Exhibit 10.16

AMENDMENT NUMBER FOUR  TO  AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NUMBER FOUR TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made as of December 14th, 2001, by and among BANK
OF AMERICA, N.A., a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association, KEYBANK NATIONAL ASSOCIATION, a national banking association (the "Lenders"), BANK OF
AMERICA, N.A., as agent for the Lenders (the "Agent"); and FLOW INTERNATIONAL CORPORATION, a Washington corporation ("Borrower").

RECITALS

A.Lenders, Agent and Borrower are parties to that certain Amended and Restated Credit Agreement dated as of
December 29, 2000, as amended by that certain Amendment Number One to Amended and Restated Credit Agreement dated as of February 28, 2001, that certain Amendment Number Two to Amended
and Restated Credit Agreement dated as of May 30, 2001 and that certain Amendment Number Three to Amended and Restated Credit Agreement dated as of July 31, 2001 (the "Credit
Agreement").

B.Borrower has requested that Lenders and Agent amend, among other things, the definitions of "Applicable Percentage" and
"Pricing Level," certain financial covenants and reduce the amount of the Total Revolving Commitment and the Sweepline Commitment, pursuant to the terms and subject to the conditions set forth herein.

NOW,
THEREFORE, the parties hereto agree as follows:

AGREEMENT

1.Definitions.Capitalized terms not otherwise defined in this
Amendment shall have the meaning set forth in the Credit Agreement.

2.Amendment to Credit Agreement.



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

1.30
%
0
%
25 basis pointsII

1.40
%
0
%
25 basis pointsIII

1.75
%
..50
%
30 basis pointsIV

2.50
%
1.00
%
37.5 basis pointsV

3.00
%
1.50
%
50 basis pointsVI

3.50
%
2.00
%
50 basis points


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Pricing Level

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

Less than 1.00:1II

Equal to or greater than 1.00:1 and less than 2.00:1III

Equal to or greater than 2.00:1 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 and less than 4.00:1VI

Equal to or greater than 4.00:1




2

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Lender

Revolving Commitment

Pro Rata ShareBank of America

$
31,600,000

42.13333
%U.S. Bank

$
23,400,000

31.20000
%KeyBank

$
20,000,000

26.66667
%Total Revolving Commitment

$
75,000,000

100.0000
%




3

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4

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3.Amendment Fee to Lenders.Borrower shall pay to the Agent for
the benefit of each Lender, a fee in the amount of fifteen (15) basis points of such Lender's Pro Rata Share of the Total Revolving Commitment, as amended by this Amendment. Borrower's
obligations to pay such fee under this Section 3 shall constitute an amount payable under the Credit Agreement for purposes of Section 8.1(a) thereof.

4.Consent to Repayment of Amounts Owing Under Note
Agreement.The Agent and each Lender hereby consent, for purposes of Section 3.10 of the Intercreditor Agreement, to the acceleration of the repayment of
the obligations owing by Borrower to the Private Lenders under the Note Agreement as and to the extent set forth in Section 2(j) of this Amendment and Section 7.10 of the Credit
Agreement, as added by this Amendment. The Agent and each Lender further agree that the Private Lenders may rely on the written consent set forth in this Section 4, but that nothing in this
Amendment or the Credit Agreement, as amended hereby, shall be construed to create any right, benefit, priority or interest for any Private Lender other than as specifically described in this
Section 4.

5.Conditions to Effectiveness.This Amendment shall become
effective when Borrower, Agent and each Lender have executed and delivered counterparts hereof to Agent and each of the fees described in Section 3 above have been paid in full.

6.Representations and Warranties.Borrower hereby represents
and warrants to the Lenders and Agent that each of the representations and warranties set forth in Article 5 of the Credit Agreement is true and correct in each case as if made on and as of the
date of this Amendment and Borrower expressly agrees that it shall be an additional Event of Default under the Credit Agreement if any representation or warranty made hereunder shall prove to have
been incorrect in any material respect when made.

7.No Further Amendment.Except as expressly modified by the
terms of this Amendment, all of the terms and conditions of the Credit Agreement and the other Loan Documents shall remain in full
force and effect and the parties hereto expressly reaffirm and ratify their respective obligations thereunder.

8.Governing Law.This Amendment shall be governed by and
construed in accordance with the laws of the State of Washington.

9.Counterparts.This Amendment may be executed in any number of
counterparts and by different parties hereto 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.

10.Oral Agreements Not Enforceable.



5

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IN WITNESS WHEREOF, the parties hereto have executed this Amendment Number Four to Amended and Restated Credit Agreement as of the date
first above written.

|BORROWER: |  | FLOW INTERNATIONAL CORPORATION
|--------- |  | ------------------------------
|          |  | By                            
|          |  |                               
|          |  | Name:                         
|          |  | Title:                        
|          |  |                               
|          |  |                               
|          |  | By                            
|          |  |                               
|          |  | Name:                         
|          |  | Title:                        
|          |  |                               
|          |  |                               
|LENDERS:  |  | BANK OF AMERICA, N.A.         
|          |  | By                            
|          |  |                               
|          |  | Name:                         
|          |  | Title:                        
|          |  |                               
|          |  |                               
|          |  | U.S. BANK NATIONAL ASSOCIATION
|          |  | By                            
|          |  |                               
|          |  | Name:                         
|          |  | Title:                        
|          |  |                               
|          |  |                               
|          |  | KEYBANK NATIONAL ASSOCIATION  
|          |  | By                            
|          |  |                               
|          |  | Name:                         
|          |  | Title:                        
|          |  |                               
|          |  |                               
|AGENT:    |  | BANK OF AMERICA, N.A.         
|          |  | By                            
|          |  |                               
|          |  | Name:                         
|          |  | Title:                        

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