EX-10.34






Exhibit 10.34




AMENDED AND RESTATED MODIFICATION AND

LIMITED WAIVER AGREEMENT




     THIS AMENDED AND RESTATED MODIFICATION AND LIMITED WAIVER AGREEMENT (this
“Agreement”), dated as of the May 15, 2009, is by and among BALDWIN TECHNOLOGY COMPANY,
INC., a Delaware corporation (“Parent”), BALDWIN GERMANY HOLDING GMBH, a German company
(“Newco”), BALDWIN GERMANY GMBH, a German company (“BGG”), BALDWIN OXY-DRY GMBH
(formerly known as “OXY-DRY MASCHINEN GMBH”), a German company (“Oxy-Dry GmbH” and,
collectively with the Parent, Newco and BGG, the “Borrowers”), the other Credit Parties (as
defined in the Guaranty and Collateral Agreement (as defined below)) a party hereto, and BANK OF
AMERICA, N.A., a national banking association (as successor-by-merger to LASALLE BANK NATIONAL
ASSOCIATION), in its capacity as a Lender and as Administrative Agent and the other Lenders (as
defined in the Credit Agreement referred to below) signatory hereto. Capitalized terms used in
this Agreement and not defined herein shall have the meanings ascribed to such terms in the Credit
Agreement unless otherwise stated herein.



PRELIMINARY STATEMENTS




     A. The Borrowers, the Lenders and the Administrative Agent are parties to that certain Credit
Agreement dated as of November 21, 2006, as amended by that certain Amendment to Credit Agreement
dated as of December 29, 2006, by a Waiver, Consent and Amendment No. 2, dated as of April 18,
2007, by a Waiver, Consent and Amendment No. 3 to Credit Agreement dated as of January 3, 2008 (the
“Third Amendment”), and by an Amendment No. 4 to Credit Agreement dated as of February 26,
2008 (as so amended, the “Credit Agreement”);



     B. The Borrowers, the other Credit Parties and the Administrative Agent are parties to the
Guaranty and Collateral Agreement (as defined in the Credit Agreement);



     C. The Borrowers are in breach of (i) the financial covenant set forth in Section 11.14.1 of
the Credit Agreement with respect to the requirement to not permit EBITDA to be less than
$12,000,000 for the Computation Period ending March 31, 2009 and (ii) the financial covenant set
forth in Section 11.14.3 of the Credit Agreement with respect to the requirement to maintain a
Total Debt to EBITDA Ratio of not more than 3.50 to 1.0 as of the last day of the Computation
Period ending March 31, 2009. Each of the breaches referred to in clauses (i) and (ii) of the
immediately preceding sentence constitute an Event of Default under Section 13.1.5 of the Credit
Agreement (the Events of Default resulting from such breaches are sometimes collectively referred
to below as the “Prior Specified Events of Default” and individually as a “Prior
Specified Event of Default”);



     D. The Borrowers, the other Credit Parties a party thereto, the Administrative Agent, and the
Lenders are parties to a certain Modification and Limited Waiver Agreement, dated as of March 31,
2009 (the “Original Limited Waiver Agreement”);



     E. The Lenders, pursuant to the Original Limited Waiver Agreement (as defined below), granted
a limited waiver with respect to Prior Specified Events of Default which limited waiver would, if
not for the extension of the Limited Waiver Period (as defined in the Original



 









 




Limited Waiver
Agreement) provided for in this Agreement (subject to the terms and conditions hereof), expire on
May 15, 2009 with the result that the Lenders and the Administrative Agent would be entitled (if
not for such extension) to exercise at any time on or after May 16, 2009 their respective rights
and remedies under the Loan Documents and applicable law with respect to an Event of Default;




     F. The Borrowers anticipate that the Borrowers will be in breach of (i) the financial covenant
set forth in Section 11.14.1 of the Credit Agreement with respect to the requirement to not permit
EBITDA to be less than $12,000,000 for the Computation Period ending June 30, 2009, (ii) the
financial covenant set forth in Section 11.14.2 of the Credit Agreement with respect to the
requirement to not permit the Fixed Charge Coverage Ratio to be less than 1.25 to 1.0 for the
Computation Period ending June 30, 2009 and (iii) the financial covenant set forth in Section
11.14.3 of the Credit Agreement with respect to the requirement to maintain a Total Debt to EBITDA
Ratio of not more than 3.00 to 1.0 as of the last day of the Computation Period ending June 30,
2009. Each of the breaches referred to in clauses (i), (ii) and (iii) of the immediately preceding
sentence would (assuming such breach occurs) constitute an Event of Default under Section 13.1.5 of
the Credit Agreement as of June 30, 2009 (the Events of Default that would result from such
breaches (assuming they occur) are sometimes collectively referred to below as the “Anticipated
Specified Events of Default” and individually as an “Anticipated Specified Event of
Default”). The Prior Specified Events of Default and the Anticipated Specified Events of
Default are sometimes collectively referred to below as the “Specified Events of Default”
and individually as a “Specified Event of Default”;



     G. Each of the Specified Events of Default would (if not for the limited waiver granted
(subject to the terms and conditions hereof) herein) entitle the Lenders and the Administrative
Agent to immediately exercise their respective rights and remedies under the Loan Documents and
applicable law with respect to an Event of Default; and



     H. The Borrowers have requested that Lenders representing at least the Required Lenders amend
the Original Waiver Agreement, pursuant to this Agreement, in order to (among other things): (i)
modify the limited waiver set forth in the Original Limited Waiver Agreement to include a limited
waiver of (in addition to the Prior Specified Events of Default) the Anticipated Events of Default
and (ii) extend the Limited Waiver Period from May 15, 2009 to July 31, 2009 (the modification
referred to in clause (i) above and the extension referred to in this clause (ii) are collectively
referred to below as the “Limited Waiver Modification and Extension”); and the Lenders
signatory hereto, representing at least the Required Lenders, are willing to agree to the Limited
Waiver Modification and Extension on the terms and subject to the conditions provided herein.



     NOW, THEREFORE, in consideration of the premises herein contained and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending
to be legally bound, hereby agree to amend and restate the Original Limited Waiver Agreement so as
to provide in its entirety as follows and to be bound by this Agreement:



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ARTICLE I

CERTAIN DEFINITIONS




     1.01 The term “Limited Waiver Period” shall mean the period from (and including) March
31, 2009 to (and including) July 31, 2009.



     1.02 The term “Dollar Equivalent of Euro Revolving Outstandings” shall mean the
aggregate Dollar Equivalent of the sum of (a) the aggregate principal amount of all outstanding
Parent Revolving Loans borrowed in Euros, (b) the Parent Stated Amounts with respect to Parent
Letters of Credit issued in Euros, (c) the aggregate principal amount of all outstanding German
Revolving Loans borrowed in Euros, and (d) the German Stated Amounts with respect to German Letters
of Credit issued in Euros.



     1.03 The term “Amendment and Restatement Date” shall mean May 15, 2009.



     1.04 The term “Limited Waiver Extension Fee” shall have the meaning given that term in
Section 4.01 of this Agreement.



     1.05 The term “Additional Collateral and Guaranties” shall mean, collectively, the
following pledges, guaranties and security interests:



          (i) the Parent shall pledge 100% (not just the current 65% pledged under the Guaranty and
Collateral Agreement as it exists on the date hereof) of all equity interests of Baldwin Americas
Corporation, Baldwin Asia Pacific Corporation, MTC Trading Company and Baldwin Europe Consolidated,
Inc. to secure the Parent’s unconditional guaranty (under the Guaranty and Collateral Agreement) of
the payment and performance of the Borrower Obligations (as defined in the Guaranty and Collateral
Agreement) of Newco.




          (ii) Baldwin Asia Pacific Corporation shall unconditionally guaranty the payment and
performance of the Borrower Obligations of Newco and such guaranty shall be secured by a pledge of
all of the stock issued by Japan-Baldwin Ltd.




          (iii) Baldwin Americas Corporation shall unconditionally guaranty the payment and performance
of the Borrower Obligations of Newco and such guaranty shall be secured by a security interest in
all of the assets of Baldwin Americas Corporation except the equity interests of Baldwin India
Private Ltd. and Baldwin Americas do Brasil Ltda. and any real property leasehold interests.




          (iv) MTC Trading Company shall unconditionally guaranty the payment and performance of the
Borrower Obligations of Newco and such guaranty shall be secured by a security interest in all of
the assets (excluding any real property leasehold interests) of MTC Trading Company.




          (v) BEC Inc. shall unconditionally guaranty the payment and performance of the Borrower
Obligations of Newco and such guaranty shall be secured by a security interest in all of its assets
(including all stock issued by Baldwin Graphic Equipment BV but excluding any real property
leasehold interests).




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          (vi) Oxy-Dry Corporation shall unconditionally guaranty the payment and performance of the
Borrower Obligations of Newco and such guaranty shall be secured by a security interest in all of
the assets of Oxy-Dry Corporation except the stock of Oxy-Dry U.K. Limited and any real property
leasehold interests.




          (vii) Baldwin Graphic Equipment BV shall unconditionally guaranty the payment and performance
of the Borrower Obligations of Newco and such guaranty shall be secured by a security interest in
all of the assets of Baldwin Graphic Equipment BV (including all stock issued by BEC BV but
excluding any real property leasehold interests).




          (viii) BEC BV shall unconditionally guaranty the payment and performance of the Borrower
Obligations of Newco and such guaranty shall be secured by a security interest in all of the assets
of BEC BV, including, without limitation, all stock of Newco and Baldwin Jimek AB but excluding
stock issued by Baldwin Italy SRL and any real property leasehold interests.




          (ix) Newco shall, in addition to its pledge of all of the stock of BGG and Oxy-Dry GmbH (to
secure its guaranty of the Borrower Obligations of BGG and Oxy-Dry GmbH) already provided for in
the German Pledge Agreements, pledge all of the stock of BGG and Oxy-Dry GmbH in order to secure
the payment and performance of all other Borrower Obligations of Newco including without limitation
those under the Credit Agreement, any Permanent Loan Note evidencing the Term Loans or any other
Borrower Obligations of Newco relating to the Term Loans.




          (x) BGG and Oxy-Dry GmbH shall unconditionally guaranty all Borrower Obligations of Newco.




          (xi) BGG shall grant a security interest in all of its assets (excluding any real property
leasehold interests) to secure all of its Borrower Obligations (including without limitation with
respect to the German Revolving Loans and the guaranty of BGG referred to in clause (x) above).




          (xii) Oxy-Dry GmbH shall grant a security interest in all of its assets (excluding any real
property leasehold interests) to secure all of its Borrower Obligations (including without
limitation with respect to the German Revolving Loans and the guaranty of Oxy-Dry GmbH referred to
in clause (x) above).




     All such pledges and security interests shall be first priority pledges and security interests
(it is understood and agreed that for non-stock collateral, there may be certain non-material
“carve-outs” from the collateral, provided such carve-outs are reasonably acceptable to the
Administrative Agent). Nothing contained in this Agreement shall, or shall be interpreted to,
impair or limit any guaranties or collateral previously granted to the Administrative Agent and/or
any Lender under the Guaranty and Collateral Agreement, any other Collateral Document or any other
applicable Loan Document.



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ARTICLE II

LIMITED WAIVER




     2.01 The undersigned Lenders (representing at least the Required Lenders) hereby waive
(subject to the terms and conditions hereof), for the Limited Waiver Period only, the Specified
Events of Default (the waiver granted in this sentence is referred to below as the “Limited
Waiver”). (For the avoidance of doubt, the Required Lenders shall not have the right to impose
during the Limited Waiver Period the additional 2% default rate(s) under Sections 4.1 or 5.2(a) of
the Credit Agreement by reason of the Specified Events of Default but shall have the right to do so
upon the occurrence and during the continuance of any other Event of Default.) The Limited Waiver
is limited solely to the Specified Events of Default and shall not apply to any other Events of
Default and is also limited solely to the Limited Waiver Period and shall not extend to any period
beyond the Limited Waiver Period. Without limiting the generality of the immediately preceding
sentence, the Borrowers (and other Credit Parties) hereby acknowledge and agree that (i) the
Limited Waiver does not apply to any breach of Sections 11.14.1, 11.14.2 or 11.14.3 of the Credit
Agreement other than the breach of Section 11.14.1 for the Computation Periods ending March 31,
2009 and June 30, 2009, the breach of Section 11.14.2 for the Computation Period ending June 30,
2009, and the breach of Section 11.4.3 as of the last day of the Computation Periods ending March
31, 2009 and June 30, 2009 and (ii) after the Limited Waiver Period, the Specified Events of
Default shall (unless otherwise hereafter waived in writing by the Required Lenders (it being
understood and agreed that any such waiver would be at the sole and absolute discretion of the
Required Lenders and no Lender has any obligation to grant such waiver)) exist and be continuing
Events of Default for all purposes and the Lenders and the Administrative Agent shall have the
right at any time (including immediately) to exercise any or all of their respective rights and
remedies under the Loan Documents and under applicable law with respect to any of the Specified
Events of Default including without limitation the right to impose the default rates under Section
4.1 or 5.2(a) of the Credit Agreement, accelerate any or all the Loans or other Obligations, refuse
to make any additional Revolving Loans or to issue any additional Letters of Credit, terminate the
Commitments, immediately enforce any and all Obligations and/or realize on the Collateral. Each of
the Borrowers and the other Credit Parties hereby consents to, and acknowledges the availability
of, each and every right and remedy set forth in the Credit Agreement, the Guaranty and Collateral
Agreement and the other Loan Documents with respect to (i) the Specified Events of Default after
the Limited Waiver Period and (ii) any Event of Default other than the Specified Events of Default
at any time.



ARTICLE III

CERTAIN MODIFICATIONS




     3.01 Certain Agreements Regarding Limited Waiver Period. In consideration of the Lenders’
granting (subject to the terms and conditions hereof) the Limited Waiver above, each of the
Borrowers and the other Credit Parties hereby acknowledges and agrees as follows:




     (a) Notwithstanding anything to the contrary contained in the Credit Agreement, the
Notes or the other Loan Document, the Applicable Margin during the Limited Waiver Period for
all of the Loans and the undrawn amounts of each Letter of Credit, as the case may be, shall
be the following applicable rates per annum:



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	     LIBOR	 	Base Rate	 	Non-Use	 	L/C Fee
	     Margin	 	Margin	 	Fee Rate	 	Rate
	     4.50%
	 	 	3.00	%	 	 	0.500	%	 	 	4.50	%







     (b) With respect to any LIBOR Loan borrowed or continued during the Limited Waiver
Period, and with respect to any Base Rate Loan converted into a LIBOR Loan during the
Limited Waiver Period, the only Interest Period that may be selected is a period of one
month.




     (c) The Borrowers shall not request any Letters of Credit to be issued or to be
extended during the Limited Waiver Period. Oxy-Dry GmbH shall not request any new German
Revolving Loans in the Limited Waiver Period.




     (d) No Borrower shall make any borrowing of a Revolving Loan during the Limited Waiver
Period if immediately after such borrowing the Dollar Equivalent of all Revolving
Outstandings shall exceed $17,100,000. In addition to (and not in limitation of) the
restriction set forth in the immediately preceding sentence, (i) no Borrower shall make any
borrowing of a Revolving Loan in Euros during the Limited Waiver Period if immediately after
such borrowing the Dollar Equivalent of Euro Revolving Outstandings exceeds $4,000,000 and
(ii) if at any time(s) during the Limited Waiver Period the Dollar Equivalent of Euro
Revolving Outstandings exceeds $4,000,000 (it being agreed that for purposes of this clause
(ii) the Revaluation Date shall be each day in the Limited Waiver Period), the Parent shall
immediately cause the prepayment (i.e., shall cause a mandatory prepayment) of a
sufficient amount of Revolving Loans borrowed in Euros so that the Dollar Equivalent of Euro
Revolving Outstandings no longer exceeds $4,000,000. For the avoidance of doubt, the
provisions of Section 8.4 of the Credit Agreement shall apply to any prepayment made
pursuant to the immediately preceding sentence. Upon the request of the Parent, the
Administrative Agent shall have the right (but not the obligation and shall have no
liability for its refusal to do so) to make the provisions of Section 6.2.2(d) of the Credit
Agreement apply to any such prepayment with such conforming changes to Section 6.2.2(d) (as
such Section applies to any such prepayment) as the Administrative Agent shall require in
connection with any such prepayment.




     (e) No (i) Specified Permitted Redemption shall be made during the Limited Waiver
Period and (ii) Rabbi Trust Permitted Payment under clause (a) of the definition of Rabbi
Trust Permitted Payments shall be made during the Limited Waiver Period. The Borrowers and
other Credit Parties represent and warrant that no Specified Permitted Redemption Payment
and no Rabbi Trust Permitted Payment has been made from (and including) January 1, 2009 to
(and including) the date hereof.




     (f) The restrictions and other provisions of (1) the definition of Asset Dispositions
and (2) Sections 10.2, subclauses (v), (vi) and (vii) of Section 11.5, 11.11(a), and
11.11(j) of the Credit Agreement that apply if there is an Event of Default shall be deemed
to apply during the Limited Waiver Period whether or not an Event of Default exists. The
Borrowers also agree that, with respect to any Debt that would otherwise be permitted under
the terms of subclauses (ii) and (iii) of subsections 11.1(d) of the Credit



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Agreement and is created during the Limited Waiver Period, (a) such Debt shall (in
addition to complying with any other restrictions in the Credit Agreement) only consist of
Debt incurred in the ordinary course of business of the Parent and its Subsidiaries
consistent with prior practices of the Parent and its Subsidiaries and (b) no such Debt
shall consist of loans to or other Debt owed by Japan-Baldwin Ltd. Borrowers and other
Credit Parties represent and warrant that, with respect to any Debt created under such
subclauses (ii) and (iii) in the period from January 1, 2009 to (and including) the date
hereof, (a) all such Debt was incurred in the ordinary course of business of the Parent and
its Subsidiaries consistent with prior practices of the Parent and its Subsidiaries and (b)
no such Debt consists of loans to or other Debt owed by Japan-Baldwin Ltd.



     3.02 Swedish Letter of Credit. It is acknowledged that the Parent had previously
requested, and the Administrative Agent has issued, a Parent Letter of Credit in the amount of
5,000,000 Swedish Krona (LaSalle Bank National Association letter of credit #S605274 and Bank of
America, N.A. letter of credit #68030846) (as same may be modified from time to time, the
“Swedish Letter of Credit”). It is acknowledged and agreed that the Swedish Letter of
Credit is one of the Parent Letters of Credit and that the terms and provisions of the Credit
Agreement (including without limitation Sections 2.1.5 and 2.3 of the Credit Agreement) and the
other Loan Documents shall apply to the Swedish Letter of Credit. The term “Euros” as used in the
Credit Agreement (and any other applicable Loan Document) shall be deemed to mean “Swedish Krona”
in connection with the Swedish Letter of Credit. Without limiting the generality of the
immediately preceding sentence, the Dollar Equivalent of the Stated Amount of the Swedish Letter of
Credit shall be the equivalent amount thereof in Dollars as determined by the Administrative Agent
or the Issuing Lender, as the case may be, at such time on the basis of the Spot Rate (determined
in respect of the most recent Revaluation Date) for the purchase of Dollars with Swedish Krona.



     3.03 Modifications to Credit Agreement. The Credit Agreement is hereby deemed
modified to reflect all of the terms and provisions of Sections 3.01 and 3.02 above. Any breach by
any Borrower (or other Credit Party) of any of the terms or provisions of Section 3.01 or of
Article IV below or any other term or provision of this Agreement shall be deemed an Event of
Default for all purposes.



ARTICLE IV

CERTAIN COVENANTS AND OTHER PROVISIONS




     4.01 Limited Waiver Extension Fee. In consideration of the Required Lenders entering
into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Borrowers hereby agree to pay, simultaneously with the execution
and delivery of this Agreement, to each Lender who executes and delivers this Agreement on or
before the Amendment and Restatement Date, a limited waiver extension fee equal to such Lender’s
pro-rata share of the product of (a) the sum of the aggregate Term Loan Exposures of all Lenders on
the Amendment and Restatement Date plus the aggregate Revolving Commitments of all Lenders on the
Amendment and Restatement Date multiplied by (b) 0.15% (i.e., 15 basis points). The phrase
“pro-rata share” as used in the immediately preceding sentence shall mean, with respect to any
Lender, the percentage obtained by dividing (i) such Lender’s aggregate Revolving Commitments
plus such Lender’s Term Loan Exposure as of the



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Amendment and Restatement Date by (ii) the aggregate amount of Revolving Commitments of all
Lenders plus the Term Loan Exposures of all Lenders as of the Amendment and Restatement
Date. The term “Limited Waiver Extension Fee” as used herein shall mean the aggregate limited
waiver extension fees owed (pursuant to this Section 4.01) to those Lenders who execute and
deliver this Agreement.




     4.02 Additional Collateral and Guaranties. In consideration of Lenders representing
at least the Required Lenders entering into this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Borrowers hereby
covenant to cause the execution and delivery of the Additional Collateral and Guaranties as soon as
reasonably practicable but in no event later than June 22, 2009. The Additional Collateral and
Guaranties shall be evidenced by documentation (including, without limitation, collateral and
guarantee agreements (and/or modifications) and also related authorizing resolutions, certificates,
legal opinions and other related documents) in form and substance satisfactory to the
Administrative Agent and its counsel (both domestic counsel and, where applicable, foreign counsel)
in their good faith discretion.



     The Borrowers understand and agree that (i) failure to cause the execution and delivery of the
Additional Collateral and Guaranties by June 22, 2009 in accordance with such documentation shall
constitute an Event of Default and (ii) there is no express or implied agreement on the part of the
Lenders, even if the Borrowers do comply with their obligations under this Section 4.02, to (a)
waive the Specified Events of Default at the end of the Limited Waiver Period and/or (b) enter into
any other modification or waiver of the Loan Documents.



     4.03 Guaranty and Collateral Agreement. Pursuant to Section 3.02 of the Third
Amendment, Annex A attached hereto and hereby made a part hereof (i) amends Section 2.7 of the
Guaranty and Collateral Agreement and (ii) amends and restates certain Parts XI and XVI of Schedule
8 to the Guaranty and Collateral Agreement, in each case in order to clarify and confirm the
parties’ understanding as to certain matters. It is agreed that the amendment of Section 2.7 and
the amendment and restatement of such Parts as set forth in Annex A confirms the intent and
agreement of the parties as of the date the BEC BV Restructuring (as defined in the Third
Amendment) was consummated and, accordingly, such amendment and amendment and restatement are
deemed to be effective as of such date. Except as amended by Annex A, the Guaranty and Collateral
Agreement as originally constituted remains in full force and effect. Nothing contained in this
Section 4.03 or in Annex A shall, or shall be interpreted to, impair or limit the provisions of
Section 4.02 above including without limitation any subsequent modifications to the Guaranty and
Collateral Agreement deemed appropriate by the Administrative Agent in connection with Section
4.02.



     4.04 Rolling 13 Week Cash Flow Forecasts. The Parent shall timely deliver to the
Lenders and the Administrative Agent, on a bi-weekly basis, rolling updated 13-week cash flow
forecasts for the Parent and its Subsidiaries (such forecasts to be in the same format as the
13-week cash flow forecasts delivered prior to the date hereof).



     4.05 Certain Reports. The Borrowers shall promptly provide to the Administrative Agent
(i) a copy of the engagement letter and any other document(s) relating to the scope of any work
that Carl Marks Advisory Group LLC (or affiliated entity or similar advisory company) has



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been engaged to (or will be engaged to) perform for any of the Borrowers or their Subsidiaries
and (ii) access to (including copies of) any reports or other material documents provided at any
time by Carl Marks Advisory Group LLC (or affiliated entity or similar advisory company) to any of
the Borrowers or their Subsidiaries.




ARTICLE V

CONDITIONS PRECEDENT




     5.01 Prior Effectiveness. The effectiveness of the “Limited Waiver” (as defined in
the Original Limited Waiver Agreement) and of the modifications set forth in Article III of the
Original Limited Waiver Agreement was subject to the satisfaction of the conditions precedent set
forth in Section 4.01 of the Original Limited Waiver Agreement. The Borrowers hereby confirm that
all of the conditions precedent set forth in Sections 4.01(a)-(d), inclusive, of the Original
Limited Waiver Agreement were satisfied. The Administrative Agent hereby confirms that the
condition precedent set forth in Sections 4.01(e) of the Original Limited Waiver Agreement was
satisfied.



     5.02 Conditions to Effectiveness. The effectiveness of the Limited Waiver
Modification and Extension is subject to the satisfaction of the following conditions precedent,
unless specifically waived in writing by the Administrative Agent:




     (a) The Administrative Agent shall have received this Agreement duly executed by the
Borrowers, the other Credit Parties and Lenders constituting at least the Required Lenders;




     (b) The representations and warranties contained herein and in the Credit Agreement,
the Guaranty and Collateral Agreement and the other Loan Documents shall be true and correct
in all respects (or if the applicable representation or warranty is not qualified by a
materiality qualifier, true and correct in all material respects) with the same effect as if
made on the date hereof (except to the extent stated to relate to a specific earlier date,
in which case such representations and warranties shall be true and correct in all respects
(or if the applicable representation or warranty is not qualified by a materiality
qualifier, true and correct in all material respects) as of such earlier date);




     (c) No Event of Default (other than the Specified Events of Default) or Unmatured Event
of Default shall have occurred and be continuing;




     (d) The Borrowers shall pay the Limited Waiver Extension Fee simultaneously with the
execution and delivery of this Agreement;




     (e) The Borrowers shall reimburse the Administrative Agent, simultaneously with the
execution and delivery of this Agreement, for all of the costs and expenses referred to in
Section 8.05 hereof which have accrued as of the Amendment and Restatement Date; and




     (f) The Administrative Agent shall have received such other documents (in form and
substance reasonably satisfactory to the Administrative Agent) as reasonably requested by
the Administrative Agent.




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ARTICLE VI

NO OTHER WAIVER




     6.01 No Other Waiver. Except for the Limited Waiver, nothing contained in this
Agreement shall be construed as a waiver by the Administrative Agent or the Lenders of any covenant
or other provision of the Credit Agreement, the Guaranty and Collateral Agreement, the other Loan
Documents, or of any other contract or instrument among the Borrowers and/or the other Credit
Parties, as the case may be, and the Administrative Agent and/or the Lenders (and/or their
respective Affiliates), as the case may be, and the failure of the Administrative Agent and/or
Lenders (and/or their respective Affiliates) at any time or times hereafter to require strict
performance by the Borrowers and/or the other Credit Parties of any provision thereof shall not
waive, affect or diminish any right of the Administrative Agent and the Lenders (or their
respective Affiliates) to thereafter demand strict compliance therewith.



ARTICLE VII

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES




     7.01 Ratifications. The terms and provisions of the Credit Agreement and the other
Loan Documents, as hereby modified, are ratified and confirmed and shall continue in full force and
effect. The Borrowers and other Credit Parties, the Lenders and the Administrative Agent agree
that the Credit Agreement and the other Loan Documents, as modified hereby, shall continue to be
the legal, valid and binding obligations of the parties thereto, enforceable against such parties
in accordance with their respective terms. Without limiting the generality of the foregoing, the
Borrowers and the other Credit Parties hereby confirm and agree that (a) all Liens under the
Collateral Documents remain in full force and effect and (b) the guaranty obligations and other
obligations of the Borrowers and all other Credit Parties under the Guaranty and Collateral
Agreement (and other applicable Collateral Documents) remain in full force and effect and (as set
forth in the Guaranty and Collateral Agreement) shall not be impaired or otherwise limited by any
waiver or modification set forth in this Agreement (and nothing contained in this Agreement shall,
or shall be interpreted to, create a custom, course of dealing or other agreement or arrangement by
which the consent or confirmation of any Credit Party to any modification or waiver is required in
order to keep any obligations under the Guaranty and Collateral Agreement in full force and effect,
it being agreed that no such consent or confirmation is necessary or required in order to keep such
obligations in full force and effect).



     7.02 Representations and Warranties. Each of the Borrowers and the other Credit
Parties hereby represents and warrants to the Administrative Agent and the Lenders that (a) the
execution, delivery and performance of this Agreement and any and all Loan Documents executed
and/or delivered in connection herewith have been authorized by all requisite corporate (or other
applicable organization) action on the part of such Borrower or other Credit Party, as the case may
be, and will not violate the charter, by-laws or other organizational documents of such Borrower or
other Credit Party; (b) all proceedings (including without limitation all resolutions) referred to
in Section 4.01(d) of the Original Limited Waiver Agreement remain in full force and effect and the
authorities granted therein include the authority of all Borrowers and other Credit Parties that
are a party hereto to execute, deliver and perform this Agreement; (c) the representations and
warranties of such Borrower or other Credit Party, as the case may be, contained in any Loan
Document are true and correct in all respects (or if the applicable



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representation or warranty is not qualified by a materiality qualifier, true and correct in
all material respects) on the date hereof and on and as of the date of execution hereof as though
made on and as of each such date (except to the extent stated to relate to a specific earlier date,
in which case such representations and warranties were true and correct in all respects (or if the
applicable representation or warranty is not qualified by a materiality qualifier, true and correct
in all material respects) as of such earlier date); and (d) except for the Specified Events of
Default, no Event of Default or Unmatured Event of Default has occurred and is continuing. The
Borrowers and the other Credit Parties acknowledge and agree that the unpaid principal of, and
accrued and unpaid interest under, each of the Loans as of May 15, 2009 is as set forth below and
such sums are justly owed without claim, counterclaim, cross-complaint, offset, defense or other
reduction of any kind against the Lenders or the Administrative Agent:




     (a) Parent Revolving Loans borrowed in Dollars: unpaid principal of $12,100,000 and
accrued and unpaid interest of $3,260.28 is owed by the Parent.




     (b) Parent Revolving Loans borrowed in Euros: unpaid principal of €0 and accrued and
unpaid interest of €0 is owed by the Parent.




     (c) German Revolving Loans borrowed by BGG in Dollars: unpaid principal of $0 and
accrued and unpaid interest of $0 is owed by BGG.




     (d) German Revolving Loans borrowed by BGG in Euros: unpaid principal of €1,000,000
and accrued and unpaid interest of €3,513.89 is owed by BGG.




     (e) German Revolving Loans borrowed by Oxy-Dry GmbH in Dollars: unpaid principal of $0
and accrued and unpaid interest of $0 is owed by Oxy-Dry GmbH.




     (f) German Revolving Loans borrowed by Oxy-Dry GmbH in Euros: unpaid principal of €0
and accrued and unpaid interest of €0 is owed by Oxy-Dry GmbH.




     (g) Term Loans: unpaid principal of €7,945,735.98 and accrued and unpaid interest of
€27,920.43 is owed by Newco.




     (h) Parent Letters of Credit issued in Dollars: the portion of the Parent Stated Amount
with respect to such Letters of Credit is $382,916.00.




     (i) Parent Letters of Credit issued in Swedish Krona: the portion of the Parent Stated
Amount with respect to such Letters of Credit is 5,000,000 Swedish Krona.




     (j) Parent Letters of Credit issued in Euros: the portion of the Parent Stated Amount
with respect to such Letters of Credit is €0.



ARTICLE VIII

MISCELLANEOUS PROVISIONS




     8.01 Survival of Representations and Warranties. All representations and warranties
made in the Credit Agreement, the Guaranty and Collateral Agreement or any other Loan Documents or
under or in connection with this Agreement, including, without limitation,



-11-









 







any document furnished in connection with this Agreement, shall survive the execution and
delivery of this Agreement and any Loan Document.



     8.02 Severability. Any provision of this Agreement held by a court of competent
jurisdiction to be invalid or unenforceable shall not impair or invalidate the remainder of this
Agreement and the effect thereof shall be confined to the provision so held to be invalid or
unenforceable.



     8.03 Successors and Assigns. This Agreement is binding upon and shall inure to the
benefit of the Administrative Agent, the Lenders, the Borrowers and the other Credit Parties and
their respective successors and assigns, except that no Borrower or other Credit Party may assign
or transfer any of its rights or obligations hereunder without the prior written consent of the
Administrative Agent. It is acknowledged and agreed that Bank of America, N.A., has, as successor
by merger to LaSalle Bank National Association, succeeded to all of the respective rights and
duties of LaSalle Bank National Association as a Lender and the Administrative Agent under the Loan
Documents.



     8.04 Preliminary Statements. The Preliminary Statements set forth in this Agreement
are accurate and shall form a substantive part of the agreement of the parties hereto.



     8.05 Certain Costs and Expenses. Without in any way limiting the generality of
Sections 10.2 or 15.5 of the Credit Agreement, the Parent acknowledges and agrees that it shall (i)
promptly pay the reasonable fees and disbursements of all legal counsel retained by the
Administrative Agent in connection with the preparation, negotiation, execution and delivery of
this Agreement or any future waiver or modification (or proposed modification or waiver whether or
not consummated), if any, of any Loan Document(s) (provided that Borrower shall not have to pay the
allocable costs of internal legal services of the Administrative Agent in connection with the
preparation, negotiation, execution and delivery of this Agreement provided it is understood and
agreed that this parenthetical phrase shall not, and shall not be interpreted to, limit the right
of the Administrative Agent or any Lender to receive the allocable costs of internal legal services
with respect to agreements or matters other than the preparation, negotiation, execution and
delivery of this Agreement), (ii) cooperate with, and promptly pay the reasonable fees and
out-of-pocket expenses with respect to, a field exam to be performed by the Administrative Agent in
the Limited Waiver Period with respect to the accounts receivable and inventory of the Borrowers
and certain other Credit Parties and the books and records relating thereto and (iii) cooperate
with, and promptly reimburse the Administrative Agent for the reasonable fees and out-of-pocket
expenses of, Capstone (as defined below) in the performance of the Capstone Engagement (as defined
below). “Capstone” shall mean Capstone Advisory Group, LLC which has been retained by Finn
Dixon & Herling LLP, counsel to the Administrative Agent, to conduct certain analyses of the
business, systems or other operations, business plans and/or other financial affairs of the
Borrowers and/or the other Credit Parties (the “Capstone Engagement”). Such cooperation
shall include, without limitation, allowing visits and inspections of the Borrowers’ (and other
Credit Parties’) assets, books and records (and allowing copies or extracts of same to be made by
the Administrative Agent or Capstone, as the case may be), offices and other locations, providing
access to the officers and personnel of the Borrowers and the other Credit Parties and their
independent auditors to discuss the business, operations, business plans and other financial
affairs (including the books and records) of the Borrowers and



-12-









 







other Credit Parties (and the Borrowers and other Credit Parties hereby authorize such
independent auditors to discuss same with the Administrative Agent or Capstone, as the case may be)
and providing (at the expense of the Parent or other applicable Credit Party) clerical and other
assistance, in each case upon reasonable advance notice (to the extent reasonably practical under
the circumstances) and during normal business hours. The Borrowers and other Credit Parties hereby
agree that all findings and conclusions and other work product of Capstone shall be protected by
the attorney-client privilege and shall not be subject to review or discovery by the Borrowers or
any other Credit Party.



     8.06 Counterparts; Delivery. This Agreement may be executed in one or more
counterparts, each of which when so executed shall be deemed to be an original, but all of which
when taken together shall constitute one and the same instrument. Legal delivery of this Agreement
may be made by, among other methods, telecopy or by email (pdf., .TIFF or other electronic format).



     8.07 Headings. The headings, captions, and arrangements used in this Agreement are
for convenience only and shall not affect the interpretation of this Agreement.



     8.08 Relationship. The relationship between the Borrowers and other Credit Parties on
the one hand and the Lenders and the Administrative Agent on the other hand shall be solely that of
borrowers and guarantors, on the one hand, and lender on the other. Neither the Administrative
Agent nor any Lender has any fiduciary relationship with or duty to any Borrower or other Credit
Party arising out of or in connection with this Agreement or any of the Loan Documents, and the
relationship between the Borrowers and other Credit Parties, on the one hand, and the
Administrative Agent and the Lenders, on the other hand, in connection herewith or therewith is
solely that of debtor and creditor. The Borrowers and other Credit Parties acknowledge that they
have been advised by counsel in the negotiation, execution and delivery of this Agreement and the
Loan Documents. No joint venture is created hereby or by the Loan Documents or otherwise exists by
virtue of the transactions contemplated hereby or by the Loan Documents among the Lenders or among
the Borrowers (and other Credit Parties) and the Lenders.



     8.09 Time is of the Essence. The parties hereto (i) have agreed specifically with
regard to the times for performance set forth herein and in the Loan Documents and (ii) acknowledge
and agree such times are material to this Agreement and the Loan Documents. Therefore, time is of
the essence with respect to this Agreement and the Loan Documents.



     8.10 Jury Trial; Indemnification. Without limiting the generality of Sections 15.17,
15.18, 15.19 and 15.20 of the Credit Agreement, it is hereby agreed that the terms and provisions
of such Sections shall apply to this Agreement and any transaction or matter contemplated by, in
connection with or arising out of this Agreement.



     8.11 Applicable Law. THIS AGREEMENT SHALL BE A CONTRACT MADE UNDER AND GOVERNED BY
THE INTERNAL LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND TO BE PERFORMED
ENTIRELY WITHIN SUCH STATE (INCLUDING SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL
OBLIGATIONS LAW).



-13-









 





     8.12 Final Agreement. THE CREDIT AGREEMENT, THE GUARANTY AND COLLATERAL AGREEMENT AND
THE OTHER LOAN DOCUMENTS, AS MODIFIED HEREBY, REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH
RESPECT TO THE SUBJECT MATTER HEREOF AND THEREOF ON THE DATE THIS AGREEMENT IS EXECUTED. THE
CREDIT AGREEMENT, THE GUARANTY AND COLLATERAL AGREEMENT AND THE LOAN DOCUMENTS, AS MODIFIED HEREBY,
MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS OR SUBSEQUENT ORAL AGREEMENTS OF THE
PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING PROVISIONS, THE BORROWERS AND THE OTHER CREDIT PARTIES ACKNOWLEDGE AND
AGREE THAT NEITHER ANY LENDER NOR THE ADMINISTRATIVE AGENT HAS MADE ANY PROMISES OR ASSURANCES WITH
RESPECT TO, AND THE BORROWERS AND OTHER CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT THERE IS NO ORAL
AGREEMENT WITH RESPECT TO, ANY FUTURE AMENDMENT, WAIVER OR OTHER MODIFICATION OF THE LOAN DOCUMENTS
OR ANY RESTRUCTURING OR WORKOUT THEREOF OR WITH RESPECT THERETO. NO MODIFICATION, RESCISSION,
WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AGREEMENT SHALL BE MADE, EXCEPT BY A WRITTEN
AGREEMENT SIGNED BY THE BORROWERS AND THE REQUIRED LENDERS AND (WITH RESPECT TO MATTERS AFFECTING
THE ADMINISTRATIVE AGENT) THE ADMINISTRATIVE AGENT.



     8.13 Release. EACH OF THE BORROWERS AND THE OTHER CREDIT PARTIES HEREBY ACKNOWLEDGES
THAT, AS OF THE AMENDMENT AND RESTATEMENT DATE, IT HAS NO DEFENSE, COUNTERCLAIM, OFFSET,
CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED (A) TO
REDUCE OR ELIMINATE ALL OR ANY PART OF ITS APPLICABLE LIABILITIES UNDER ANY LOAN DOCUMENT, ANY BANK
PRODUCT AGREEMENT OR ANY HEDGING AGREEMENT WITH ANY LENDER, THE ADMINISTRATIVE AGENT OR ANY OF
THEIR RESPECTIVE AFFILIATES AND/OR (B) TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE
FROM THE ADMINISTRATIVE AGENT OR ANY OF THE LENDERS (OR ANY OF THEIR RESPECTIVE AFFILIATES). EACH
OF THE BORROWERS AND THE OTHER CREDIT PARTIES HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER
DISCHARGES THE ADMINISTRATIVE AGENT AND LENDERS, THEIR PREDECESSORS, AGENTS, AFFILIATES, EMPLOYEES,
SUCCESSORS AND ASSIGNS, FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES,
COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED,
SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN
WHOLE OR IN PART ON OR BEFORE THE DATE THIS AGREEMENT IS EXECUTED, WHICH SUCH BORROWER OR OTHER
CREDIT PARTY MAY NOW OR HEREAFTER HAVE AGAINST THE ADMINISTRATIVE AGENT, LENDERS, THEIR
PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS, IF ANY, AND IRRESPECTIVE OF WHETHER ANY
SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING
OUT OF OR



-14-









 







OTHERWISE IN ANY WAY RELATING IN ANY WAY TO THIS AGREEMENT OR ANY LOAN DOCUMENT, HEDGING
AGREEMENT, BANK PRODUCT AGREEMENT, THE OBLIGATIONS, ANY OTHER TRANSACTION CONTEMPLATED BY ANY OF
THE FOREGOING DOCUMENTS, OR ANY ACTION OR OMISSION OF THE ADMINISTRATIVE AGENT OR ANY LENDER UNDER
OR OTHERWISE IN ANY WAY RELATING TO ANY OF THE FOREGOING DOCUMENTS. THE BORROWERS AND OTHER CREDIT
PARTIES EXPRESSLY WAIVE ANY PROVISION OF STATUTORY OR DECISIONAL LAW TO THE EFFECT THAT A GENERAL
RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE RELEASING PARTY(IES) DOES NOT KNOW OR SUSPECT TO EXIST
IN SUCH PARTY’S FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY SUCH PARTY, MUST OR
MIGHT HAVE MATERIALLY AFFECTED SUCH PARTY’S SETTLEMENT WITH THE RELEASED PARTIES. NOTHING CONTAINED
IN THIS PARAGRAPH SHALL, OR SHALL BE INTERPRETED TO, IMPAIR ANY RIGHTS OF ANY BORROWER (OR OTHER
CREDIT PARTY) WITH RESPECT TO ANY DEPOSIT OR OTHER BANK ACCOUNTS OF SUCH BORROWER CREDIT PARTY (OR
ANY OF THEIR RESPECTIVE SUBSIDIARIES) WITH ANY LENDER OR THE ADMINISTRATIVE AGENT.



(Rest of page intentionally left blank.)




-15-









 





     IN WITNESS WHEREOF, each of the parties hereto has executed this Agreement as of the date
first written above.



	 	 	 	 	 
	 	BALDWIN TECHNOLOGY COMPANY, INC.

 	 
	 	By:  	     /s/ Karl S. Puehringer
 	 
	 	 	Name:  	Karl S. Puehringer 	 
	 	 	Title:  	President and CEO 	 
	 
	 	BALDWIN GERMANY HOLDING GMBH

 	 
	 	By:  	     /s/ Karl S. Puehringer
 	 
	 	 	Name:  	Karl S. Puehringer 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BALDWIN GERMANY GMBH

 	 
	 	By:  	     /s/ Karl S. Puehringer
 	 
	 	 	Name:  	Karl S. Puehringer 	 
	 	 	Title:  	Managing Director 	 
	 
	 	BALDWIN OXY-DRY GMBH

(formerly known as OXY-DRY MASCHINEN GMBH)

 	 
	 	By:  	     /s/ Karl S. Puehringer
 	 
	 	 	Name:  	Karl S. Puehringer 	 
	 	 	Title:  	Managing Director 	 
	 



[Signature Page] S-1

















 





	 	 	 	 	 	 	 
	 	 	BALDWIN GRAPHIC SYSTEMS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:

Name:
	 	     
/s/ John P. Jordan
 

John P. Jordan
	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	OXY-DRY FOOD BLENDS, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John P. Jordan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John P. Jordan	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	OXY-DRY U.K., INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John P. Jordan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John P. Jordan	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BALDWIN SOUTHEAST ASIA CORPORATION

(formerly known as Oxy-Dry Asia Pacific, Inc.)	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John P. Jordan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John P. Jordan	 	 
	 

	 	Title:
	 	Vice President	 	 
	 
	 	 	 	 	 	 
	 	 	BALDWIN AMERICAS CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Karl S. Puehringer	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Karl S. Puehringer	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	BALDWIN ASIA PACIFIC CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Karl S. Puehringer	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Karl S. Puehringer	 	 
	 

	 	Title:
	 	President	 	 






[Signature Page] S-2









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	MTC TRADING COMPANY	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Karl S. Puehringer	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Karl S. Puehringer	 	 
	 

	 	Title:
	 	President	 	 
	 
	 	 	 	 	 	 
	 	 	OXY-DRY CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John P. Jordan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John P. Jordan	 	 
	 

	 	Title:
	 	Vice President and Treasurer	 	 
	 
	 	 	 	 	 	 
	 	 	BALDWIN EUROPE CONSOLIDATED INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Karl S. Puehringer	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Karl S. Puehringer	 	 
	 

	 	Title:
	 	President	 	 






[Signature Page] S-3









 






	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BALDWIN ROCKFORD CORPORATION	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John P. Jordan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	John P. Jordan	 	 
	 

	 	Title:
	 	President and CEO	 	 
	 
	 	 	 	 	 	 
	 	 	BALDWIN EUROPE CONSOLIDATED B.V.	 	 
	 
	 	 	 	 	 	 
	 	 	By: Baldwin Graphic Equipment BV	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John  P. Jordan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name(s):
	 	John P. Jordan	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Jacobus Willems	 	 
	 

	 	 	 	 	 	 
	 

	 	Name(s):
	 	Jacobus Willems	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 	 	BALDWIN GRAPHIC EQUIPMENT B.V.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ John P. Jordan	 	 
	 

	 	 	 	 	 	 
	 

	 	Name(s):
	 	John P. Jordan	 	 
	 

	 	Title:
	 	Managing Director	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	     /s/ Jacobus Willems	 	 
	 

	 	 	 	 	 	 
	 

	 	Name(s):
	 	Jacobus Willems	 	 
	 

	 	Title:
	 	Managing Director	 	 






[Signature Page] S-4









 






	 	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Administrative Agent	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Robert Salazar	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Assistant Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	BANK OF AMERICA, N.A., as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Ashish Arora	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Sr. Credit Products Officer	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	WEBSTER BANK, NATIONAL ASSOCIATION, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Elizabeth B. Shelley 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	CITIZENS BANK OF CONNECTICUT, as Lender	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	/s/ Gary W. Burdick	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	Senior Vice President 	 	 
	 

	 	 	 	 	 	 






[Signature Page] S-5











 





Annex A





	 	1.	 	Section 2.7 of the Guaranty and Collateral Agreement is amended by deleting the
phrase “each of BEC Inc. and BEC BV” and inserting in lieu of same the phrase “each of
BEC Inc., BEC BV and Baldwin Graphic Equipment B.V.”.
	 
	 	2.	 	Part XI of Schedule 8 to the Guaranty and Collateral Agreement is amended and
restated in its entirety to read as follows:





	 	 	 	 	 
	PART XI.
	 	 	 	 
	 
	 	 	 	 
	Baldwin Europe
Consolidated, Inc.

	 	Borrower Obligations
of Parent, such
Borrower Obligations
of Parent are not
being guaranteed by
Baldwin Europe
Consolidated, Inc.
pursuant to the
guarantee set forth
in Section 2 of this
Agreement, but the
payment and
performance of such
Borrower Obligations
of Parent are secured
by all Collateral of
Baldwin Europe
Consolidated, Inc.
except the Excluded
Collateral shown in
the column to the
immediate right
	 	All stock issued by
Baldwin Graphic
Equipment B.V.
	 
	 	 	 	 
	Baldwin Europe
Consolidated, Inc.

	 	Borrower Obligations
of Newco, such
Borrower Obligations
of Newco are not
being guaranteed by
Baldwin Europe
Consolidated, Inc.
pursuant to the
guarantee set forth
in Section 2 of this
Agreement, but the
payment and
performance of such
Borrower Obligations
of Newco are secured
by all Collateral of
Baldwin Europe
Consolidated, Inc.
except the Excluded
Collateral shown in
the column to the
immediate right
	 	All stock issued by
Baldwin Graphic
Equipment B.V.






 









 






	 	 	 	 	 
	Baldwin Europe
Consolidated, Inc.

	 	Borrower Obligations
of Oxy-Dry GmbH, such
Borrower Obligations
of Oxy-Dry GmbH being
guaranteed by Baldwin
Europe Consolidated,
Inc. pursuant to this
Agreement and such
guarantee obligations
of Baldwin Europe
Consolidated, Inc.
being secured by all
Collateral of Baldwin
Europe Consolidated,
Inc. except the
Excluded Collateral
shown in the column
to the immediate
right
	 	All stock issued by
Baldwin Graphic
Equipment B.V. (which
stock is being
pledged to secure
such guarantee
obligations pursuant
to a separate Foreign
Pledge Agreement)
	 
	 	 	 	 
	Baldwin Europe
Consolidated, Inc.

	 	Borrower Obligations
of BGG, such Borrower
Obligations of BGG
being guaranteed by
Baldwin Europe
Consolidated, Inc.
pursuant to this
Agreement and such
guarantee obligations
of Baldwin Europe
Consolidated, Inc.
being secured by all
Collateral of Baldwin
Europe Consolidated,
Inc. except the
Excluded Collateral
shown in the column
to the immediate
right
	 	All stock issued by
Baldwin Graphic
Equipment B.V. (which
stock is being
pledged to secure
such guarantee
obligations pursuant
to a separate Foreign
Pledge Agreement)
	 
	 	 	 	 
	Baldwin Europe
Consolidated, Inc.

	 	Any Hedging
Obligations and other
Bank Product
Obligations of Credit
Parties other than
the Borrowers and
Baldwin Europe
Consolidated, Inc.
(it being agreed that
the Hedging
Obligations and other
Bank Product
Obligations of the
Borrowers are covered
above in this Part
XI) and any other
Obligations of Credit
Parties other than
the Borrowers and
Baldwin Europe
Consolidated, Inc.,
such Hedging
Obligations and other
Bank Product
Obligations and other
	 	All stock issued by
Baldwin Graphic
Equipment B.V.






 









 






	 	 	 	 	 
	 

	 	Obligations are not
being guaranteed by
Baldwin Europe
Consolidated, Inc.
pursuant to the
guarantee set forth
in Section 2 of this
Agreement but the
payment and
performance of such
Hedging Obligations
and other Bank
Product Obligations
and other Obligations
are secured by all
Collateral of Baldwin
Europe Consolidated,
Inc. except the
Excluded Collateral
shown in the column
to the immediate
right	 	 
	 
	 	 	 	 
	Baldwin Europe
Consolidated, Inc.

	 	Any Hedging
Obligations and other
Bank Product
Obligations of
Baldwin Europe
Consolidated, Inc.
and any other
Obligations of
Baldwin Europe
Consolidated, Inc.
not covered above in
this Part XI, such
Hedging Obligations
and other Bank
Product Obligations
and other Obligations
being secured by all
Collateral of Baldwin
Europe Consolidated,
Inc. except the
Excluded Collateral
shown in the column
to the immediate
right
	 	All stock issued by
Baldwin Graphic
Equipment B.V.







	 	3.	 	Part XVI of Schedule 8 to the Guaranty and Collateral Agreement is amended and
restated in its entirety to read as follows:





	 	 	 	 	 
	PART XVI.
	 	 	 	 
	 
	 	 	 	 
	Baldwin Graphic
Equipment B.V.

	 	Borrower Obligations
of Oxy-Dry GmbH, such
Borrower Obligations
of Oxy-Dry GmbH being
guaranteed by Baldwin
Graphic Equipment
B.V. pursuant to this
Agreement and such
guarantee
	 	All stock issued by
Baldwin Europe
Consolidated B.V.
(which stock is being
pledged to secure
such guarantee
obligations pursuant
to a separate Foreign Pledge Agreement)






 









 






	 	 	 	 	 
	 

	 	obligations
of Baldwin Graphic
Equipment B.V. being
secured by all
Collateral of Baldwin
Graphic Equipment
B.V. except the
Excluded Collateral
shown in the column
to the immediate
right
	 	 
	 
	 	 	 	 
	Baldwin Graphic
Equipment B.V.

	 	Borrower Obligations
of BGG, such Borrower
Obligations of BGG
being guaranteed by
Baldwin Graphic
Equipment B.V.
pursuant to this
Agreement and such
guarantee obligations
of Baldwin Graphic
Equipment B.V. being
secured by all
Collateral of Baldwin
Graphic Equipment
B.V. except the
Excluded Collateral
shown in the column
to the immediate
right
	 	All stock issued by
Baldwin Europe
Consolidated B.V.
(which stock is being
pledged to secure
such guarantee
obligations pursuant
to a separate Foreign
Pledge Agreement)