SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 12th, 2009 • Flow International Corp • General industrial machinery & equipment, nec • Washington
SECOND AMENDED AND RESTATED AGREEMENT AND PLAN OF MERGER (the “Agreement”), dated March 12, 2009 amends and restates in its entirety that Agreement and Plan of Merger dated September 9, 2008, as amended by that First Amendment to Agreement and Plan of Merger 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
SECOND AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • March 12th, 2009 • Flow International Corp • General industrial machinery & equipment, nec • Washington
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.
