FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT

Exhibit 10.1

FIRST AMENDMENT TO
SECOND AMENDED AND RESTATED CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “ Amendment ”) is made as of August 28, 2009 (the “ First Amendment Effective Date ”), 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 Agent, Swing Line Lender and L/C Issuer.

RECITALS

     A. Borrower, Lenders, Agent, Swing Line Lender and L/C Issuer are parties to that certain Second Amended and Restated Credit Agreement dated as of June 10, 2009 (as amended, restated or modified from time to time, the “ Credit Agreement ”).

     B. Borrower, Lenders constituting the Required Lenders (the “ Required Lenders ”), Agent, Swing Line Lender and L/C Issuer 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 through 1.05 of the Credit Agreement shall also apply to this Amendment and are incorporated herein by this reference.

      2. Amendments to Credit Agreement. The Credit Agreement is hereby amended as follows, effective as of the First Amendment Effective Date:

           (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:

                (ii) Indemnification Claim. The following is added as a new defined term to Section 1.01 of the Credit Agreement:

     “ Indemnification Claim ” means any claim for indemnification pursuant to that certain Purchase Agreement dated September 30, 2005 between Flow International Corporation and Quintus Holdings LLC.

                (iii) First Amendment. The following is added as a new defined term to Section 1.01 of the Credit Agreement:

     “ First Amendment ” means that certain First Amendment to Second Amended and Restated Credit Agreement dated as of August 28, 2009 among Borrower, Lenders and Agent.

           (b) Amendment to Section 1 of Schedule 7.11. Section 1 of Schedule 7.11 is hereby amended and restated to read as set forth below. Beginning on the First Amendment Effective Date, such amendment to Section 1 of Schedule 7.11 shall be deemed to have become effective as of the first day of Borrower’s first fiscal quarter of fiscal year 2010.

           1. Consolidated Senior Leverage Ratio .

          (a) Permit the Consolidated Senior Leverage Ratio, for the period of four fiscal quarters of Borrower ending as of the end of the first fiscal quarter of 2010 to be greater than 3.25:1. The Special Adjustments to Consolidated Adjusted EBITDA set forth in Column 1 of the Flow Adjustments Chart and in paragraph (A) of the definition of “Flow Adjustment Amount” in Schedule 1.01 to the First Amendment shall apply in calculating the Flow Adjustment Amount, Consolidated Adjusted EBITDA, Consolidated Senior Leverage Ratio and Consolidated Fixed Charge Coverage Ratio for purposes of determining Borrower’s compliance with the covenants in this Schedule 7.11 for the period of four fiscal quarters of Borrower ending as of the end of Borrower’s first fiscal quarter of fiscal year 2010.

          (b) Permit the Consolidated Senior Leverage Ratio, for any period of four fiscal quarters of the Borrower ending as of the end of the fiscal quarter of the Borrower set forth in the following table, to be greater than the amount determined pursuant to the following table:

For the avoidance of doubt, Schedule 1.01 attached to the Credit Agreement, as in effect prior to the date of the First Amendment, rather than the Schedule 1.01 attached to the First Amendment, shall apply in calculating the Flow Adjustment Amount, Consolidated Adjusted EBITDA, Consolidated Senior Leverage Ratio and Consolidated Fixed Charge Coverage Ratio for purposes of determining Borrower’s compliance with the covenants in this Schedule 7.11 for the period of four fiscal quarters of the Borrower ending as of the end of Borrower’s second fiscal quarter of fiscal year 2010 and thereafter unless the conditions set forth in clauses (a) and (b) of Section 3 of the First Amendment are satisfied on or before the Cut-off Date (as defined in the First Amendment).

      3. Conditional Amendments to Credit Agreement. If, on or prior to the last day of Borrower’s second fiscal quarter of Borrower’s fiscal year 2010 (the “ Cut-off Date ”), (a) Borrower shall have provided evidence satisfactory to Agent and the Required Lenders that Borrower has raised Ten Million Dollars ($10,000,000) or more of new capital through one or more sales of Borrower’s common or preferred stock or any rights in or to Borrower’s common or preferred stock to one or more unaffiliated third parties, and (b) unless the sale is of common stock, Agent and the Required Lenders shall have approved the form(s) of equity interests sold by Borrower in connection with such sale transaction(s) in writing (such approval to be in Agent and the Required Lenders’ sole discretion), the Credit Agreement shall be deemed further amended as provided in this Section 3. If the conditions in clauses (a) and (b) are satisfied on or

before the Cut-off Date, then the amendments set forth in this Section 3 shall be deemed effective beginning on the first day of Borrower’s second fiscal quarter of Borrower’s fiscal year 2010. For the avoidance of doubt, if the conditions set forth in clauses (a) and (b) above have not been satisfied on or prior to the Cut-off Date, the amendments set forth in this Section 3 shall not become effective.

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

                (i) Consolidated Fixed Charge Coverage Ratio. The definition of “Consolidated Fixed Charge Coverage Ratio” is amended and restated to read as follows:

     “ Consolidated Fixed Charge Coverage Ratio ” means, as of any date of determination, the ratio of (a) the sum of Consolidated Adjusted EBITDA minus the sum of cash taxes paid or otherwise incurred minus Maintenance Capital Expenditures to (b) the sum of Consolidated Interest Charges (except (i) non-cash payment-in-kind or non-cash deferred interest pursuant to (aa) OMAX Subordinated Debt and (bb) any preferred stock sold by Borrower in connection with the satisfaction of the conditions set forth in the first paragraph of Section 3 of the First Amendment and (ii) financing costs deferred prior to the Closing Date) and the current portion of long term debt (other than long term debt under this Agreement, under the credit facility for working capital purposes between Flow Asia Corporation and First Commerce Bank and under the credit facility for working capital purposes between Flow Asia Corporation and Mega International Commercial Bank).

                (ii) Maintenance Capital Expenditures. A new definition of “Maintenance Capital Expenditures” is added to read as follows:

          “ Maintenance Capital Expenditures ” means, for each fiscal quarter of Borrower, the amount of Five Hundred Thousand Dollars ($500,000).

           (b) Conditional Amendment to Schedule 1.01. Schedule 1.01 of the Credit Agreement is hereby amended and restated as set forth in Schedule 1.01 attached to this Amendment, which is incorporated into the Credit Agreement by this reference.

           (c) Conditional Amendment to Schedule 7.11. Schedule 7.11 attached to the Credit Agreement is hereby amended and restated to read as set forth in Schedule 7.11 attached to this Amendment, which is incorporated into the Credit Agreement by this reference. For the avoidance of doubt, (i) pursuant to Section 2 of this Amendment, the amendment and restatement of Section 1 of Schedule 7.11 shall become effective as of the First Amendment Effective Date irrespective of the satisfaction of the conditions set forth in the first paragraph of this Section 3, (ii) Section 1 of Schedule 7.11 shall be further amended and restated if and when the conditional amendment set forth in this Section 3(c) becomes effective, and (iii) if the conditional amendment set forth in this Section 3(c) does not become effective, Schedule 7.11 to the Credit Agreement, as amended in Section 2(b) of this Amendment, shall remain in effect.

           (d) Conditional Amendment to Exhibit D. Exhibit D attached to the Credit Agreement is hereby deleted in its entirety and replaced with Exhibit D attached to this Amendment, which is incorporated into the Credit Agreement by this reference.

      4. Conditions to Effectiveness. Without limiting the additional conditions precedent to the effectiveness of the amendments described in Section 3 herein, 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 Borrower, each Required Lender, the 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 Agent;

           (b) Payment of Fees. The Borrower shall have paid (i) to the Agent for the ratable benefit 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 August 28, 2009 between the Borrower and the Agent (the “ Fee Letter ”), and (ii) to the Agent for its own account 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 Borrower shall have reimbursed the Agent for all documented expenses actually incurred by the 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 Borrower 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 Agent and each Required Lender shall have received such other documents, instruments, and undertakings as the Agent and such Lender may reasonably request.

      5. Agent Authorizations. The Lenders, the L/C Issuer and the Swing Line Lender hereby authorize and instr