exv10w1







Exhibit 10.1




FIRST AMENDMENT TO

AMENDED AND RESTATED CREDIT AGREEMENT




     THIS FIRST AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”) is
made as of December 5, 2008, by and among FLOW INTERNATIONAL CORPORATION, a Washington corporation
(“Borrower”), the undersigned lenders party to the Credit Agreement referred to below
(collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA,
N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.



RECITALS




     A. Lenders, Agent and Borrower are parties to that certain Amended and Rested Credit Agreement
dated as June 9, 2008 (as amended, restated or modified from time to time, the “Credit
Agreement”).



     B. Lenders, Agent and Borrower wish to amend the Credit Agreement as set forth in this
Amendment.



     NOW, THEREFORE, the parties hereto agree as follows:



AGREEMENT




     1. Definitions; Interpretation. Capitalized terms not otherwise defined in this Amendment
shall have the meanings given in the Credit Agreement as amended by this Amendment. The rules of
construction and interpretation specified in Sections 1.02 and 1.05 of the Credit
Agreement also apply to this Amendment and are incorporated herein by this reference.



     2. Amendments to Credit Agreement. The Lenders, the Administrative Agent, the L/C Issuer and
the Swing Line Lender hereby amend the Credit Agreement as follows:



          (a) Amendment to Definitions. In Section 1.01, amendments are made to the definitions
as follows:




               (i) Applicable Rate. The table set forth in the definition of “Applicable Rate” is amended
and restated to read as follows:



 









 





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	Consolidated	 	Commitment	 	 	 	 	 	 
	Pricing	 	Leverage	 	Fee/Ticking	 	Eurodollar	 	Base Rate	 	Letters of
	Level	 	Ratio	 	Fee	 	Rate +	 	+	 	Credit
	1
	 	 	32.50	 	 	 	.50	%	 	 	3.50	%	 	 	2.50	%	 	 	3.50	%
	2
	 	31.75:1 but <2.50	 	 	.375	%	 	 	3.25	%	 	 	2.25	%	 	 	3.25	%
	3
	 	31.00:1 but <1.75:1	 	 	.25	%	 	 	3.00	%	 	 	2.00	%	 	 	3.00	%
	4
	 	 	<1.00:1	 	 	 	.25	%	 	 	2.75	%	 	 	1.75	%	 	 	2.75	%






               (ii) Base Rate. The definition of “Base Rate” is amended and restated to read as follows:




     “Base Rate” means, for any day, a fluctuating rate per annum equal to the
highest of (a) the Federal Funds Rate plus 1/2 of 1%, (b) the rate of interest in
effect for such day as publicly announced from time to time by Bank of America as its
“prime rate” and (c) the sum of 1.00% plus the one-month Eurodollar Rate as of
11:00 a.m. London time on such day. 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 such
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.



               (iii) Term Availability Period. The definition of “Term Availability Period” is
amended and restated to read as follows:




     “Term Availability Period” means the period from and including the Closing
Date to and including the earlier of (i) the date that is nine (9) months after the Closing
Date and (ii) the date of the Term Borrowing pursuant to Section 2.01(b);
provided, that the Term Availability Date may be sooner terminated as of the date
of termination of the Aggregate Term Commitments pursuant to Section 2.06(b) and as
of the date of termination of the commitment of each Lender to make Loans and of the
obligation of the L/C Issuer to make L/C Credit Extensions pursuant to
Section 8.02.



          (b) Amendment to Schedule 1.01. Schedules 1.01 attached to the Credit Agreement is
hereby deleted in its entirety and replaced with Schedule 1.01 attached to this Amendment,
which is incorporated into the Credit Agreement by this reference.




     3. Conditions to Effectiveness. This Amendment shall become effective upon fulfillment, to
Agent’s satisfaction, of each the following conditions (unless waived in writing by Agent):



 









 





          (a) Delivery of Amendment. The Borrowers, each of the Lenders, the Administrative Agent, the
L/C Issuer, and the Swing Line Lender shall have each executed and delivered counterparts (in
sufficient copies for each Lender) of this Amendment to the Administrative Agent;




          (b) Payment of Fees. The Company shall have paid (i) to the Administrative Agent for the
account of the Lenders in accordance with their respective Applicable Percentages, an amendment fee
in the amount and at the time specified in the letter agreement dated December 5, 2008, among the
Company, the Administrative Agent and the Arranger (the “Fee Letter”), and (ii) to the
Arranger an arrangement fee in the amount and at the time specified in the Fee Letter, all of which
fees shall be deemed fully earned when due and non-refundable when paid;




          (c) Reimbursement for Expenses. The Company shall have reimbursed the Administrative Agent
for all documented expenses actually incurred by Administrative Agent in connection with the
preparation of this Amendment and the other Loan Documents and shall have paid all other amounts
due and owing under the Loan Documents;




          (d) Representations True; No Default. After giving effect to this Amendment and the
transactions contemplated hereby, (i) the representations and warranties of the Company and the
other Loan Parties contained in Article V of the Credit Agreement or any other Loan
Documents, or which are contained in any documents furnished at any time under or in connection
herewith or therewith, shall be true and correct on and as of the date of this Amendment, except to
the extent that such representations and warranties specifically refer to an earlier date, in which
case they are true and correct as of such earlier date, and except that the representations and
warranties contained in subsections (a) and (b) of Section 5.05 of the Credit Agreement
shall be deemed to refer to the most recent statements furnished pursuant to clauses (a) and (b),
respectively, of Section 6.01 of the Credit Agreement, and (ii) no Default and no Event of
Default exists or will occur as a result of the execution of this Amendment; and




          (e) Other Documents. The Administrative Agent and the Lenders shall have received such other
documents, instruments, and undertakings as the Administrative Agent and such Lender may reasonably
request.




     4. Agent Authorizations. The Lenders, the L/C Issuer and the Swing Line Lender hereby
authorize and instruct the Administrative Agent to execute and deliver this Amendment.



     5. No Further Amendment. Except as expressly modified by this Amendment, the Credit Agreement
and the other Loan Documents shall remain unmodified and in full force and effect and the parties
hereby ratify their respective obligations thereunder. References in the Credit Agreement to “this
Agreement” (and indirect references such as “hereunder”, “hereby”, “herein”, and “hereof”) and in
any Loan Document to the Credit Agreement shall be deemed to be references to the Credit Agreement
as modified hereby.



 









 





     6. Reservation of Rights. The Borrower acknowledges and agrees that the execution and
delivery by the Lenders, the Administrative Agent, the L/C Issuer and the Swing Line Lender of this
Amendment shall not be deemed to create a course of dealing or otherwise obligate the Lenders, the
Administrative Agent, the L/C Issuer or the Swing Line Lender to forbear or execute similar
amendments under the same or similar circumstances in the future.



     7. Miscellaneous.



          (a) Integration. This Amendment, together with the other Loan Documents, comprise the
complete and integrated agreement of the parties on the subject matter hereof and thereof and
supersedes all prior agreements, written or oral, on such subject matter.




          (b) Severability. Any provision of this Amendment that 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 thereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in
any other jurisdiction.




          (c) Counterparts. This Amendment may be executed in one or more counterparts, each of which
shall be deemed an original, but all of which together shall constitute one and the same
instrument.




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




          (e) Oral Agreements Not Enforceable.



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




[Signature Pages Follow]




 









 





     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of
the date first above written.



	 	 	 	 	 	 	 
	 	 	FLOW INTERNATIONAL CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as a Lender,

L/C Issuer and Swing Line Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. BANK NATIONAL ASSOCIATION, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WELLS FARGO BANK N.A., as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 





 









 






	 	 	 	 	 	 	 
	 	 	BANK OF THE WEST, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	UNION BANK OF CALIFORNIA, N.A.,
as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	COLUMBIA STATE BANK, as a Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	Title: