Exhibit 10.10** ---------------------------------------------------------------------------- **CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT** Third...Note Purchase Agreement • July 29th, 2003 • Flow International Corp • General industrial machinery & equipment, nec • Washington
BACKGROUNDAsset Purchase Agreement • October 15th, 1997 • Flow International Corp • General industrial machinery & equipment, nec • Washington
Property Reserve, Inc. Landlord Flow International Corporation Tenant Index to Lease Agreement for Landing CenterLease Agreement • July 29th, 2003 • Flow International Corp • General industrial machinery & equipment, nec
RECITALSAsset Purchase Agreement • July 28th, 2000 • Flow International Corp • General industrial machinery & equipment, nec • Michigan
CREDIT AGREEMENTCredit Agreement • December 11th, 1995 • Flow International Corp • General industrial machinery & equipment, nec • Washington
CREDIT AGREEMENTCredit Agreement • July 26th, 1999 • Flow International Corp • General industrial machinery & equipment, nec • Washington
AMENDMENT NUMBER ONE TO CREDIT AGREEMENTCredit Agreement • July 26th, 1999 • Flow International Corp • General industrial machinery & equipment, nec • Washington
EXHIBIT 10.9** ---------------------------------------------------------------------------- **CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT** SECOND...Credit Agreement • July 29th, 2003 • Flow International Corp • General industrial machinery & equipment, nec • Washington
AMENDMENT NUMBER THREE TO CREDIT AGREEMENTCredit Agreement • July 28th, 2000 • Flow International Corp • General industrial machinery & equipment, nec • Washington
EXHIBIT 2.1Stock Purchase Agreement • April 15th, 1999 • Flow International Corp • General industrial machinery & equipment, nec
EXHIBIT 2.2Asset Purchase Agreement • April 15th, 1999 • Flow International Corp • General industrial machinery & equipment, nec
AGREEMENT AND PLAN OF MERGER by and among AIP Waterjet Holdings, Inc., AIP/FIC Merger Sub, Inc. and Flow International Corporation Dated as of September 25, 2013Merger Agreement • September 26th, 2013 • Flow International Corp • General industrial machinery & equipment, nec • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of September 25, 2013, is by and among AIP Waterjet Holdings, Inc., a Delaware corporation (“Parent”), AIP/FIC Merger Sub, Inc., a Washington corporation and a wholly owned subsidiary of Parent (“Merger Sub”), and Flow International Corporation, a Washington corporation (the “Company”). All capitalized terms used in this Agreement have the meanings assigned to such terms in Section 9.04 or as otherwise defined elsewhere in this Agreement unless the context clearly indicates otherwise.
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENTCredit Agreement • July 28th, 2000 • Flow International Corp • General industrial machinery & equipment, nec • Washington
7,825,000 Shares FLOW INTERNATIONAL CORPORATION Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • September 2nd, 2009 • Flow International Corp • General industrial machinery & equipment, nec • Washington
Flow International Corporation, a Washington corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to Roth Capital Partners, LLC (the “Underwriter”) an aggregate of 7,825,000 authorized but unissued shares (the “Underwritten Shares”) of Common Stock, par value $0.01 per share (the “Common Stock”), of the Company. The Company has granted the Underwriter the option to purchase an aggregate of up to 1,173,750 additional shares of Common Stock (the “Additional Shares”) as may be necessary to cover over-allotments made in connection with the offering. The Underwritten Shares and Additional Shares are collectively referred to as the “Shares.”
SECOND AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 10, 2009 among FLOW INTERNATIONAL CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Agent, Swing Line Lender and L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent,...Credit Agreement • June 11th, 2009 • Flow International Corp • General industrial machinery & equipment, nec • Washington
This SECOND AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 10, 2009, among FLOW INTERNATIONAL CORPORATION, a Washington corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
EXHIBIT 2.3Stock Purchase Agreement • April 15th, 1999 • Flow International Corp • General industrial machinery & equipment, nec
RIGHTS AGREEMENTRights Agreement • September 17th, 1999 • Flow International Corp • General industrial machinery & equipment, nec • New York
AMENDMENT NUMBER FOUR TO CREDIT AGREEMENTCredit Agreement • July 28th, 2000 • Flow International Corp • General industrial machinery & equipment, nec • Washington
AMENDMENT NUMBER TWO TO CREDIT AGREEMENTCredit Agreement • July 26th, 1999 • Flow International Corp • General industrial machinery & equipment, nec • Washington
AMENDED AND RESTATED CREDIT AGREEMENT Dated as of June 9, 2008 among FLOW INTERNATIONAL CORPORATION, as the Borrower, BANK OF AMERICA, N.A., as Agent, Swing Line Lender and L/C Issuer, U.S. BANK NATIONAL ASSOCIATION, as Documentation Agent, and The...Credit Agreement • June 17th, 2008 • Flow International Corp • General industrial machinery & equipment, nec • Washington
This AMENDED AND RESTATED CREDIT AGREEMENT (this “Agreement”) is entered into as of June 9, 2008, among FLOW INTERNATIONAL CORPORATION, a Washington corporation (the “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer.
RIGHTS AGREEMENT FLOW INTERNATIONAL CORPORATION and CHASEMELLON SHAREHOLDER SERVICES, L.L.C., as Rights Agent Dated as of September 1, 1999Rights Agreement • May 20th, 2005 • Flow International Corp • General industrial machinery & equipment, nec • New York
THIS AMENDED AND RESTATED RIGHTS AGREEMENT (the “Amendment”), dated as of September 1, 1999, between Flow International Corporation, a Washington corporation (the “Company”), and ChaseMellon Shareholder Services, L.L.C., a New Jersey limited liability company (the “Rights Agent”).
CHANGE IN CONTROL AGREEMENTChange in Control Agreement • July 5th, 2013 • Flow International Corp • General industrial machinery & equipment, nec • Washington
This CHANGE IN CONTROL AGREEMENT (“Agreement”) is made this 1st day of July, 2013, (the “Effective Date”) between FLOW INTERNATIONAL CORPORATION, a Washington corporation (“Flow”), and Richard A. LeBlanc (“Employee”). Each of Flow and Employee are referred to in this Agreement as a “party” and collectively as the “parties.”
AGREEMENT AND PLAN OF MERGERMerger Agreement • September 11th, 2008 • Flow International Corp • General industrial machinery & equipment, nec • Washington
AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated September 9, 2008, among Flow International Corporation, a Washington corporation (“Parent”), Orange Acquisition Corporation, a Washington corporation and a wholly-owned subsidiary of Parent (“Sub”), OMAX Corporation, a Washington corporation (“Company”), John B. Cheung, John H. Olsen, James M. O’Connor and Puget Partners, L.P., the holders of forty-five percent (45%) of the issued and outstanding ownership interests (other than holders of Company Options) in the Company (collectively referred to as the “Major Shareholders”), and John B. Cheung, Inc., a personal holding corporation owned by John B. Cheung (the “Shareholders’ Representative”) as agent and attorney-in-fact for the holders of Company Shares (as defined in Section 2.1).
FIRST AMENDMENT TO PURCHASE AGREEMENTPurchase Agreement • November 4th, 2005 • Flow International Corp • General industrial machinery & equipment, nec • Delaware
THIS FIRST AMENDMENT TO PURCHASE AGREEMENT (this “Amendment”) is entered into as of October 31, 2005, by and between Quintus Holdings, LLC, a Delaware limited liability company (“Purchaser”), and Flow International Corporation, a Washington corporation (“Seller”).
EXHIBIT 10.3 FLOW INTERNATIONAL CORPORATION VOLUNTARY PENSION AND SALARY DEFERRAL PLAN AND TRUST AGREEMENT (Amended and Restated Effective January 1, 2002 (and Certain Earlier Dates)) FLOW INTERNATIONAL CORPORATION VOLUNTARY PENSION AND SALARY...Voluntary Pension and Salary Deferral Plan and Trust Agreement • July 29th, 2003 • Flow International Corp • General industrial machinery & equipment, nec
SETTLEMENT AGREEMENT INCLUDING CROSS-LICENSING AGREEMENTSettlement Agreement • March 12th, 2009 • Flow International Corp • General industrial machinery & equipment, nec • Washington
This Settlement Agreement Including Cross-Licensing Agreement (“Settlement Agreement”) is between Flow International Corporation, a Washington corporation (“Flow”) and OMAX Corporation, a Washington corporation (“OMAX”) and is to be effective as of March 12, 2009.
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • January 8th, 2009 • Flow International Corp • General industrial machinery & equipment, nec
THIS FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER (the “Amendment”), dated November 10, 2008, among Flow International Corporation, a Washington corporation (“Parent”), Orange Acquisition Corporation, a Washington corporation and a wholly-owned subsidiary of Parent (“Sub”), OMAX Corporation, a Washington corporation (“Company”), John B. Cheung, John H. Olsen, James M. O’Connor and Puget Partners, L.P., the holders of forty-five percent (45%) of the issued and outstanding ownership interests (other than holders of Company Options) in the Company (collectively referred to as the “Major Shareholders”), and John B. Cheung, Inc., a personal holding corporation owned by John B. Cheung (the “Shareholders’ Representative”) as agent and attorney-in-fact for the holders of Company Shares (as defined in Section 2.1), amending that Agreement and Plan of Merger (the “Agreement”), dated September 8, 2008, among Parent, Sub, Company, the Major Shareholders and the Shareholders’ Representative.
AMENDMENT NUMBER TWO TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 27th, 2001 • Flow International Corp • General industrial machinery & equipment, nec • Washington
THIS AMENDMENT NUMBER TWO TO AMENDED AND RESTATED CREDIT AGREEMENT (the "Amendment") is made as of May 30, 2001, by and among BANK OF AMERICA, N.A., a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association, KEYBANK NATIONAL ASSOCIATION, a national banking association (the "Lenders"), BANK OF AMERICA, N.A., as agent for the Lenders (the "Agent"); and FLOW INTERNATIONAL CORPORATION, a Washington corporation ("Borrower").
FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 6th, 2013 • Flow International Corp • General industrial machinery & equipment, nec • Washington
THIS FIRST AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “First Amendment”) is made as of May 31, 2013 (the “First Amendment Effective Date”), by and among FLOW INTERNATIONAL CORPORATION, a Washington corporation (“Borrower”), BANK OF AMERICA, N.A., as Lender, and BANK OF AMERICA, N.A., as Agent, Swing Line Lender and L/C Issuer.
RIGHTS AGREEMENT FLOW INTERNATIONAL CORPORATION and MELLON INVESTOR SERVICES LLC, as Rights Agent Dated as of September 1, 2009Rights Agreement • August 31st, 2009 • Flow International Corp • General industrial machinery & equipment, nec • New York
Rights Agreement, dated as of September 1, 2009 (as amended, supplemented or otherwise modified from time to time, the “Rights Agreement”) between Flow International Corporation, a Washington corporation (the “Company”), and Mellon Investor Services LLC, a New Jersey limited liability company (the “Rights Agent”).
PATENT LICENSE AGREEMENTPatent License Agreement • October 13th, 2011 • Flow International Corp • General industrial machinery & equipment, nec • Washington
THIS PATENT LICENSE AGREEMENT (the “Agreement”) is made and entered into by and between Flow International Corporation, a Washington corporation, and KMT Waterjet Systems Inc., a Delaware corporation (each a “Party,” collectively, the “Parties”).
AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • July 27th, 2001 • Flow International Corp • General industrial machinery & equipment, nec • Washington
THIS AMENDMENT NUMBER ONE TO AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is made as of February 28, 2001, by and among BANK OF AMERICA, N.A., a national banking association, U.S. BANK NATIONAL ASSOCIATION, a national banking association, KEYBANK NATIONAL ASSOCIATION, a national banking association (the "Lenders"), BANK OF AMERICA, N.A., as agent for the Lenders (the "Agent"); and FLOW INTERNATIONAL CORPORATION, a Washington corporation ("Borrower").
FIFTH AMENDMENT TO NOTE PURCHASE AGREEMENTSNote Purchase Agreement • 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).
FIRST AMENDMENT TO SECOND AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • September 1st, 2009 • Flow International Corp • General industrial machinery & equipment, nec • Washington
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.
SEVERANCE AGREEMENTSeverance Agreement • September 23rd, 2010 • Flow International Corp • General industrial machinery & equipment, nec • Washington
THIS SEVERANCE AGREEMENT (“Agreement”), by and between FLOW INTERNATIONAL CORPORATION, a Washington corporation (the “Company”), and CHARLES M. BROWN (the “Executive”) is made and is effective as of September 21, 2010 (the “Effective Date”). Among the other things provided herein, the Company and the Executive have agreed to terminate the Employment Agreement between the Company and the Executive dated July 3, 2007 and as amended as of May 15, 2008 (the “Employment Agreement”).
