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