Prepared by MERRILL CORPORATION




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AMENDMENT NUMBER ONE
  TO
  AMENDED AND RESTATED CREDIT AGREEMENT    
  


    THIS AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made as of February 28, 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, 2001 (the "Credit Agreement"). 


    B. Borrower has requested that Lenders and Agent amend a certain financial covenant under the Credit Agreement for the
fiscal quarter ending January 31, 2001, 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 Section 6.17(c). Section 6.17(c) is hereby deleted and replaced with the following: 



    (c) 3.90
to 1 as at the fiscal quarter ending January 31, 2001; 




    3.  Conditions to Effectiveness. This Amendment shall become effective when Borrower, Agent and each Lender have
executed and delivered counterparts hereof to Agent. 


    4.  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. 


    5.  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. 



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


    7.  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. 


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    8.  Oral Agreements Not Enforceable. 




ORAL AGREEMENTS OR ORAL COMMITMENTS TO LOAN MONEY, EXTEND CREDIT, OR TO FORBEAR FROM ENFORCING REPAYMENT OF A DEBT ARE NOT ENFORCEABLE UNDER WASHINGTON
LAW.





    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:	 	 
	 	 	 	 	
 Name Stephen D. Reichenbach

Title:  Chief Financial Officer
	

 	
 	

 	
 	

 
	LENDERS:	 	BANK OF AMERICA, N.A.
	

 	
 	

 	
 	

 
	 	 	By:	 	 
	 	 	 	 	
 Name: William P. Stivers

Title:  Senior Vice President
	

 	
 	

 	
 	

 
	 	 	U.S. BANK NATIONAL ASSOCIATION
	

 	
 	

 	
 	

 
	 	 	By:	 	 
	 	 	 	 	
 Name: Allan Forney

Title:   Vice President
	

 	
 	

 	
 	

 
	 	 	KEYBANK NATIONAL ASSOCIATION
	

 	
 	

 	
 	

 
	 	 	By	 	 
	 	 	 	 	
 Name: Jason R. Gill

Title:  Vice President
	

 	
 	

 	
 	

 
	AGENT:	 	BANK OF AMERICA, N.A.
	

 	
 	

 	
 	

 
	 	 	By:	 	 
	 	 	 	 	
 Name: Ken Puro

Title:  Vice President




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AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT

RECITALS

AGREEMENT