AMENDMENT NUMBER TWO  TO  AMENDED AND RESTATED CREDIT AGREEMENT

THIS AMENDMENT NUMBER TWO TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is made as of May 30, 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 First
Amendment to the Amended and Restated Credit Agreement dated as of February 28, 2001 (the "Credit Agreement").

B.  Borrower
intends to enter into the sale of senior subordinated notes with detachable warrants that would be subordinated to the Senior Funded Debt under the Credit
Agreement.

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 definition of "Applicable Percentage". Section 1.1 is hereby amended by deleting the matrix in
the definition of "Applicable Percentage" and replacing it with the following:

Pricing Level

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

Applicable Percentage with respect to the Unused PortionI

1.30%

25 basis pointsII

1.40%

25 basis pointsIII

1.50%

25 basis pointsIV

2.50%

37.5 basis points


3.Amendment to definition of "Base Rate". The definition of Base Rate is hereby deleted entirely and replaced with the
following:



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4.Amendment to definition of "Pricing Level". Section 1.1 is hereby amended by deleting the matrix in the
definition of "Pricing Level" and replacing it with the following:

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


5.Amendment to definition of "Senior Funded Debt". Section 1.1 is hereby amended by deleting the definition of
"Senior Funded Debt" entirely and replacing it with the following:



6.Addition of definition of "Senior Subordinated Notes". Section 1.1 is hereby amended by adding the definition
of "Senior Subordinated Notes as follows:



7.Deletion of definition of "Senior Unsecured Debt". Section 1.1 is hereby amended by deleting the definition
of "Senior Unsecured Debt".

8.Deletion of definition of "Subordinated Debt". Section 1.1 is hereby amended by deleting the definition of
"Subordinated Debt".

9.Addition of definition of "Subordinated Note Purchase Agreement". Section 1.1 is hereby amended by adding the
following definition:



10.Amendment to Section 6.13. Section 6.13 is hereby amended by deleting the first sentence and replacing
it with the following:



11.Amendment to Section 6.14. Section 6.14 is hereby amended by deleting the last sentence and replacing
it with the following:



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12.Amendment to Section 6.15. Section 6.15 is hereby amended by deleting the last sentence and replacing
it with the following:



13.Amendment to Section 6.17. Section 6.17 is hereby amended by deleting subclauses (d) and
(e) entirely and replacing them with the following:



14.Amendment to Section 7.3(f). Section 7.3(f) is hereby deleted entirely and replaced with the
following:



15.Amendment to Section 7.4. Section 7.4 is hereby deleted entirely and replaced with the following:



16.Amendment to Section 7.9. Section 7.9 is hereby amended by deleting it entirely and replacing it with
the following:



17.Amendment to Section 8.1. Section 8.1 is hereby amended by adding the following as a new subsection
(n):



18.Amendment Fee to Bank of America and U.S. Bank. Borrower shall pay to Agent for the benefit of Bank of America, a
fee in the amount of 10 basis points of such Lender's Pro Rata Share of the Total Revolving Commitment and Borrower shall pay to Agent for the benefit of U.S. Bank, a fee in the amount of 10 basis
points of such Lender's Pro Rata Share of the Total Revolving Commitment (such fees being collectively referred to as the "Amendment Fee"). KeyBank shall not be entitled to any portion of the
Amendment Fee. Borrower's obligation to pay the Amendment Fee under this Section 18 shall constitute an amount payable under the Credit Agreement for the purpose of Section 8.1(a)
thereof.

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19.Conditions to Effectiveness. This Amendment shall become effective when: (i) Borrower has paid the Amendment
Fee to Agent; (ii) Borrower, Agent and each Lender have executed and delivered counterparts hereof to Agent; and (iii) Borrower has executed and delivered the Subordinated Note Purchase
Agreement and the Note Indebtedness (as defined therein) has been fully disbursed to Borrower and the net proceeds thereof have been applied to reduce the principal amount of the Senior Funded Debt.

20.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.

21.Amendments to Other Loan Documents. The parties hereto agree that the Security Agreement covers, and the term
"Collateral" (as defined therein) shall include, without limitation, letter of credit rights, deposit accounts and promissory notes as such terms are defined in the Washington State Uniform Commercial
Code, as amended from time to time (the "UCC"). Parties hereto further agree terms used in the Security Agreement that are defined in the UCC shall be defined as set forth in the UCC.

22.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.

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

24.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.

25.Oral Agreements Not Enforceable.



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

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

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