SECOND AMENDMENT TO
AMENDED AND RESTATED CREDIT AGREEMENT
THIS SECOND
AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “
Amendment ”) is made as of March 10, 2009, 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.
1 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
”).
2 Lenders,
Agent and Borrower entered into that certain First Amendment to
Credit Agreement dated as of December 8, 2008 to, among other
things, extend the Term Availability Period and to make adjustments
to how Consolidated Adjusted EBITDA is calculated.
3 Lenders, Agent
and Borrower wish to further 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 Schedule 1.01.
Schedule 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.
(b) Amendment to Schedule 2.01. Part (a) of
Schedule 2.01 attached to the Credit Agreement is
hereby deleted in its entirety and replaced with Part (a) of
such Schedule 2.01 attached to this Amendment, which is
incorporated into the Credit Agreement by this reference. The
parties acknowledge and agree that the Term Availability Period has
ended and that the Term Commitment has expired by its terms and is
of no further force or effect.
3. Certain Provisions Regarding Financial Covenants and
Financial Reporting. Notwithstanding anything in the Credit
Agreement to the contrary, no Default or Event of
Default shall
be deemed to have occurred as a result of any breach of
Section 7.11 of the Credit Agreement in respect of the
fourth fiscal quarter of the Borrower’s fiscal year ending
April 30, 2009 (the “ Applicable Quarter ”)
prior to June 15, 2009. For the avoidance of doubt, if the
Borrower breaches Section 7.11 of the Credit Agreement
as at the end of the Applicable Quarter, then a Default or Event of
Default shall exist as of June 15, 2009, regardless of whether
Borrower has delivered the Compliance Certificate in respect of the
Applicable Quarter. Notwithstanding that Section 6.01(b) of
the Credit Agreement does not otherwise require Borrower to deliver
the financial statements and other items described therein (the
“ Quarterly Financial Deliveries ”) for the
Applicable Quarter, Borrower shall deliver all such Quarterly
Financial Deliveries for the Applicable Quarter to Agent in the
number, form and content as provided in such Section 6.01(b)
on or before June 15, 2009. Such deliveries shall be in
addition to, and not in place of, any and all other financial
statements and other items that Section 6.01 of the Credit
Agreement requires Borrower to deliver to Agent with respect to the
Applicable Quarter.
4. Amendment Fee. In connection with, and in
consideration for the Lenders’ entering into this Amendment,
Borrower shall pay to Agent, for the account of the Lenders that
execute this Amendment in accordance with their respective
Applicable Percentages, an amendment fee (the “
Amendment Fee ”) equal to 0.25% of the
Revolving Commitments (as reduced pursuant to this Amendment) of
the Lenders that execute this Amendment
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