FLOW » Topics » RECITALS

This excerpt taken from the FLOW 8-K filed Jul 31, 2007.

RECITALS

A. Mortgagor and Mortgagee are parties to that certain Credit Agreement dated as of July 8, 2005 by and among Mortgagor, as borrower, certain lenders from time to time party thereto (the “Lenders”) and Mortgagee, as Agent for the Lenders (as amended, restated, modified or supplemented from time to time, the “Credit Agreement”).

B. Mortgagor executed certain promissory notes in connection with the Credit Agreement, payable to each Lender and made by Mortgagor, in an aggregate sum of Thirty Million Dollars ($30,000,000) (the “Notes,” which term shall include all notes evidencing the indebtedness secured by this First Amendment to Mortgage and the Mortgage (as defined below), and all replacements, renewals, modifications or extensions thereof). The Notes provide for a variable rate of interest and mature on July 8, 2008, as such maturity date may be extended from time to time.

C. To secure the payment by Mortgagee of the Notes, with interest thereon, late charges and other amounts due, and other obligations under the terms of the Credit Agreement, the Mortgage and the other Loan Documents (collectively, the “Obligations”), Mortgagor executed and delivered that certain Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Filing dated as of July 8, 2005, in favor of Mortgagee, recorded on August 18, 2005 in the real property records of Clark County, State of Indiana, under Recording Number 200518357 (as the same has been or may be amended, modified or extended from time to time, the “Mortgage”), and pursuant to which the Mortgagor granted to the Mortgagee a first priority lien on the real property described in Exhibit A attached hereto (“Property”).


D. Mortgagor, Mortgagee and Lenders intend to enter into that certain Second Amendment to Credit Agreement dated as of the date hereof (the “First Amendment to Credit Agreement”), pursuant to which, among other things, the maximum principal amount of the revolving credit facility available to the Mortgagor under the Credit Agreement will be increased to Forty-Five Million Dollars ($45,000,000) commencing on July 19, 2007.

E. The execution and delivery of this First Amendment to Mortgage is a material condition precedent to the effectiveness of the First Amendment to Credit Agreement.

F. Mortgagor and Mortgagee now wish to amend the Mortgage to reflect the increase in the maximum principal amount of the revolving credit facility available to the Mortgagor under the Credit Agreement as hereinabove described.

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration receipt of which the parties hereby acknowledge, the parties agree as follows:

1. Definitions. Each capitalized term used and not otherwise defined herein or in the recitals shall have the meaning assigned to such term in the Mortgage.

2. Amendment to Address of Mortgagee. The address of the Mortgagee is amended to be 800 Fifth Avenue, Floor 32, Seattle, Washington 98104-3185.

This excerpt taken from the FLOW 8-K filed Feb 5, 2007.

RECITALS

A. The Company and the Executive are parties to an employment agreement entered into by and between the Company and the Executive dated November 25, 2002, as amended on September 21, 2005 (the “Previous Employment Agreement”).

B. The Executive has communicated his desire to the Company’s Board of Directors (the “Board”) to retire from the Company. The Board has begun the process of searching for a replacement President and Chief Executive Officer.

C. The Company and the Executive desire to document an employment and separation plan for the orderly transition of management responsibilities to effectuate the Executive’s planned separation from the Company in accordance with previous discussions and mutual understandings.

D. The Executive will assist in implementing a transition plan pertaining to Executive’s successor, culminating in the Board of Director’s announcement of the selection of a new CEO and the Executive’s departure from the Company.

E. The Company and the Executive have entered into this Agreement to replace and supersede the Previous Employment Agreement and to set forth terms and conditions with respect to Executive’s planned separation from the Company.

This excerpt taken from the FLOW 8-K filed Mar 10, 2006.

RECITALS

A. In response to extraordinary challenges faced by Employer and in order to increase Executive’s incentive to remain employed by Employer, Employer and Executive entered into the Agreement.

B. Employer has now determined that the extraordinary challenges have been met and it is now in its best interest to terminate the Agreement. Employer has paid to Executive five of the seven cash retention payments due under the Agreement.

C. Employer now wishes to pay, and Executive agrees to accept, in advance of the time they are due, the remaining two cash retention payments and the equity component of the retention award due to Executive under the Agreement, and Employer and Executive agree that following payment of such amounts, the Agreement shall be terminated.

This excerpt taken from the FLOW 8-K filed Nov 4, 2005.

RECITALS

 

On September 30, 2005, Purchaser and Seller entered into a Purchase Agreement (the “Purchase Agreement”), that provides, among other things, that Seller will sell and Purchaser will purchase the NewCo USA Shares, the Flow Autoclave Shares, the Flow Sweden Shares and the Swiss Note, which collectively with the assets and rights sold and/or provided to Purchaser pursuant to the Supply Agreement or the Transition Services Agreement, will constitute all of the assets, business, property, technology and goodwill derived from, used or held for use in, and/or necessary for the conduct of, the Business. The parties desire to amend the Purchase Agreement as set forth herein.

 

All initially capitalized terms used but not defined in this Amendment shall have the meanings assigned to them in the Purchase Agreement.

 

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