit Usage.

"UCC Financing Statements" means those Uniform Commercial Code financing statements satisfactory in form and substance to Agent, naming
Agent as secured party, executed by Borrower as debtor in form acceptable for filing with the appropriate Governmental Authority in each of the States set forth in Schedule 1 to the Security
Agreement hereto for purposes of perfection of security interests under the Uniform Commercial Code and identifying by item or type the Collateral described in the Security Agreement.

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"Unfunded Vested Liabilities" means, with respect to any Plan at any time, the amount (if any) by which (a) the present value of
all vested nonforfeitable benefits under such Plan exceeds (b) the fair market value of all Plan assets allocable to such benefits, all determined as of the then most recent evaluation date for
such Plan, but only to the extent that such excess represents a potential liability of Borrower or any member of the Controlled Group to the PBGC or the Plan under Title IV of ERISA.

"Unused Portion" means Total Revolving Commitment less Total Utilization.

"U.S. Bank" means U.S. Bank National Association, a national banking association, in its capacity as Lender, and any Successor.

Section 1.2 General Principles Applicable to Definitions. Definitions given herein shall be equally
applicable to both singular and plural forms of the terms therein defined and references herein to "he" or "it" shall be applicable to persons whether masculine, feminine or neuter. References herein
to any document including, but without limitation, this Agreement shall be deemed a reference to such document as it now exists, and as, from time to time hereafter, the same may be amended.
References herein to a "person" or "persons" shall be deemed to be references to an individual, corporation, partnership, limited liability company, trust, unincorporated association, joint venture,
joint-stock company, government (including political subdivisions), Governmental Authority or agency or any other entity. References herein to any section, subsection, schedule or exhibit shall,
unless otherwise indicated, be deemed a reference to sections and subsections within and schedules and exhibits to this Agreement.

Section 1.3 Accounting Terms. Except as otherwise provided herein, accounting terms not specifically
defined shall be construed, and all accounting procedures shall be performed, in accordance with generally accepted United States accounting principles consistently applied ("GAAP") and as in effect
on the date of application.

ARTICLE 2  THE LOANS

Section 2.1 Amounts and Terms of Commitments.



Lender

Revolving Commitment

Pro Rata ShareBank of America

$
35,000,000

43.75%U.S. Bank

$
25,000,000

31.25%KeyBank

$
20,000,000

25.00%Total Revolving Commitment

$
80,000,000

100.00%




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Section 2.2 Manner of Borrowing.



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Section 2.3 Utilization of Multi-Currency Commitment in Offshore Currencies.



Section 2.4 Currency Exchange Fluctuations. If on any Computation Date Agent shall have determined that
the aggregate Dollar Equivalent principal amount of all Multi-Currency Loans then

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outstanding exceeds the Multi-Currency Commitment by more than Five Hundred Thousand Dollars ($500,000) due to a change in applicable rates of exchange between Dollars and Offshore Currencies, then
Agent shall give notice to Borrower that a prepayment is required under this Section, and Borrower agrees thereupon to make prepayments of Multi-Currency Loans such that, after giving effect to such
prepayment the aggregate Dollar Equivalent amount of all Multi-Currency Loans does not exceed the Multi-Currency Commitment.

Section 2.5 Agent's Right to Fund Loans. Unless Agent shall have received notice from a Lender prior to
12:00 Noon (Seattle time) on the date of any requested borrowing that such Lender will not make available to Agent its share of the requested borrowing, Agent may assume that such Lender has made such
funds available to Agent on the date such Loan is to be made in accordance with Section 2.2 hereof and Agent may, in reliance upon such assumption, make available to Borrower on such date a
corresponding amount. If and to the extent that such Lender shall not have so made such portion available to Agent, such Lender and Borrower jointly and severally agree to pay to Agent forthwith on
demand such corresponding amount, together with interest thereon for each day from the date such amount is made available to Borrower until the date such amount is repaid to Agent, at (a) in
the case of Borrower, the Base Rate and (b) in the case of such Lender, the Federal Funds Rate. Any such repayment by Borrower shall be without prejudice to any rights it may have against
Lender that has failed to make available its funds for any requested borrowing.

Section 2.6 Repayment of Principal.



Section 2.7 Interest on Loans.



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which,
as a result thereof, (i) increases the cost to any Lender of making or maintaining its Loans or its Commitments hereunder, or (ii) reduces the net amount of any payment received
by any Lender in respect of its LIBOR Loans (whether of principal, interest, commitment fees or otherwise), or

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(iii) requires any Lender to make any payment on or calculated by reference to the gross amount of any sum received by it in respect of its LIBOR Loans, in each case by an amount which any such
Lender in its sole judgment deems material, then and in any such case Borrower shall pay to Agent for the account of such Lender on demand such amount or amounts as will compensate such Lender for any
increased cost, deduction or payment actually incurred or made by such Lender,provided, however, Borrower shall not be obligated for amounts hereunder
unless, promptly after learning thereof any such Lender shall have advised Borrower of the subjection, change, requirement or other condition forming the basis for such Lender's request for additional
payment hereunder. If Borrower is advised of any such subjection, change, requirement or other condition prior to the expiration of an Applicable Interest Period for any LIBOR Loan, Borrower may elect
to prepay the LIBOR Loan without penalty or premium if such prepayment would reduce or eliminate the amounts which Borrower would otherwise be obligated to pay any Lender under the terms of this
Section 2.7(e). The demand for payment by any Lender shall be delivered to both Agent and Borrower and shall state the subjection or change which occurred or the reserve or deposit requirements
or other conditions which have been imposed upon such Lender or the request, direction or requirement with which it has complied, together with the date thereof, the amount of such cost, reduction or
payment and the manner in which such amount has been calculated. The statement of any Lender as to the additional amounts payable pursuant to this Section 2.7(e) shall be conclusive evidence of
the amounts due hereunder absent manifest error.

The
protection of this Section 2.7(e) shall be available to each Lender regardless of any possible contention of invalidity or inapplicability of the relevant law, regulation,
treaty, directive, condition or interpretation thereof. In the event that Borrower pays any Lender the amount necessary to compensate such Lender for any charge, deduction or payment incurred or made
by such Lender as provided in this Section 2.7(e), and such charge, deduction or payment or any part thereof is subsequently returned to such Lender as a result of the final determination of
the invalidity or inapplicability of the relevant law, regulation, treaty, directive or condition, then such Lender shall remit to Borrower the amount paid by Borrower which has actually been returned
to such Lender (together with any interest actually paid to such Lender on such returned amount), less such Lender's costs and expenses incurred in connection with such governmental regulation or any
challenge made by such Lender with respect to its validity or applicability.

Section 2.8 Prepayments. Base Rate Loans may be repaid at any time without penalty or premium. All
prepayments of LIBOR Loans shall be in a minimum amount of $100,000 and in incriments of $100,000. Except as provided in Section 2.7(e), if a LIBOR Loan or Multi-Currency Loan is paid prior to
the end of the Applicable Interest Period, a fee computed in the manner set out in Schedule 1 hereto shall be assessed and paid at the time of such payment. Such fee shall be calculated by
Agent and such calculation shall be binding evidence of the amount due hereunder absent a showing by Borrower of manifest error. Except as provided in Section 2.7(e), such fee shall apply in
all circumstances where a LIBOR Loan or Multi-Currency Loan is paid prior to the end of the Applicable Interest Period, regardless of whether such payment is voluntary, mandatory (including, without
limitation, payments required pursuant to Section 2.4 or 2.6(a)(1) or the result of Agent's or any Lender's collection efforts. Notice of prepayments shall be given to the Agent by 9:00 am
Seattle time (i) as to Base Rate Loans, on the day of prepayment, and (ii) as to LIBOR Loans, two London Banking Days prior to the day of prepayment.

Section 2.9 Notes. The Revolving Loans shall be evidenced by promissory notes of Borrower substantially
in the forms attached hereto as Exhibits A-1, A-2, and A-3. The Sweepline Loans shall evidenced by a promissory note of Borrower substantially in the form attached
hereto asExhibit B. The Multi-Currency Loans shall be evidenced by a promissory note of Borrower substantially in the forms attached hereto as
Exhibits C. The promissory notes referred to herein are collectively referred to as the "Notes." Each Lender is hereby authorized to record the date and amount of Loans it makes and

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the date and amount of each payment of principal and interest thereon on a schedule annexed to and constituting part of the appropriate Note. Any such recordation by a Lender shall constitute prima
facie evidence of the accuracy of the information so recorded;provided, however, that the failure to make any such recordation or any error in any such
recordation shall not affect the obligations of Borrower hereunder or under the Notes.

Section 2.10 Manner of Payments.



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Section 2.11 Fees. In addition to certain fees described in Section 3.2(b), Borrower shall pay the
following fees:



Section 2.12 Sharing of Payments, Etc.If any Lender shall obtain any payment in respect of Borrower's
obligations under the Loan Documents (whether voluntary or involuntary, through the exercise of any right of setoff or otherwise)(other than payments in respect of the Sweepline Loans, the Multi-
Currency Loans, or the Supplemental Commitment) in excess of the amount it would have received if all payments had been made directly to Agent and apportioned in accordance with the terms hereof, such
Lender shall hold such excess payment in trust for Agent and Lenders and shall forthwith remit the same to Agent for Lenders' accounts as herein provided.

Section 2.13 Application of Payments. Any payment by Borrower hereunder shall be applied first, against
fees, expenses and indemnities due hereunder, second, against interest then due in respect of any Loan, third, against amounts due under Section 3.4 hereof, and thereafter, ratably against
amounts owing under any Swap Documents and Loan principal. After the applicable maturity date for any Loan, payments to be applied to loan principal shall be applied first to principal installments
then due and thereafter to principal installments in the inverse order of maturity. Agent shall distribute any payment by Borrower in respect of Revolving Loans in accordance with each Lender's Pro
Rata Share. Any payment by Borrower to Agent in respect of Sweepline Loans and Multi-Currency Loans shall be solely for the benefit of the Sweepline Bank and the Multi-Currency Bank, as the case may
be. Any payment by Borrower to Bank of America or Agent in respect of amounts owing under the Supplemental Credit Agreement shall be solely for the benefit of Bank of America. After any of the Loans
become due (by maturity, upon acceleration or otherwise), any amounts recovered from Borrower, including, without limitation, through realization on any Collateral, shall be applied, and distributed
by Agent to Lenders, in accordance with each Lender's Total Pro Rata Share.

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ARTICLE 3  LETTERS OF CREDIT

Section 3.1 Letters of Credit. Borrower may request that Agent issue letters of
credit for Borrower's account in accordance with the terms and conditions of this Article 3.

Section 3.2 Manner of Requesting Letters of Credit.



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Section 3.3 Indemnification; Increased Costs. Borrower agrees to indemnify Agent and any Lender on demand
for any and all additional costs, expenses, or damages incurred by such Agent or Lender, directly or indirectly, arising out of the issuance of any Letter of Credit or the purchase of any Letter of
Credit Risk Participation, including, without limitation, any costs of maintaining reserves in respect thereof and any premium rates imposed by the Federal Deposit Insurance Corporation in connection
therewith. A certificate as to such additional amounts submitted to Borrower by Agent or such Lender shall be final, conclusive, and binding, absent manifest error.

If
at any time after the date hereof the introduction of or any change in applicable law, rule, or regulation or in the interpretation or the administration thereof by any
Governmental Authority charged with the interpretation or administration thereof, or compliance by Agent or Lender with any requests directed by any such Governmental Authority (whether or not having
the force of law) shall, with respect to any Letter of Credit or Letter of Credit Risk Participation subject Agent or such Lender to any Tax or impose, modify, or deem applicable any reserve, special
deposit, or similar requirements against assets of, deposits with or for the account of, credit extended by Agent or such Lender or shall impose on Agent or such Lender any other conditions affecting
the Letters of Credit or Letter of Credit Risk Participations and the result of any of the foregoing is to increase the cost to Agent or such Lender of issuing a Letter of Credit or holding a Letter
of Credit Risk Participation or to reduce the amount of any sum received or receivable by Agent or such Lender hereunder with respect to the Letters of Credit or Letter of Credit Risk Participations,
then, upon demand by Agent or such Lender, Borrower shall pay to Agent or such Lender such additional amount or amounts as will compensate Agent or such Lender for such increased cost or reduction. A
certificate submitted to Borrower by Agent or such Lender setting forth the basis for the determination of such additional amount or amounts shall be final, conclusive, and binding, absent manifest
error.

Borrower
agrees to indemnify and hold Agent and each Lender (an "Indemnitee") harmless from and against any and all (a) Taxes (exclusive of Taxes measured by net income and
gross receipts) and other fees payable in connection with Letters of Credit, Letter of Credit Risk Participations or the provisions of this Agreement relating thereto, and (b) any and all
actions, claims, damages, losses, liabilities, fines, penalties, costs, and expenses of every nature, including reasonable attorney's fees, suffered or incurred by the Indemnitee otherwise arising out
of or relating to this Article 3, any Letter of Credit, or any Letter of Credit Risk Participations;provided, however, said indemnification
shall not apply to the extent that any such action, claim, damage, loss, liability, fine, penalty, cost, or expense arises out of or is based solely upon the Indemnitee's willful misconduct or
negligence.

Section 3.4 Payment by Borrower. Borrower agrees to fully reimburse Agent for all amounts paid by Agent
under any Letter of Credit and to pay interest thereon at the Base Rate then applicable to Revolving Loans from the date Agent makes such payment until the date of any demand for reimbursement by
Agent. Such payment shall be made in immediately available funds at Agent's

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Commercial Loan Processing Center not later than 11:00 a.m. (Seattle time) on the date Borrower is first notified by Agent that Agent has made payment under the Letter of Credit; provided, that, if
Agent so elects pursuant to the terms of Section 9.2, following the occurrence of an Event of Default, the face amount of each
Letter of Credit shall become immediately due and payable. If Borrower shall default in its obligations to reimburse Agent or make any other payment required hereunder, interest shall accrue on the
unpaid amount thereof at a per annum rate equal to three percentage (3%) points above the Base Rate changing as such Base Rate changes from the date such amount becomes due and payable until payment
in full by Borrower. Interest on such unpaid amounts shall be calculated on the basis of a year of 360 days and shall be payable on demand.

ARTICLE 4  CONDITIONS

Section 4.1 Conditions to Effectiveness of Agreement. This Agreement shall become
effective upon the fulfillment of all of the following:



Section 4.2 Conditions to All Loans and Issuances of Letters of Credit. The obligation of each Lender to
make any Loan hereunder and the obligation of Agent to issue any Letter of Credit, are subject to fulfillment of the following conditions:



Section 4.3 Conditions to Certain Loans and Issuances of Letters of Credit. The obligation of each Lender
to make the first Loan hereunder and the obligation of Agent to issue the first Letter of Credit hereunder, in either case, that would cause the Total Utilization to exceed Seventy Million Dollars
($70,000,000), are subject to fulfillment of the following conditions:



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ARTICLE 5  REPRESENTATIONS AND WARRANTIES

Borrower represents and warrants to Agent and Lenders as follows:

Section 5.1 Corporate Existence and Power. Borrower is a corporation duly incorporated, validly existing
and in good standing under the laws of the State of Washington. Borrower is duly qualified to do business in each other jurisdiction where the nature of its activities or the ownership of its
properties requires such qualification, except to the extent that failure to be so qualified does not have a material adverse effect on its business, operations or financial condition. Borrower has
full corporate power, authority and legal right to carry on its business as presently conducted, to own and operate its properties and assets, and to execute, deliver and perform the Loan Documents to
which it is a party.

Section 5.2 Corporate Authorization. The execution, delivery and performance by Borrower of the Loan
Documents and any borrowing thereunder and the request for the issuance of any Letter of Credit thereunder, have been duly authorized by all necessary corporate action of Borrower, and do not require
any shareholder approval or the approval or consent of any trustee or the holders of any Indebtedness of Borrower except such as have been obtained (certified copies thereof having been delivered to
Agent), do not contravene any law, regulation, rule or order binding on it or its Articles of Incorporation or Bylaws and do not contravene the provisions of or constitute a default under any
indenture, mortgage, contract or other agreement or instrument to which Borrower is a party or by which Borrower, or any of its properties, may be bound or affected.

Section 5.3 Government Approvals, Etc.No Government Approval or filing or registration with any
Governmental Authority is required for the making and performance by Borrower of the Loan Documents to which it is a party or in connection with any of the transactions contemplated hereby or thereby,
except such as have been heretofore obtained and are in full force and effect (certified copies thereof having been delivered to Agent).

Section 5.4 Binding Obligations, Etc.This Agreement has been duly executed and delivered by Borrower and
constitutes, and the other Loan Documents when duly executed and delivered by Borrower will constitute, the legal, valid and binding obligations of Borrower enforceable against Borrower in accordance
with their respective terms except as such enforceability may be limited by applicable bankruptcy, insolvency, or similar laws affecting the enforcement of creditors' rights generally or by the
exercise of judicial discretion in accordance with general principles of equity.

Section 5.5 Litigation. There are no actions, proceedings, investigations, or claims against or affecting
Borrower now pending before any court, arbitrator or Governmental Authority (nor to the knowledge of Borrower has any thereof been threatened nor does any basis exist therefor) which might reasonably
be determined adversely to Borrower and which, if determined adversely, would be likely to have a material adverse effect on the financial condition or operations of Borrower or to impair Agent's lien
on the Collateral or Borrower's rights therein, except as described on Schedule 2 hereto.

Section 5.6 Lien Priority. On the date any Loan is made or any Letter of Credit is issued hereunder, the
Security Agreement will constitute a valid and perfected lien of first priority (subject only to the Lien of the Private Lenders) in and to all Collateral (other than patents, copyrights and

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trademarks not identified on Schedule 1 of the Security Agreement, as such Schedule may be modified or supplemented from time to time) and will be enforceable against all third parties in all
jurisdictions as security for all obligations of Borrower to Agent and Lenders hereunder and under the other Loan Documents.

Section 5.7 Financial Condition. The consolidated balance sheet of Borrower and its Subsidiaries as at
April 30, 1998, and the related statements of income and retained earnings of Borrower and its Subsidiaries for the fiscal year then ended, copies of which have been furnished to Lenders,
fairly present the consolidated financial condition of Borrower and its Subsidiaries as at such date, including all material contingent liabilities, and the consolidated results of operations of
Borrower for the period then ended, all in accordance with GAAP. Neither Borrower nor its Subsidiaries had on such date any material contingent liabilities, unusual forward or long-term
commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in that balance sheet and in the notes to those financial
statements and since that date there has been no material adverse change in the financial condition or operations of Borrower or its Subsidiaries.

Section 5.8 Title and Liens. Borrower has good and marketable title to each of the properties and assets
reflected in its balance sheet referred to in Section 5.7 hereof (except such as have been since sold or otherwise disposed of in the ordinary course of business). No assets or revenues of
Borrower are subject to any Lien except as permitted by this Agreement. All properties of Borrower and its use thereof comply in all material respects with applicable zoning and use restrictions and
with applicable laws and regulations relating to the environment.

Section 5.9 Taxes. Borrower has filed all tax returns and reports required of it, has paid all Taxes
which are shown to be due and payable on such returns and reports, and has provided adequate reserves for payment of any Tax whose payment is being contested. The charges, accruals and reserves on the
books of Borrower in respect of Taxes for all fiscal periods to date are accurate in all material respects and there are no material questions or disputes between Borrower and any Governmental
Authority with respect to any Taxes except as disclosed in the balance sheet referred to in Section 5.7 or otherwise disclosed to Agent in writing prior to the date of this Agreement.

Section 5.10 Laws, Orders, Other Agreements. Neither Borrower nor any of its Subsidiaries is in violation
of or subject to any contingent liability on account of any laws, statutes, rules, regulations and orders of any Governmental Authority. Neither Borrower or any of its Subsidiaries is in material
breach of or default under any material agreement to which it is a party or which is binding on it or any of its assets.

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Section 5.11 Federal Reserve Regulations. Borrower is not engaged principally or as one of its important
activities in the business of extending credit for the purpose of purchasing or carrying any margin stock (within the meaning of Federal Reserve Regulation U), and no part of the proceeds of
any Loan or Letter of Credit will be used to purchase or carry any such margin stock or to extend credit to others for the purpose of purchasing or carrying any such margin stock or for any other
purpose that violates the applicable provisions of any Federal Reserve Regulation. Borrower will furnish to any Lender on request a statement conforming with the requirements of Regulation U.

Section 5.12 ERISA.



Section 5.13 Security Offerings. Neither Borrower nor anyone acting on its behalf has directly or
indirectly offered any Note or similar instrument or security for sale to any person or solicited from any
person any offer to buy any such instrument or security or approached or negotiated with any person concerning any such instrument or security in any manner which would violate any applicable state or
federal securities laws, including without limitation, the Securities Act of 1933, as amended.

Section 5.14 Investment Company; Public Utility Holding Company. Borrower is not (a) an
"investment company" or a company "controlled" by an investment company within the meaning of the Investment Company Act of 1940, as amended; or (b) a "holding company" or a "subsidiary
company" of a "holding company" or an "affiliate" of either a "holding company" or a "subsidiary company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

Section 5.15 Representations as a Whole. This Agreement, the other Loan Documents, the financial
statements referred to in Section 5.7, and all other instruments, documents, certificates and statements furnished to Agent and Lenders by Borrower, taken as a whole, do not contain any untrue
statement of a material fact or omit to state any material fact necessary in order to make the statements contained herein or therein not misleading. Without limiting the foregoing, each of the
representations and warranties made by Borrower in the other Loan Documents is true and correct on and as of the date when made, as of August 31, 1998, and on and as of each date this
representation is deemed made hereunder with the same force and effect as if made on and as of such dates.

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ARTICLE 6  AFFIRMATIVE COVENANTS

So long as Agent or any Lender shall have any Commitment hereunder or there shall be any outstanding Letters of Credit and until payment in full of each Loan
and performance of all other obligations of Borrower under this Agreement and the other Loan Documents, Borrower agrees to do all of the following unless Agent shall otherwise consent in writing.

Section 6.1 Use of Proceeds. The proceeds of the Loans and the Letters of Credit will be used only for
working capital, other general corporate purposes, and for Acquisitions permitted under Section 7.2 and 7.4.

Section 6.2 Preservation of Corporate Existence, Etc.Borrower will, and will cause the Subsidiaries to,
preserve and maintain their corporate existence, rights, franchises and privileges in the jurisdictions of their incorporation and will, and will cause the Subsidiaries to, qualify and remain
qualified as foreign corporations in each jurisdiction where qualification is necessary or advisable in view of their business and operations or the ownership of their properties.

Section 6.3 Visitation Rights. At any reasonable time, and from time to time, Borrower will, and will
cause each Subsidiary to, permit Agent and Lenders to examine and make copies of and abstracts from the records and books of account of and to visit the properties of Borrower and to discuss the
affairs, finances and accounts of Borrower with any of its officers or directors.

Section 6.4 Keeping of Books and Records. Borrower will keep adequate records and books of account in
which complete entries will be made, in accordance with GAAP, reflecting all financial transactions of Borrower.

Section 6.5 Maintenance of Property, Etc.Borrower will maintain and preserve and will cause each
Subsidiary to maintain and preserve all of their respective properties in reasonably good working order and condition, ordinary wear and tear excepted, and will from time to time make all needed
repairs, renewals and replacements so that the efficiency of such properties shall be fully maintained and preserved.

Section 6.6 Compliance with Laws, Etc.Borrower will comply and will cause each Subsidiary to comply in
all material respects with all laws, regulations, rules, and orders of Governmental Authorities applicable to Borrower or any Subsidiary or to their respective operations or property, except any
thereof whose validity is being contested in good faith by appropriate proceedings upon stay of execution of the enforcement thereof.

Section 6.7 Other Obligations. Borrower will pay and discharge and cause each Subsidiary to pay and
discharge before the same shall become delinquent all material Indebtedness, Taxes and other obligations for which Borrower or any Subsidiary is liable or to which their income or property is subject
and all claims for labor and materials or supplies which, if unpaid, might become by law a Lien upon assets of Borrower or any Subsidiary, except any thereof whose validity or amount is being
contested in good faith by Borrower or the Subsidiary in appropriate proceedings with provision having been made to the satisfaction of Agent for the payment thereof in the event the contest is
determined adversely to Borrower or such Subsidiary. In the event any charge is being contested by Borrower or its Subsidiaries as allowed above, Borrower or its Subsidiaries shall establish adequate
reserves against possible liability therefor.

Section 6.8 Insurance. Without limitation on the insurance required by the Security Agreement to be
maintained on the Collateral, Borrower will keep in force and will cause each Subsidiary to keep in force upon all of their respective properties and operations policies of insurance carried with
responsible companies in such amounts and covering all such risks as shall be customary in the industry

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and reasonably satisfactory to Agent. Borrower will on request furnish to Agent certificates of insurance or copies of policies evidencing such coverage.

Section 6.9 Financial Information. Borrower will deliver to Agent in sufficient copies for distribution
to Agent and each Lender:



Section 6.10 Notification. Promptly after learning thereof, Borrower shall notify Agent of (a) any
action, proceeding, investigation or claim against or affecting Borrower or any Subsidiaries instituted

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before any court, arbitrator or Governmental Authority or, to Borrower's knowledge, threatened to be instituted, which might reasonably be determined adversely to Borrower and which, if determined
adversely, would be likely to have a material adverse effect on the financial condition or operations of Borrower, or to impair Agent's or Lenders' lien on Collateral or Borrower's rights therein, or
to result in a judgment or order against Borrower for more than $500,000 in excess of insurance coverage or, when combined with all other pending or threatened claims, more than $500,000 in excess of
insurance coverage; (b) any substantial dispute between Borrower or any Subsidiaries and any Governmental Authority; (c) any labor controversy which has resulted in or, to Borrower's
knowledge, threatens to result in a strike which would materially affect the business operations of Borrower or any Subsidiary; (d) if Borrower or any member of the Controlled Group gives or is
required to give notice to the PBGC of any "reportable event" (as defined in subsections (b)(1),(2),(5) or (6) of Section 4043 of ERISA) with respect to any Plan (or the Internal Revenue
Service gives notice to the PBGC of any "reportable event" as defined in subsection (c)(2) of Section 4043 of ERISA and Borrower obtains knowledge thereof) which might constitute grounds for a
termination of such Plan under Title IV of ERISA, or knows that the plan administrator of any Plan has given or is required to give notice of any such reportable event, a copy of the notice of such
reportable event given or required to be given to the PBGC; and (e) the occurrence of any Event of Default or Default. In the case of the occurrence of an Event of Default or Default, Borrower
will deliver to Agent an Officer's Certificate specifying the nature thereof, the period of existence thereof, and what action Borrower proposes to take with respect thereto.

Section 6.11 Additional Payments; Additional Acts. From time to time, Borrower will (a) pay or
reimburse Agent and Lenders on request for all Taxes (other than Taxes imposed on the net or gross income of Agent or Lenders) imposed on any Loan Document or payment and for all reasonable expenses,
including legal fees, incurred by Agent or any Lender in connection with the preparation of the Loan Documents or the making or administration of the Loans, or the issuance of any Letter of Credit;
(b) pay or reimburse Agent and any Lender for all reasonable expenses, including legal fees, incurred by Agent or any Lender in connection with the enforcement by judicial proceedings or
otherwise of any of the rights of Agent or any Lender under the Loan Documents (including the enforcement or protection of Agent's or any Lender's rights in any bankruptcy or any insolvency
proceeding); (c) obtain and promptly furnish to Agent evidence of all such Government Approvals as may be required to enable Borrower to comply with its obligations under the Loan Documents and
to continue in business as conducted without material interruption or interference; and (d) execute and deliver all such instruments (such as Uniform Commercial Code continuation statements)
and perform all such other acts as Agent or any Lender may reasonably request to carry out the transactions contemplated by the Loan Documents and to maintain the continuous perfection and priority of
Agent's lien on all Collateral.

Section 6.12 Fixed Charge Coverage Ratio. For any four consecutive fiscal quarters, Borrower shall
maintain, on a consolidated basis, a Fixed Charge Coverage Ratio of at least 1.50 to 1. "Fixed Charge Coverage Ratio" shall mean the quotient obtained by dividing (a) the sum of Cash Flow by
(b) the sum of Fixed Charges. "Cash Flow" shall mean Borrower's net income after taxes, plus interest expense, depreciation and amortization, and less the aggregate amount of any dividends
issued. "Fixed Charges" shall mean Borrower's interest expense, plus its current portion of any long-term debt.

Section 6.13 Funded Debt Ratio. As of the end of each fiscal quarter, Borrower shall maintain, on a
consolidated basis, a Funded Debt Ratio of not more than 4.25 to 1. As used herein "Funded Debt Ratio" shall mean as of the end of any fiscal quarter, the quotient obtained by dividing (a) the
Funded Debt as of the end of such fiscal quarter by (b) the EBITDA for such quarter and the three immediately preceding fiscal quarters, plus, in the event that Borrower has acquired any
Subsidiaries during such fiscal quarter or during the immediately preceding three fiscal quarters, the EBITDA of such Subsidiaries from the first day of the immediately preceding three fiscal quarters
through the date

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of acquisition of each Subsidiary. "EBITDA" shall mean pre-tax net income (or pre-tax net loss), plus, the sum of (i) interest expense, (ii) depreciation expense,
(iii) depletion expense, and (iv) amortization expense.

Section 6.14 Minimum Net Worth. Borrower shall maintain, on a consolidated basis, as at the end of each fiscal
quarter, a Tangible Net Worth equal to or greater than the then applicable Minimum Net Worth. "Minimum Net Worth" shall mean $27,800,000, plus cumulative quarterly increases equal to fifty percent
(50%) of Borrower's net income for all fiscal quarters ending on or after July 31, 1999, excluding any adjustments thereto for losses, plus all amounts contributed to Borrower as equity at any
time after September 1, 1999.

Section 6.15 Debt to Tangible Net Worth Ratio. Borrower shall maintain, on a consolidated basis, a ratio
of Debt to Tangible Net Worth of not more than (a) 3.70 to 1 as at the fiscal quarters ending April 30, 2000, July 31, 2000, October 31, 2000 and January 31, 2001;
(b) 3.10 to 1 as at the fiscal quarters ending April 30, 2001, July 31, 2001, October 31, 2001 and January 31, 2002; and (c) 2.60 to 1 as at the fiscal
quarters ending April 30, 2002 and thereafter. As used herein, "Debt" shall mean, on a consolidated basis, all liabilities of Borrower as determined and computed in accordance with GAAP other
than Senior Unsecured Debt, Subordinated Debt, and for clarification purposes only, minority interests.

Section 6.16 Guaranties and Security Agreements from Subsidiaries. After any entity becomes a Domestic
Subsidiary of Borrower, other than those Subsidiaries set forth on Schedule 3 hereto, and unless Agent and the Majority Lenders provide prior written consent to the contrary, such Domestic
Subsidiary shall execute and deliver to Agent, promptly upon Agent's request, (a) a guaranty agreement, unconditionally guarantying Borrower's obligations under the Loan Documents, (b) a
security agreement granting Agent for its benefit and the ratable benefit of Lenders', a first priority and exclusive security interest in all personal property of such Domestic Subsidiary,
(c) a copy of a resolution adopted by the Board of Directors of such Domestic Subsidiary authorizing the execution, delivery, and performance of the guaranty and security agreement, and
(d) such other documents and agreements as Agent may reasonably request. All of the foregoing documents shall be in form and substance satisfactory to Agent. Each such Domestic Subsidiary shall
be referred to herein as a "Guarantor."

Section 6.17 Senior Funded Debt Ratio. Borrower shall maintain, on a consolidated basis, a Senior Funded
Debt Ratio of not more than (a) 4.00 to 1 as at the fiscal quarters ending April 30, 2000 and July 31, 2000; (b) 3.75 to 1 as at the fiscal quarters ending
October 31, 2000; (c) 3.50 to 1 as at the fiscal quarters ending January 31, 2001; (d) 3.25 to 1 as at the fiscal quarters ending April 30, 2001 and July 31,
2001; and (e) 3.00 to 1 as at the fiscal quarters ending October 31, 2001 and thereafter. As used herein, "Senior Funded Debt Ratio" shall mean, as of the end of any fiscal quarter, the
quotient obtained by dividing (A) Senior Funded Debt as of the end of such fiscal quarter by (B) the EBITDA for such quarter and the three immediately preceding fiscal quarters, plus, in the
event that Borrower has acquired any Subsidiaries during such fiscal quarter or during the immediately preceding three fiscal quarters, the
EBITDA of such Subsidiaries from the first day of the immediately preceding three fiscal quarters through the date of acquisition of each Subsidiary. "EBITDA" shall mean pre-tax net income
(or pre-tax net loss),plus, the sum of (i) interest expense, (ii) depreciation expense, (iii) depletion expense, and
(iv) amortization expense.

Section 6.18 Update of Collateral. From time to time, Agent may request that Borrower supplement
Schedule 1 of the Security Agreement to include: (i) any new patent, patent applications, trademarks or trademark applications acquired by Borrower after the date hereof; and/or
(ii) any copyrights in which Borrower then has any interest. Borrower shall promptly and fully comply with any such request and, if requested by Agent, Borrower shall sign such new security
agreements or documents, and shall take such other actions, as Agent may reasonably request to create and perfect a

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security interest in favor of Bank of America in its capacity as agent under the Security Agreement and to establish and ensure the first priority of such security interest.

ARTICLE 7  NEGATIVE COVENANTS

So long as Agent or any Lender shall have any Commitment hereunder or there shall be any outstanding Letters of Credit and until payment in full of each Loan
and performance of all other obligations of Borrower under this Agreement and the other Loan Documents, Borrower agrees that it will not do any of the following unless Agent shall otherwise consent in
writing, such consent not to be unreasonably withheld.

Section 7.1 Dividends, Purchase of Stock, Etc.During the continuance of any Default or Event of Default,
or if such payment or distribution would result in a Default or Event of Default, Borrower shall not, and shall cause each Subsidiary to not, (a) declare or pay any dividend (except dividends
payable in its capital stock) on any shares of any class of its capital stock or (b) apply any assets to the purchase, redemption or other retirement of, or set aside any sum for the payment of
any dividends on or for the purchase, redemption or other retirement of, or make any other distribution by reduction of capital or otherwise in respect of, any shares of any class of capital stock of
Borrower.

Section 7.2 Liquidation, Merger, Sale of Assets. Neither Borrower nor any Guarantor shall liquidate,
dissolve or enter into any consolidation, joint venture, partnership or other combination or sell, lease, or dispose of (including through transfers to any Subsidiary that has not executed a guaranty
and security agreement pursuant to Section 6.16) all or any substantial portion of its business or assets or of any Collateral (excepting sales of goods in the ordinary course of business).
Neither Borrower nor any Guarantor shall merge with any other person except that the Borrower or Guarantor may merge with another person engaged in business similar or related to Borrower's providedthat (a) such a merger is an Acquisition, (b) prior to such Acquisition, no Default or Event of Default has occurred nor is
continuing and such Acquisition shall not cause a Default or an Event of Default hereunder, (c) ten (10) days prior to such Acquisition, Borrower provides to Agent and each Lender
written notice of such Acquisition and evidence that such Acquisition complies with the terms and conditions contained herein, and (d) the amount of such Acquisition, together with the amount
of all other acquisitions consummated within the twelve (12) consecutive months (including all other Acquisitions by merger or otherwise as permitted under this Section 7.2 and
Section 7.4 hereof), does not exceed $10,000,000.

Section 7.3 Indebtedness. Neither Borrower nor any Guarantor shall create, incur or become liable for any
Indebtedness except (a) the Loans and Indebtedness hereunder in respect of the Letters of Credit and Swap Documents, (b) existing Indebtedness reflected on the balance sheets referred to
in Section 5.7, (c) current accounts payable or accrued or other current liabilities incurred by Borrower or Guarantor in the ordinary course of business, (d) indebtedness for the
deferred purchase price, or for obligations under leases, of real and personal property used by Borrower or Guarantor in its business, (e) Indebtedness incurred in respect of any Acquisition
permitted under Section 7.2 or 7.4, which, in the aggregate, measured on any rolling twelve (12) month period, does not exceed Five Million Dollars ($5,000,000), (f) Senior
Unsecured Debt and Subordinated Debt which when taken together do not exceed, in the aggregate, at any one time outstanding, Twenty-Five Million Dollars ($25,000,000), and (g) any
amounts owing under the Supplemental Credit Agreement.

Section 7.4 Guaranties, Etc.Except for the guaranties set forth on Schedule 4 hereto, neither
Borrower nor any Guarantor shall assume, guaranty, endorse or otherwise become directly or contingently liable for, or obligated to purchase, pay or provide funds for payment of, any obligation or
Indebtedness of
any other person, other than by endorsement of negotiable instruments for deposit or collection or by similar transactions in the ordinary course of business.

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Section 7.5 Liens. Neither Borrower nor any Guarantor shall create, assume or suffer to exist any Lien
except (a) liens pursuant to the Security Agreement, (b) existing Liens reflected in the balance sheet referred to in Section 5.7, (c) Liens described on Schedule 5
hereto, and (d) with respect to any Guarantor, liens pursuant to the security agreements required under Section 6.16.

Section 7.6 Investments. Borrower shall not make any loan or advance to any person or purchase or
otherwise acquire the capital stock, assets or obligations of, or any interest in, any person, except (a) commercial bank time deposits maturing within one year, (b) marketable general
obligations of the United States or a State or marketable obligations fully guaranteed by the United States, (c) short-term commercial paper with the highest rating of a generally
recognized rating service, (d) the Acquisition of Spearhead Automated Systems, Inc., or (e) an Acquisition of another person engaged in business similar or related to Borrower's providedthat (i) prior to such Acquisition, no Default or Event of Default has occurred nor is continuing and such Acquisition shall not cause a
Default or an Event of Default hereunder, (ii) ten (10) days prior to such Acquisition, Borrower provides to Agent and each Lender written notice of such Acquisition and evidence that
such Acquisition complies with the terms and conditions contained herein, and (iii) the amount of such Acquisition, together with the amount of all other acquisitions consummated within the
twelve (12) consecutive months (including any Acquisitions by merger as permitted under Section 7.2 hereof), does not exceed $10,000,000.

Section 7.7 Operations. Borrower shall not engage in any activity which is substantially different from
or unrelated to the present business activities or products of Borrower.

Section 7.8 ERISA Compliance. Neither Borrower nor any member of the Controlled Group nor any Plan will:



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Section 7.9 Senior Unsecured Debt. Borrower shall maintain no funds on deposit with, shall not acquire
any certificates of deposit or other financial instruments from, nor hold any Indebtedness owing to Borrower by, any Senior Unsecured Bank unless such Senior Unsecured Bank shall first have executed a
written agreement in favor of Lenders (in form and substance acceptable to Lenders) subordinating or waiving its rights to set-off or to assert any "bankers lien." Borrower shall comply at
all times with all terms and conditions set forth in any document or instrument evidencing any Senior Unsecured Debt and shall take all other actions as may be necessary to ensure that at all times
(before or after the expiration of any applicable grace periods), no Senior Unsecured Bank shall have the right to accelerate the maturity of any installment of the Senior Unsecured Debt.

ARTICLE 8  EVENTS OF DEFAULT

Section 8.1 Events of Default. The occurrence of any of the following events
shall constitute an "Event of Default" hereunder.



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Section 8.2 Consequences of Default. If an Event of Default described in Section 8.1(f) or 8.1(g)
shall occur and be continuing, then in any such case, the Commitments shall be immediately terminated and, if any Loans or Letters of Credit shall have been made or issued, the principal of and
interest on the Loans, the face amounts of all issued and outstanding Letters of Credit, and all other sums payable by Borrower under the Loan Documents shall become immediately due and payable all
without notice or demand of any kind.

If
any other Event of Default shall occur and be continuing, then in any such case and at any time thereafter so long as any such Event of Default shall be continuing,
(i) Agent shall at the request, or may with the consent, of the Majority Lenders immediately terminate the Commitments, and, if any Revolving Loans or Letters of Credit shall have been made or
issued, Agent shall at the request, or may with the consent, of the Majority Lenders declare the principal of and the interest on the Revolving Loans, the face amounts of all issued and outstanding
Letters of Credit, and all other sums payable by Borrower under the Loan Documents with respect to such Revolving Loans and Letters of Credit immediately due, whereupon the same shall become
immediately due and payable all without protest, presentment, notice or demand, all of which Borrower expressly waives, and (ii) Agent shall at the request, or may with the consent, of the
Sweepline Bank or Multi-Currency Bank, terminate the Sweepline Commitment and the Multi-Currency Commitment, as applicable, and declare the principal of and the interest on the Sweepline Loans and the
Multi-Currency Loans, and all other sums payable by Borrower under the Loan Documents with respect to such Sweepline Loans and Multi-Currency Loans immediately due, whereupon the same shall become
immediately due and payable all without protest, presentment, notice or demand, all of which Borrower expressly waives.

Regardless
of whether Borrower's obligations to repay the Loans and Letters of Credit have been accelerated pursuant to the preceding sentences, Agent shall at the request, or may
with the consent, of the Majority Lenders realize on any or all of the Collateral by exercising any remedies provided in any Security Document or otherwise provided by law. Amounts paid or received
hereunder in respect of issued and outstanding Letters of Credit which exceed amounts paid by Agent under such Letters of Credit shall be held (and applied) as cash collateral to secure the
performance of all obligations of Borrower owing to Agent and Lenders hereunder and under the other Loan Documents. Agent and Lenders may exercise or pursue any remedy or cause of action permitted by
this Agreement, the Notes, and any other Loan Document or applicable law. The rights and remedies provided by law, this Agreement, the Notes and the other Loan Documents are cumulative and non
exclusive, and the exercise or partial exercise of any right, power or remedy hereunder shall not preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

ARTICLE 9  AGENT

Section 9.1 Authorization and Action. Each Lender hereby appoints and authorizes
Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to Agent by the terms hereof, together with such powers as are reasonably incidental
thereto. Agent shall have no duties or responsibilities except those expressly set forth in this Agreement. The duties of Agent shall be mechanical and administrative in nature; Agent shall not have
by reason of this Agreement a fiduciary relationship in respect of any Lender; and nothing in this Agreement or the
other Loan Documents, expressed or implied, is intended to or shall be so construed as to impose upon Agent any obligations in respect of this Agreement or the other Loan Documents except as expressly

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set forth herein. As to any matters not expressly provided for by this Agreement, including enforcement or collection of the Loans and Letters of Credit, Agent shall not be required to exercise any
discretion or take any action, but shall be required to act or to refrain from acting (and shall be fully protected in so acting or refraining) upon the instructions of the Majority Lenders, and such
instructions shall be binding upon all Lenders,providedthat Agent shall not be required to take any action which exposes Agent to personal liability
or which is contrary to the Loan Documents or applicable law andprovided, further, that without the consent of all Lenders, Agent shall not change or
modify any Lender's Commitment, the definition of "Majority Lenders", the timing or rates of interest payments, the timing or amounts of principal payments due in respect of Loans and Letters of
Credit, andprovided, further, that the terms of Section 2.5, Article 3, this Article 9 and Article 10 shall not be amended
without the prior written consent of Agent (acting for its own account). In the absence of instructions from the Majority Lenders, Agent shall have authority (but no obligation), in its sole
discretion, to take or not to take any action, unless this Agreement specifically requires the consent of Lenders or the consent of the Majority Lenders and any such action or failure to act shall be
binding on all Lenders. Each Lender and each holder of any Note shall execute and deliver such additional instruments, including powers of attorney in favor of Agent, as may be necessary or desirable
to enable Agent to exercise its powers hereunder.

Section 9.2 Duties and Obligations.



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Section 9.3 Dealings Between Bank of America and Borrower. With respect to its Commitment, the Loans made
by it, and the Letters of Credit issued by it, Bank of America shall have the same rights and powers under this Agreement and the other Loan Documents as any other Lender and may exercise the same as
though it were not Agent, and the term "Lender" as used herein and in the other Loan Documents shall unless otherwise expressly indicated include Bank of America in its individual capacity. Bank of
America may accept deposits from, lend money to, act and generally engage in any kind of business with Borrower and any person which may do business with Borrower, all as if Bank of America were not
Agent hereunder and without any duty to account therefor to Lenders.

Section 9.4 Lender Credit Decision. Each Lender acknowledges that it has, independently and without
reliance upon Agent or the other Lenders and based upon such documents and information as it has deemed appropriate, made its own credit analysis and decision to enter into this Agreement and the
other Loan Documents. Each Lender also acknowledges that it will, independently and without reliance upon Agent or the other Lenders and based upon such documents and information as it shall deem
appropriate at the time, continue to make its own credit decisions in taking or not taking action under this Agreement and the other Loan Documents.

Section 9.5 Indemnification. Each Lender agrees to indemnify Agent (to the extent not reimbursed by
Borrower) ratably, in the same proportion as its Pro Rata Share, from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, costs, expenses or
disbursements of any kind or nature whatsoever which may be imposed on, incurred by or asserted against Agent in any way relating to or arising out of this Agreement or any other Loan Document or any
action taken or omitted by Agent under this Agreement or any other Loan Document, except any such as result from Agent's gross negligence or willful misconduct. Without limiting the foregoing, each
Lender agrees to reimburse Agent promptly on demand ratably, in the same proportion as its Pro Rata Share, for any out-of-pocket expenses, including legal fees, incurred by
Agent in connection with the administration or enforcement or preservation of any rights under any Loan Document (to the extent that Agent is not reimbursed for such expenses by Borrower).

Section 9.6 Successor Agent. Agent may give written notice of resignation at any time to Lenders and may
be removed at any time with cause by the Majority Lenders. If Agent shall have resigned or been removed in accordance with the terms of this Section 9.6, the Majority Lenders shall have the
right to appoint a successor Agent. If no successor Agent shall have been so appointed by Lenders and shall have accepted such appointment within thirty (30) days after the retiring Agent's
giving of notice of resignation or the Majority Lenders' removal of the retiring Agent, then the retiring Agent may on behalf of Lenders, appoint a successor Agent, which shall be one of Lenders or a
bank organized under the laws of the United States or of any state thereof, or any affiliate of such bank, and having a combined capital and surplus of at least Five Hundred Million Dollars
($500,000,000). Upon the acceptance of any appointment as Agent hereunder by a successor Agent, such successor Agent shall thereupon succeed to and become vested with all the rights, powers,
privileges and duties of the

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retiring Agent, and the retiring Agent shall be discharged from its duties and obligations under this Agreement. Until the acceptance by such a successor Agent, the retiring Agent shall continue as
"Agent" hereunder. After any retiring Agent's resignation or removal hereunder as Agent shall become effective, the provisions of this Agreement shall inure to its benefit as to any actions taken or
omitted to be taken by it while it was Agent under this Agreement. Any person into which Agent may be merged or converted or with which it may be consolidated or any person resulting from any merger,
conversion or consolidation to which it shall be a party or any person to which Agent may sell or transfer all or substantially all of its agency relationships shall be the successor to Agent
hereunder without the execution or filing of any paper or further act, anything herein to the contrary notwithstanding.

ARTICLE 10  LETTER OF CREDIT RISK PARTICIPATIONS

Section 10.1 Sale of Risk Participations. Agent agrees to sell to Lenders, and
upon issuance of any Letter of Credit hereunder each Lender shall be deemed to have unconditionally and irrevocably purchased from Agent, an undivided risk participation in such Letter of Credit in
proportion to such Lender's Pro Rata Share.

Section 10.2 Notice to Lenders. Via telephone, telex, or facsimile, Agent will promptly advise each
Lender of each Letter of Credit issued hereunder. Agent shall not have any duty to ascertain or to inquire as to the accuracy of the information furnished by Borrower, or accuracy of the
representations and warranties made by Borrower in any request for the issuance of such Letter of Credit nor shall Agent have any duty to confirm that all conditions precedent to the issuance of such
Letter of Credit have been fully satisfied.

Section 10.3 Payment Obligations.



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ARTICLE 11  MISCELLANEOUS

Section 11.1 No Waiver; Remedies Cumulative. No failure by Agent or any Lender to
exercise, and no delay in exercising, any right, power or remedy under this Agreement or any other Loan Document shall operate as a waiver thereof, nor shall any single or partial exercise of any
right, power or remedy under this Agreement or any other Loan Document preclude any other or further exercise thereof or the exercise of any other right, power, or remedy. The exercise of any right,
power, or remedy shall in no event constitute a cure or waiver of any Event of Default this Agreement or any other Loan Document or prejudice the rights of Agent or Lenders in the exercise of any
right hereunder or thereunder. The rights and remedies provided herein and therein are cumulative and not exclusive of any right or remedy provided by law.

Section 11.2 Governing Law. This Agreement and the other Loan Documents shall be governed by and
construed in accordance with the laws of the State of Washington, U.S.A.

Section 11.3 Mandatory Arbitration.



37

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Section 11.4 Consent to Jurisdiction; Waiver of Immunities. Borrower, Agent and Lenders hereby
irrevocably submit to the nonexclusive jurisdiction of any state or federal court sitting in Seattle, King County, Washington, in any action or proceeding brought to enforce or otherwise arising out
of or relating to any Loan Document and irrevocably waive to the fullest extent permitted by law any objection which they may now or hereafter have to the laying of venue in any such action or
proceeding in any such forum, and hereby further irrevocably waive any claim that any such forum is an inconvenient forum. Borrower agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in any other jurisdiction by suit on the judgment or in any other manner provided by law. Nothing in this Section 11.4 shall impair the right of any party to
request or demand arbitration under Section 11.3 or the right of Agent or a Lender or the holder of any Note to bring any action or proceeding against Borrower or its property in the courts of
any other jurisdiction, and Borrower irrevocably submits to the nonexclusive jurisdiction of the appropriate courts of the jurisdiction in which Borrower is incorporated or sitting and any place where
property or an office of Borrower is located.

Section 11.5 Notices. All notices and other communications provided for in any Loan Document shall be in
writing or (unless otherwise specified) by telex, telefax or cable and shall be mailed (with first class postage prepaid) or sent or delivered to each party at the address or telefax number set forth
under its name on the signature page hereof, or at such other address as shall be designated by such party in a written notice to each other party. Except as otherwise specified all notices sent by
mail, if duly given, shall be effective three (3) Business Days after deposit into the mails, all notices sent by a nationally recognized overnight courier service, if duly given, shall be
effective one (1) Business Day after delivery to such courier service, and all other notices and communications if duly given or made shall be effective upon receipt. Neither Agent nor any
Lender shall incur any liability to Borrower for actions taken in reliance on any telephonic notice referred to in this Agreement which Agent believes in good faith to have been given by a duly
authorized officer or other person authorized to borrow or give such telephonic notice hereunder on behalf of Borrower.

38

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Section 11.6 Assignment and Participations. This Agreement shall be binding upon and inure to the benefit
of the parties and their respective Successors and assigns, except that Borrower may not assign or otherwise transfer all or any part of its rights or obligations hereunder without the prior written
consent of Agent and the Majority Lenders, and any such assignment or transfer purported to be made without such consent shall be ineffective. Lenders may at any time assign or otherwise transfer all
or any part of their respective interests under the Loan Documents (including assignments for security and sales of participations), but only with the prior written consent of Agent and Majority
Lenders, and to the extent of such assignment, the assignee shall have the same rights and benefits against Borrower and otherwise under the Loan Documents (including the right of setoff) as if such
assignee were a Lender.

Section 11.7 Severability. Any provision of this Agreement or any other Loan Document which is prohibited
or unenforceable in any jurisdiction shall as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or
affecting the validity or enforceability of such provision in any other jurisdiction. To the extent permitted by applicable law, the parties waive any provision of law which renders any provision
hereof prohibited or unenforceable in any respect.

Section 11.8 Survival. The representations, warranties and indemnities of Borrower in favor of Agent and
Lenders shall survive indefinitely and, without limiting the foregoing, shall survive the execution and delivery of this Agreement and the other Loan Documents, the making of any Loans, the issuance
of any Letters of Credit the expiration of the Commitments and the repayment of all amounts due under the Loan Documents.

Section 11.9 Executed in Counterparts. The Loan Documents may be executed in any number of counterparts
and by different parties in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement.

Section 11.10 Entire Agreement; Amendment, Etc.This Agreement together with the schedules and exhibits
hereto comprise the entire agreement of the parties and may not be amended or modified except by written agreement of Borrower and Agent executed in conformance with the terms hereof. No provision of
this Agreement may be waived except in writing and then only in the specific instance and for the specific purpose for which given.

Section 11.11 Headings. The headings of the various provisions of this Agreement are for convenience of
reference only, do not constitute a part hereof, and shall not affect the meaning or construction of any provision hereof.

Section 11.12 Oral Agreements Not Enforceable.



Section 11.13 Reaffirmation of Loan Documents. Borrower hereby reaffirms all of its obligations under the
Security Agreement and acknowledges and agrees that: (i) the Security Agreement, in additional to all other obligations purported to be secured thereby, secures all amounts now or hereafter
owing under this Agreement as amended hereby and as amended from time to time hereafter; and (ii) as of the date hereof, Borrower has no defenses to the enforcement of any of the Loan
Documents.

39

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their respective officers or agents thereunto duly authorized as of the date first above written.

| |  | BORROWER: |  | FLOW INTERNATIONAL CORPORATION
| |  | --------- |  | ------------------------------
| |  |           |  |                               
| |  |           |  | By                            
| |  |           |  |                               
| |  |           |  |                               

| |  | Address: |  | 23500 64th Avenue South
Kent, WA 98032
Attn: Stephen D. Reichenbach,
Chief Financial Officer
| |  | -------- |  | --------------------------------------------------------------------------------------------
| |  | Telefax: |  | (253) 813-3311                                                                              

| |  | LENDERS: |  | BANK OF AMERICA, N.A.
| |  | -------- |  | ---------------------
| |  |          |  |                      
| |  |          |  | By                   
| |  |          |  |                      

| |  | Address: |  | Bank of America Tower
WA1-501-35-01
800 Fifth Avenue, Floor 35
Seattle, WA 98104
Attn: William P. Stivers,
Senior Vice President
| |  | -------- |  | --------------------------------------------------------------------------------------------------------------------------------
| |  | Telefax: |  | (206) 450-5709                                                                                                                  

| |  |  |  | U.S. BANK NATIONAL ASSOCIATION
| |  |  |  | ------------------------------
| |  |  |  |                               
| |  |  |  | By                            
| |  |  |  |                               
| |  |  |  |                               

| |  | Address: |  | WWC513
10800 N.E. Eighth Street, Suite 1000
Bellevue, WA 98004
Attn: Alan Forney,
Vice President
| |  | -------- |  | ------------------------------------------------------------------------------------------------
| |  | Telefax: |  | (425) 450-5709                                                                                  

| |  |  |  | KEYBANK NATIONAL ASSOCIATION
| |  |  |  | ----------------------------
| |  |  |  |                             
| |  |  |  | By                          
| |  |  |  |                             
| |  |  |  |                             

| |  | Address: |  | WA-31-10-4674
700 Fifth Avenue, 46th Floor
Seattle, WA 98111
Attn: Jason R. Gill,
Vice President
| |  | -------- |  | ------------------------------------------------------------------------------------------------
| |  | Telefax: |  | (206) 684-6247                                                                                  



40

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| |  | AGENT: |  | BANK OF AMERICA, N.A.
| |  | ------ |  | ---------------------
| |  |        |  |                      
| |  |        |  | By                   
| |  |        |  |                      
| |  |        |  |                      

| |  | Address: |  | Commercial Agency Management
Bank of America Tower
WA1-501-37-20
800 Fifth Avenue, Floor 37
Seattle, WA 98104
Attn: Ken Puro,
Vice President
| |  | -------- |  | --------------------------------------------------------------------------------------------------------------------------------------------
| |  | Telefax: |  | (206) 358-0971                                                                                                                              

41

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SCHEDULE 1    PREPAYMENT FEES

The amount of the fee to be paid pursuant to Section 2.8 shall depend on the following:





42

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CALCULATION OF PAYMENT FEE

If the prime rate is lower than or equal to the applicable rate, there is no payment fee.

If
the applicable rate is lower than the prime rate, the payment fee shall be equal to the difference between the prime rate and the applicable rate (expressed as a decimal),
multiplied by the appropriate factor from the payment fee factor schedule, multiplied by the principal amount of the LIBOR Loan which is prepaid.



Payment
Fee = (.10-.085) × (.41) × ($1,000,000) = $6,150.00

APPLICABLE RATES

The applicable rate is equal to the average interest rate yield at the time of prepayment for U.S. Government Securities having maturities equivalent to the
remaining portion of the Applicable Interest Period.

The
applicable rate shall be determined from the Federal Reserve Statistical Release (Publication H.15(519)) in the "This Week" (most recent week) column under the heading U.S.
Government SecuritiesTreasury BillsSecondary Market, interpolated to the nearest month.

Rates
listed in the Federal Reserve Statistical Release for maturities of less than one year are on a discount rate basis, and these rates shall be converted to a coupon equivalent
basis, based upon a 360-day year. The Statistical Release published on Monday shall be used for calculation of payment fees payable on the following Tuesday through the following Monday,
with appropriate adjustment if the day of publication changes.

PAYMENT FEE FACTOR SCHEDULES

|        |  | Months Remaining in the
Applicable Interest Period for LIBOR Loans(1)
|------- |  | ---------------------------------------------------------------------
|
|Factors |  | 0                                                                    

---

Agent
and Lenders are not required to actually reinvest the paid principal in any U.S. Government Treasury obligations as a condition to receiving a payment fee as calculated above.

43

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SCHEDULE 2    LITIGATION

In addition to a number of product liability matters, all of which involve insured losses, the following contractual dispute is pending:

Barbara Wildner, Robert Wildner, Ark Systems, Inc. and R.J. Wildner Contracting, Inc. v. Flow International Corporation, Spider Staging Corp.,
Ark Systems Products, Inc., Nancy A. Donaue, William Keadle & Michael McNutt; In the United States District Court for the Western District of Pennsylvania, Civil
Action N. 97-15J.

44

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SCHEDULE 3    SUBSIDIARIES

|Subsidiary                              |  | Place of Incorporation or Organization
|--------------------------------------- |  | --------------------------------------
|Flow International Sales Corporation    |  | Guam                                  
|Flow Europe, GmbH                       |  | Germany                               
|Flow Asia Corporation                   |  | Taiwan                                
|Flow Asia International Corporation     |  | Mauritius                             
|Flow Japan Corporation                  |  | Japan                                 
|Foracon Maschinen und Anlagenbau        |  |                                       
|GmbH & CO.KG                            |  | Germany                               
|CEM-FLOW                                |  | France                                
|CIS Acquisition Corporation             |  | Michigan                              
|Robotic Simulations Limited             |  | United Kingdom                        
|Hydrodynamic Cutting Services           |  | Louisiana                             
|Flow Automation Systems Corporation     |  | Ontario                               
|Rampart Waterblast Incorporated         |  | Florida                               
|Spider Staging Corporation              |  | Washington                            
|Power Climber Incorporated              |  | California                            
|Astro Hoist Incorporated                |  | California                            
|Power Operated Staging Incorporated     |  | California                            
|Suspended Scaffold Systems Incorporated |  | California                            
|Scaffold Climber Incorporated           |  | California                            
|Flow Holdings BVBA                      |  | Belgium                               
|Flow Access BVBA                        |  | Belgium                               
|Spider Staging Corporation              |  | Canada                                
|Flow Autoclave Systems, Inc.            |  | Delaware                              

45

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SCHEDULE 4    EXISTING GUARANTIES

The
following are loans that Borrower guarantees:

46

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SCHEDULE 5    LIENS

The following liens, as amended, continued or assigned:

1.  UCC-1
filed on November 29, 1993 with the Washington Department of Licensing against Borrower as debtor by U.S. Bancorp Leasing &
Financial as secured party under Filing No. 933330352 covering certain leased equipment comprised of one new HX3-68-16 EMC Manufactured Harmonex 3 and related equipment
and attachments described therein subject to that certain Lease Agreement dated February 26, 1993.

2.  UCC-1
filed on January 5, 1994 with the Washington Department of Licensing against Borrower as debtor by U.S. Bancorp Leasing & Financial
as secured party under Filing No. 940050161 covering certain leased equipment.

3.  UCC-1
filed on September 15, 1994 with the Washington Department of Licensing against Borrower as debtor by U.S. Bancorp Leasing &
Financial as secured party under Filing No. 942580397 covering certain leased equipment comprised of one new okuma MC-40VB vertical machining center and related controls and
attachments described therein subject to that certain Lease Agreement dated February 26, 1993.

4.  UCC-1
filed on October 28, 1996 with the Washington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to
Sanwa Leasing Corp., as secured party under Filing No. 963020308 covering certain leased equipment comprised of copy machines.

5.  UCC-1
filed on April 25, 1997 with the Washington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to
Sanwa Leasing Corp., as secured party under Filing No. 971150301 covering certain leased equipment comprised of fax machines.

6.  UCC-1
filed on May 19, 1997 with the Washington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to Sanwa
Leasing Corp., as secured party under Filing No. 971390206 covering certain leased equipment comprised of copy machines.

7.  UCC-1
filed on May 27, 1997 with the Washington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to Sanwa
Leasing, as secured party under Filing No. 971470302 covering certain leased equipment comprised of a fax machine.

8.  UCC-1
filed on July 10, 1997 with the Washington Department of Licensing against Borrower as debtor by PCL Leasing Corporation, assigned to U.S.
Bank of Washington, as secured party, under Filing No. 971910496 covering certain leased equipment comprised of Compaq computer systems.

9.  UCC-1
filed on July 10, 1997 with the Washington Department of Licensing against Borrower as debtor by PCL Leasing Corporation, assigned to U.S.
Bank of Washington, as secured party, under Filing No. 971910497 covering certain leased equipment comprised of IBM computer systems.

10. UCC-1
filed on August 25, 1997 with the Washington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to
Sanwa Leasing Corp., as secured party under Filing No. 972370362 covering certain leased equipment comprised of a copy machine.

11. UCC-1
filed on March 23, 1998 with the Washington Department of Licensing against Borrower as debtor by Panasonic Communications, assigned to
Sanwa Leasing Corp., as secured party under Filing No. 980820100 covering certain leased equipment comprised of a fax machine.

47

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EXHIBIT A-1  (to Amended and Restated Credit Agreement)    REVOLVING LOAN NOTE(U.S. Bank National Association)

|$25,000,000 |  |  |  | December 29, 2001  
|----------- |  |  |  | -------------------
|            |  |  |  | Seattle, Washington

FOR
VALUE RECEIVED, the undersigned, FLOW INTERNATIONAL CORPORATION, a Washington corporation, and any Successor ("Borrower"), hereby promises to pay to the order of U.S. BANK
NATIONAL ASSOCIATION ("Lender") the unpaid principal balance of all Revolving Loans evidenced by this Note in a maximum principal amount not to exceed Twenty-Five Million Dollars
($25,000,000) at any one time outstanding, together with interest thereon from the date advanced until paid as hereinafter provided. This Note is one of the Notes issued by Borrower pursuant to that
certain Amended and Restated Credit Agreement made as of December 29, 2000, by BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, and KEYBANK NATIONAL ASSOCIATION, as lenders, BANK OF
AMERICA, N.A., as Agent for the lenders, and Borrower (as the same may be amended, modified or restated from time to time, the "Credit Agreement"). This Note amends and restates that certain Revolving
Loan Note dated as of August 31, 1998 in the amount of $25,000,000 executed by Borrower in favor of Lender. Capitalized terms not otherwise defined in this Note shall have the meanings set
forth in the Credit Agreement.

Borrower
further agrees as follows:

1.  This
Note evidences a revolving line of credit to Borrower from Lender and, subject to the terms and conditions of the Credit Agreement, Borrower may borrow, repay
and reborrow up to the maximum principal amount hereof at any time on or before the Revolving Maturity Date.

2.  On
the Revolving Maturity Date, Borrower shall repay the entire outstanding principal balance of the Revolving Loans.

3.  Interest
shall accrue on the unpaid principal balance of all Revolving Loans evidenced by this Note from the date advanced until due at the Applicable Interest Rate
as determined and as provided pursuant to Section 2.7 of the Credit Agreement, and if default shall occur in the payment when due of principal under this Note, from maturity until it is paid in
full at a per annum rate equal to three percent (3%) above the Base Rate (changing as the Base Rate changes). Computations of interest shall be made on the basis of a year of three hundred sixty
(360) days, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Interest shall be payable in arrears
on the first Business Day of each calendar month, at maturity and at such other times as are specified in the Credit Agreement.

4.  The
unpaid principal balance shall be the total amount advanced hereunder, less the amount of the principal payments made hereon. This Note is given to avoid the
execution of an individual note for each Revolving Loan by Lender to Borrower.

5.  All
payments and prepayments of principal and interest on this Note shall be made to Agent at its Commercial Loan Processing Center, in Dollars, as provided in
Section 2.10 of the Credit Agreement.

6.  Each
maker, surety, guarantor and endorser of this Note expressly waives all notices, demands for payment, presentations for payment, notices of intention to
accelerate the maturity, protest and notice of protest as to this Note.

7.  In
the event this Note is placed in the hands of an attorney for collection, or suit is brought on the same, or the same is collected through bankruptcy or other
judicial proceedings, then Borrower

1

---

agrees and promises to pay reasonable attorney's fees and collection costs, including all out-of-pocket expenses incurred by Lender.

8.  Moneys
received from or for the account of Borrower or from any collateral shall be applied in accordance with the terms of the Credit Agreement.

9.  This
Note has been executed and delivered in and shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A.

10. Upon
the occurrence of an Event of Default, the entire remaining unpaid balance of the principal and interest of the loans evidenced hereby may, at the option of
the Majority Lenders (or as otherwise provided in the Credit Agreement), be declared to be immediately due and payable.

11. This
Note is subject to the terms of the Credit Agreement and is secured by the Collateral granted pursuant to the Security Agreement.

| |  | FLOW INTERNATIONAL CORPORATION
| |  | ------------------------------
| |  |                               
| |  | By                            
| |  |                               
| |  |                               
| |  |                               

2

---



EXHIBIT A-2  (to Amended and Restated Credit Agreement)    REVOLVING LOAN NOTE(Bank of America, N.A.)

|$35,000,000 |  |  |  | December 29, 2000  
|----------- |  |  |  | -------------------
|            |  |  |  | Seattle, Washington

FOR
VALUE RECEIVED, the undersigned, FLOW INTERNATIONAL CORPORATION, a Washington corporation, and any Successor ("Borrower"), hereby promises to pay to the order of BANK OF AMERICA,
N.A. ("Lender") the unpaid principal balance of all Revolving Loans evidenced by this Note in a maximum principal amount not to exceed Thirty-Five Million Dollars ($35,000,000) at any one
time outstanding, together with interest thereon from the date advanced until paid as hereinafter provided. This Note is one of the Notes issued by Borrower pursuant to that certain Amended and
Restated Credit Agreement made as of December 29, 2000, by BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, and KEYBANK NATIONAL ASSOCIATION, as lenders, BANK OF AMERICA, N.A., as Agent
for the lenders, and Borrower (as the same may be amended, modified or restated from time to time, the "Credit Agreement"). This Note amends and restates that certain Revolving Loan Note dated as of
August 31, 1998 in the amount of $45,000,000 executed by Borrower in favor of Lender. Capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Credit
Agreement.

Borrower
further agrees as follows:

1.  This
Note evidences a revolving line of credit to Borrower from Lender and, subject to the terms and conditions of the Credit Agreement, Borrower may borrow, repay
and reborrow up to the maximum principal amount hereof at any time on or before the Revolving Maturity Date.

2.  On
the Revolving Maturity Date, Borrower shall repay the entire outstanding principal balance of the Revolving Loans.

3.  Interest
shall accrue on the unpaid principal balance of all Revolving Loans evidenced by this Note from the date advanced until due at the Applicable Interest Rate
as determined and as provided pursuant to Section 2.7 of the Credit Agreement, and if default shall occur in the payment when due of principal under this Note, from maturity until it is paid in
full at a per annum rate equal to three percent (3%) above the Base Rate (changing as the Base Rate changes). Computations of interest shall be made on the basis of a year of three hundred sixty
(360) days, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Interest shall be payable in arrears
on the first Business Day of each calendar month, at maturity and at such other times as are specified in the Credit Agreement.

4.  The
unpaid principal balance shall be the total amount advanced hereunder, less the amount of the principal payments made hereon. This Note is given to avoid the
execution of an individual note for each Revolving Loan by Lender to Borrower.

5.  All
payments and prepayments of principal and interest on this Note shall be made to Agent at its Commercial Loan Processing Center, in Dollars, as provided in
Section 2.10 of the Credit Agreement.

6.  Each
maker, surety, guarantor and endorser of this Note expressly waives all notices, demands for payment, presentations for payment, notices of intention to
accelerate the maturity, protest and notice of protest as to this Note.

7.  In
the event this Note is placed in the hands of an attorney for collection, or suit is brought on the same, or the same is collected through bankruptcy or other
judicial proceedings, then Borrower

1

---

agrees and promises to pay reasonable attorney's fees and collection costs, including all out-of-pocket expenses incurred by Lender.

8.  Moneys
received from or for the account of Borrower or from any collateral shall be applied in accordance with the terms of the Credit Agreement.

9.  This
Note has been executed and delivered in and shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A.

10. Upon
the occurrence of an Event of Default, the entire remaining unpaid balance of the principal and interest of the loans evidenced hereby may, at the option of
the Majority Lenders (or as otherwise provided in the Credit Agreement), be declared to be immediately due and payable.

11. This
Note is subject to the terms of the Credit Agreement and is secured by the Collateral granted pursuant to the Security Agreement.

| |  | FLOW INTERNATIONAL CORPORATION
| |  | ------------------------------
| |  |                               
| |  | By                            
| |  |                               
| |  |                               
| |  |                               

2

---



EXHIBIT A-3  (to Amended and Restated Credit Agreement)    REVOLVING LOAN NOTE(KeyBank National Association)

|$20,000,000 |  |  |  | December 29, 2000  
|----------- |  |  |  | -------------------
|            |  |  |  | Seattle, Washington

FOR
VALUE RECEIVED, the undersigned, FLOW INTERNATIONAL CORPORATION, a Washington corporation, and any Successor ("Borrower"), hereby promises to pay to the order of KEYBANK NATIONAL
ASSOCIATION ("Lender") the unpaid principal balance of all Revolving Loans evidenced by this Note in a maximum principal amount not to exceed Twenty Million Dollars ($20,000,000) at any one time
outstanding, together with interest thereon from the date advanced until paid as hereinafter provided. This Note is one of the Notes issued by Borrower pursuant to that certain Amended and Restated
Credit Agreement made as of December 29, 2000, by BANK OF AMERICA N.A., and U.S. BANK NATIONAL ASSOCIATION, as lenders, BANK OF AMERICA N.A., as Agent for the lenders, and Borrower (as the same
may be amended, modified or restated from time to time, the "Credit Agreement"). Capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Credit Agreement.

Borrower
further agrees as follows:

1.  This
Note evidences a revolving line of credit to Borrower from Lender and, subject to the terms and conditions of the Credit Agreement, Borrower may borrow, repay
and reborrow up to the maximum principal amount hereof at any time on or before the Revolving Maturity Date.

2.  On
the Revolving Maturity Date, Borrower shall repay the entire outstanding principal balance of the Revolving Loans.

3.  Interest
shall accrue on the unpaid principal balance of all Revolving Loans evidenced by this Note from the date advanced until due at the Applicable Interest Rate
as determined and as provided pursuant to Section 2.7 of the Credit Agreement, and if default shall occur in the payment when due of principal under this Note, from maturity until it is paid in
full at a per annum rate equal to three percent (3%) above the Base Rate (changing as the Base Rate changes). Computations of interest shall be made on the basis of a year of three hundred sixty
(360) days, for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Interest shall be payable in arrears
on the first Business Day of each calendar month, at maturity and at such other times as are specified in the Credit Agreement.

4.  The
unpaid principal balance shall be the total amount advanced hereunder, less the amount of the principal payments made hereon. This Note is given to avoid the
execution of an individual note for each Revolving Loan by Lender to Borrower.

5.  All
payments and prepayments of principal and interest on this Note shall be made to Agent at its Commercial Loan Processing Center, in Dollars, as provided in
Section 2.10 of the Credit Agreement.

6.  Each
maker, surety, guarantor and endorser of this Note expressly waives all notices, demands for payment, presentations for payment, notices of intention to
accelerate the maturity, protest and notice of protest as to this Note.

7.  In
the event this Note is placed in the hands of an attorney for collection, or suit is brought on the same, or the same is collected through bankruptcy or other
judicial proceedings, then Borrower agrees and promises to pay reasonable attorney's fees and collection costs, including all out-of-pocket expenses incurred by Lender.

1

---

8.  Moneys received from or for the account of Borrower or from any collateral shall be applied in accordance with the terms of the Credit Agreement.

9.  This
Note has been executed and delivered in and shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A.

10. Upon
the occurrence of an Event of Default, the entire remaining unpaid balance of the principal and interest of the loans evidenced hereby may, at the option of
the Majority Lenders (or as otherwise provided in the Credit Agreement), be declared to be immediately due and payable.

11. This
Note is subject to the terms of the Credit Agreement and is secured by the Collateral granted pursuant to the Security Agreement.

| |  | FLOW INTERNATIONAL CORPORATION
| |  | ------------------------------
| |  |                               
| |  | By                            
| |  |                               
| |  |                               
| |  |                               

2

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EXHIBIT B  (to Amended and Restated Credit Agreement)    MULTI-CURRENCY LOAN NOTE(Bank of America, N.A.)

|$5,000,000 |  |  |  | December 29, 2000  
|---------- |  |  |  | -------------------
|           |  |  |  | Seattle, Washington

FOR
VALUE RECEIVED, the undersigned, FLOW INTERNATIONAL CORPORATION, a Washington corporation, and any Successor ("Borrower"), hereby promises to pay to the order of BANK OF AMERICA,
N.A., ("Lender") the unpaid principal balance of all Multi-Currency Loans evidenced by this Note in a maximum principal amount not to exceed Five Million Dollars ($5,000,000) at any one time
outstanding, together with interest thereon from the date advanced until paid as hereinafter provided. This Note is one of the Notes issued by Borrower pursuant to that certain Amended and Restated
Credit Agreement made as of December 29, 2000, by BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, and KEYBANK NATIONAL ASSOCIATION, as lenders, BANK OF AMERICA, N.A., as Agent for the
lenders, and Borrower (as the same may be amended, modified or restated from time to time, the "Credit Agreement"). This Note amends and restates that certain Multi-Currency Loan Note dated as of
August 31, 1998 in the amount of $5,000,000 executed by Borrower in favor of Lender. Capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Credit
Agreement.

Borrower
further agrees as follows:

1.  This
Note evidences a revolving line of credit to Borrower from Lender and, subject to the terms and conditions of the Credit Agreement, Borrower may borrow, repay
and reborrow up to the maximum principal amount hereof at any time on or before the Multi-Currency Maturity Date.

2.  On
the Multi-Currency Maturity Date, Borrower shall repay the entire outstanding principal balance of the Multi-Currency Loans.

3.  Interest
shall accrue on the unpaid principal balance of all Multi-Currency Loans evidenced by this Note from the date advanced until due at the Multi-Currency Rate
as provided pursuant to Section 2.7 of the Credit Agreement, and if default shall occur in the payment when due of principal under this Note, from maturity until it is paid in full at a per
annum rate equal to three percent (3%) above the Base Rate (changing as the Base Rate changes). Computations of interest shall be made on the basis of a year of three hundred sixty (360) days,
for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Interest shall be payable in arrears on the first
Business Day of each calendar month, at maturity and at such other times as are specified in the Credit Agreement.

4.  The
unpaid principal balance shall be the total amount advanced hereunder, less the amount of the principal payments made hereon. This Note is given to avoid the
execution of an individual note for each Multi-Currency Loan by Lender to Borrower.

5.  All
payments and prepayments of principal and interest on this Note shall be made to Agent at its Commercial Loan Processing Center, in Dollars, as provided in
Section 2.10 of the Credit Agreement.

6.  Each
maker, surety, guarantor and endorser of this Note expressly waives all notices, demands for payment, presentations for payment, notices of intention to
accelerate the maturity, protest and notice of protest as to this Note.

7.  In
the event this Note is placed in the hands of an attorney for collection, or suit is brought on the same, or the same is collected through bankruptcy or other
judicial proceedings, then Borrower

1

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agrees and promises to pay reasonable attorney's fees and collection costs, including all out-of-pocket expenses incurred by Lender.

8.  Moneys
received from or for the account of Borrower or from any collateral shall be applied in accordance with the terms of the Credit Agreement.

9.  This
Note has been executed and delivered in and shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A.

10. Upon
the occurrence of an Event of Default, the entire remaining unpaid balance of the principal and interest of the loans evidenced hereby may, at the option of
the Majority Lenders (or as otherwise provided in the Credit Agreement), be declared to be immediately due and payable.

11. This
Note is subject to the terms of the Credit Agreement and is secured by the Collateral granted pursuant to the Security Agreement.

| |  | FLOW INTERNATIONAL CORPORATION
| |  | ------------------------------
| |  |                               
| |  | By                            
| |  |                               
| |  |                               
| |  |                               

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EXHIBIT C  (to Amended and Restated Credit Agreement)    SWEEPLINE LOAN NOTE(Bank of America, N.A.)

|$5,000,000 |  |  |  | December 29, 2000  
|---------- |  |  |  | -------------------
|           |  |  |  | Seattle, Washington

FOR
VALUE RECEIVED, the undersigned, FLOW INTERNATIONAL CORPORATION, a Washington corporation, and any Successor (the "Borrower"), hereby promises to pay to the order of BANK OF
AMERICA, N.A. ("Lender") the unpaid principal balance of all Sweepline Loans evidenced by this Note in a maximum principal amount not to exceed Five Million Dollars ($5,000,000) at any one time
outstanding, together with interest thereon from the date advanced until paid as hereinafter provided. This Note is one of the Notes issued by Borrower pursuant to that certain Amended and Restated
Credit Agreement made as of December 29, 2000, by BANK OF AMERICA, N.A., U.S. BANK NATIONAL ASSOCIATION, and KEYBANK NATIONAL ASSOCIATION, as lenders, BANK OF AMERICA, N.A., as Agent for the
lenders, and Borrower (as the same may be amended, modified or restated from time to time, the "Credit Agreement"). This Note amends and restates that certain Sweepline Loan Note dated as of
August 31, 1998 in the amount of $5,000,000 executed by Borrower in favor of Lender. Capitalized terms not otherwise defined in this Note shall have the meanings set forth in the Credit
Agreement.

Borrower
further agrees as follows:

1.  This
Note evidences a revolving line of credit to Borrower from Lender and, subject to the terms and conditions of the Credit Agreement, Borrower may borrow, repay
and reborrow up to the maximum principal amount hereof at any time on or before the Sweepline Maturity Date.

2.  On
the Sweepline Maturity Date, Borrower shall repay the entire outstanding principal balance of the Sweepline Loans.

3.  Interest
shall accrue on the unpaid principal balance of all Sweepline Loans evidenced by this Note from the date advanced until due at the Base Rate as provided
pursuant to Section 2.7 of the Credit Agreement, and if default shall occur in the payment when due of principal under this Note, from maturity until it is paid in full at a per annum rate
equal to three percent (3%) above the Base Rate (changing as the Base Rate changes). Computations of interest shall be made on the basis of a year of three hundred sixty (360) days, for the
actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. Interest shall be payable in arrears on the first Business Day of
each calendar month and at maturity.

4.  The
unpaid principal balance shall be the total amount advanced hereunder, less the amount of the principal payments made hereon. This Note is given to avoid the
execution of an individual note for each Sweepline Loan by Lender to Borrower.

5.  All
payments and prepayments of principal and interest on this Note shall be made to Agent at its Commercial Loan Processing Center, in Dollars, as provided in
Section 2.10 of the Credit Agreement.

6.  Each
maker, surety, guarantor and endorser of this Note expressly waives all notices, demands for payment, presentations for payment, notices of intention to
accelerate the maturity, protest and notice of protest as to this Note.

7.  In
the event this Note is placed in the hands of an attorney for collection, or suit is brought on the same, or the same is collected through bankruptcy or other
judicial proceedings, then Borrower

1

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agrees and promises to pay reasonable attorney's fees and collection costs, including all out-of-pocket expenses incurred by Lender.

8.  Moneys
received from or for the account of Borrower or from any collateral shall be applied in accordance with the terms of the Credit Agreement.

9.  This
Note has been executed and delivered in and shall be governed by and construed in accordance with the laws of the State of Washington, U.S.A.

10. Upon
the occurrence of an Event of Default, the entire remaining unpaid balance of the principal and interest of the loans evidenced hereby may, at the option of
the Majority Lenders (or as otherwise provided in the Credit Agreement), be declared to be immediately due and payable.

11. This
Note is subject to the terms of the Credit Agreement and is secured by the Collateral granted pursuant to the Security Agreement.

| |  | FLOW INTERNATIONAL CORPORATION
| |  | ------------------------------
| |  |                               
| |  | By                            
| |  |                               
| |  |                               
| |  |                               

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