SECOND AMENDMENT TO
NOTE PURCHASE AGREEMENT
This SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT (this "Amendment"), dated as
of April 30, 2000 is made by and between FLOW INTERNATIONAL CORPORATION, a
Delaware corporation (the "Company"), and each of CONNECTICUT GENERAL LIFE
INSURANCE COMPANY and LIFE INSURANCE COMPANY OF NORTH AMERICA (the "Holders").
BACKGROUND
A. Pursuant to the Note Purchase Agreement[the "Note Agreement"), dated
as of September 1, 1995, between the Company and the Holders the Company
issued and the Holders purchased Fifteen Million Dollars ($15,000,000) in
aggregate principal amount of the Company's 7.20% Notes due September 26,
2005 (the "Notes").
B. The Company has requested that the Holders amend certain of the
Company's obligations under the Note Agreement.
C. The Company and the Holders desire to enter into this Amendment to
effectuate the above-mentioned amendments.
NOW, THEREFORE, in order to induce the Holders to grant the amendments
specified below and in consideration of other good and valuable consideration
(the receipt and sufficiency of which are hereby acknowledged) the Company
and the Holders agree as follows:
1. DEFINITIONS.
All capitalized terms used, but not specifically defined, in this
Amendment have the respective meanings assigned to them in the Note
Agreement.
2. EFFECTIVE DATE.
The provisions of Section 4 shall take effect as of April 30, 2000
provided that the following conditions precedent have been and remain
satisfied:
(a) CONSENTING PARTIES - Holders holding not less than sixty-six and
two-thirds percent (66-2/3%) in aggregate principal amount of the
Notes then outstanding (exclusive of Notes then owned by any one or
more of the Company, any Subsidiaries and any affiliates) and the
Company shall have duly authorized, executed and delivered this
Amendment;
PAGE 1
(b) NO DEFAULTS - no Default or Event of Default exists after giving
effect to the amendments set forth in Section 4;
(c) PAYMENT OF FEES AND EXPENSES - the Company shall have paid the
legal fees and disbursements of the Holders' in-house legal
department allocable to this Amendment; and
(d) ACKNOWLEDGMENT AND CONSENT OF EACH GUARANTOR - Each Guarantor
shall have duly authorized, executed and delivered the
Acknowledgement and Consent attached to this Amendment.
3. FALSE OR MISLEADING INFORMATION.
The amendments set forth in Section 4 shall terminate and shall be null
and void and of no force and effect if any written materials furnished in
connection with this Amendment shall have been false or misleading in any
material respect when made.
4. AMENDMENTS.
(a) Section 11.3. Clause (ii) of Section 11.3(a) of the Note
Agreement shall be amended and restated in its entirety as
follows:
(ii) Consolidated Funded Debt does not exceed 58% of
Consolidated Total Capitalization.
(b) Schedule B. The definition of "Consolidated Income
Available for Fixed Charges" contained in Schedule B to the
Note Agreement shall be amended and restated in its entirety
as follows:
"CONSOLIDATED INCOME AVAILABLE FOR FIXED CHARGES"
means, with respect to any period, Consolidated Net
Income for such period plus all amounts deducted in the
computation thereof on account of (a) Fixed Charges, (b)
taxes imposed on or measured by income or excess
profits, and (c) Amortization of Intangibles.
(c) Schedule B shall be amended by adding, in the correct
alphabetical order, the following definition of the defined
term "Amortization of Intangibles" to the list of definitions:
"Amortization of Intangibles" means the amortization of
the book value of all assets, after deducting any
reserves applicable thereto, which would be treated as
an intangible under GAAP, including, without
limitation, good will, trademarks, trade names, service
marks, brand names, copyrights, patents,
PAGE 2
organizational expenses and the excess of the equity in any
Subsidiary over the cost of the investment in such
Subsidiary.
6. EFFECT OF AGREEMENT.
Except as expressly provided in this Amendment, the Note Agreement and all
documents and instruments executed in connection with, or contemplated by,
the Note Agreement shall remain in full force and effect, without
modification or amendment. This Amendment shall be binding upon, and shall
inure to the benefit of, the successors and assigns of the parties hereto
and the holders from time to time of the Notes.
7. DUPLICATE ORIGINALS: EXECUTION IN COUNTERPART.
Two or more duplicate originals of this Amendment and the attached
Acknowledgment and Consent may be signed by the parties, each of which
shall be an original but all of which together shall constitute one and
the same instrument. This Amendment and the attached Acknowledgment and
Consent may be executed in one or more counterparts and shall be effective
when at least one counterpart shall have been executed by each party to
this Amendment and the attached Acknowledgment and Consent, and each set
of counterparts which, collectively, show execution by each such party to
this Amendment and the attached Acknowledgment and Consent shall
constitute one duplicate original.
8. GOVERNING LAW.
This Amendment shall be governed by, and construed and enforced in
accordance with, internal Connecticut law.
IN WITNESS WHEREOF, the undersigned have each caused this Amendment to
Note Purchase Agreement to be duly executed and delivered by their
respective, duly authorized officers as of the date first above written.
COMPANY:
FLOW INTERNATIONAL CORPORATION
BY: /s/ Steve Reichenbach
-------------------------
Name: Steve Reichenbach
Title: EVP, CFO
[SIGNATURES CONTINUED ON NEXT PAGE]
PAGE 3
HOLDERS:
CONNECTICUT GENERAL LIFE INSURANCE COMPANY*
By: CIGNA Investments, Inc.
By: /s/ Stephen A. Osborn
-------------------------
Name: Stephen A. Osborn
Title: Managing Director
LIFE INSURANCE COMPANY OF NORTH AMERICA*
By: CIGNA Investments, Inc.
By: /s/ Stephen A. Osborn
-------------------------
Name: Stephen A. Osborn
Title: Managing Director
*The entity signing this agreement is either a holder of a Note referred
to herein or the beneficial holder of such Note registered in the name of the
nominee of such beneficial holder.
Signature page to Amendment to Note Purchase Agreement dated as of April 30,
2000 by and between FLOW INTERNATIONAL CORPORATION,), and each of CONNECTICUT
GENERAL LIFE INSURANCE COMPANY and LIFE INSURANCE COMPANY OF NORTH AMERICA
PAGE 4
ACKNOWLEDGMENT AND CONSENT
Reference is made to the Guaranty (the "Guaranty"), dated as of April 30, 2000,
between RAMPART WATERBLAST, INC., (the "Guarantor"), and the Holders named in
the foregoing Second Amendment to Note Purchase Agreement (the "Amendment").
The Guarantor hereby (a) acknowledges and consents to the execution and
delivery of the Amendment, (b) declares and confirms that its obligations under
the Guaranty to any holder of Notes (as defined pursuant to the Amendment),
regardless of whether such holder of Notes is a signatory to the Amendment,
shall not be affected in any way to the execution and delivery of the
Amendment.
Dated as of April 30, 2000.
GUARANTOR:
RAMPART WATERBLAST, INC.
By: /s/ [Illegible]
----------------------------
Name:
Title:
PAGE 5
ACKNOWLEDGMENT AND CONSENT
Reference is made to the Guaranty (the "Guaranty"), dated as of April 30,
2000, between SPIDER STAGING CORPORATION, (the "Guarantor), and the Holders
named in the foregoing Second Amendment to Note Purchase Agreement (the
"Amendment"). The Guarantor hereby (a) acknowledges and consents to the
execution and delivery of the Amendment, (b) declares and confirms that its
obligations under the Guaranty to any holder of Notes (as defined pursuant to
the Amendment), regardless of whether such holder of Notes is a signatory to
the Amendment, shall not be affected in any way due to the execution and
delivery of the Amendment.
Dated as of April 30, 2000.
GUARANTOR:
SPIDER STAGING CORPORATION
By: /s/ [Illegible]
----------------------------
Name:
Title:
PAGE 6