0001193125-04-220928 Sample Contracts

FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTS
Note Purchase Agreements • December 29th, 2004 • Flow International Corp • General industrial machinery & equipment, nec • Washington

This FIFTH AMENDMENT, dated as of December 15, 2004, to the separate Note Purchase Agreements, each dated as of April 30, 2001, is by and between Flow International Corporation, a Washington corporation (the “Company”), and Banc of America Securities LLC, as successor to the Original Purchasers referred to below (the “Noteholder”). Capitalized terms used herein without definition shall have the meanings set forth in the Note Purchase Agreements referred to below (including as amended hereby).

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AMENDMENT NUMBER FOUR TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT
Credit Agreement • December 29th, 2004 • Flow International Corp • General industrial machinery & equipment, nec • Washington

THIS AMENDMENT NUMBER FOUR TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Fourth Amendment”) is made as of December 6, 2004, by and among BANK OF AMERICA, N.A., a national banking association, and GENERAL ELECTRIC CAPITAL CORPORATION, a Delaware corporation (as successors by assignment from Banc of America Strategic Solutions, Inc., a Delaware corporation, U.S. Bank National Association, a national banking association, and KeyBank National Association, a national banking association) (each individually a “Lender” and collectively the “Lenders”), BANK OF AMERICA, N.A., as agent for Lenders (“Agent”), and FLOW INTERNATIONAL CORPORATION, a Washington corporation (“Borrower”).

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