exv10w1






Exhibit 10.1




WAIVER AND AMENDMENT NO. 7

TO

CREDIT AGREEMENT




          THIS WAIVER AND AMENDMENT NO. 7 TO CREDIT AGREEMENT (this “Amendment”), dated as of
June 9, 2010, 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, the Lenders (as defined in the Credit
Agreement referred to below) signatory hereto and BANK OF AMERICA, N.A., a national banking
association (as successor-by-merger to LASALLE BANK NATIONAL ASSOCIATION), in its capacity as
administrative agent (in such capacity, the “Administrative Agent”) for the Lenders.




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 (i) Amendment to Credit
Agreement dated as of December 29, 2006, (ii) Waiver, Consent and Amendment No. 2, dated as of
April 18, 2007, (iii) Waiver, Consent and Amendment No. 3 to Credit Agreement dated as of January
3, 2008, (iv) Amendment No. 4 to Credit Agreement dated as of February 26, 2008, (v) Modification
and Limited Waiver Agreement dated as of March 31, 2009, as amended and restated as of May 15, 2009
and amended on June 22, 2009 (such Modification and Limited Waiver Agreement, as so amended and
restated and as so amended, and as may be further amended, restated, supplemented or otherwise
modified from time to time, the “Modification and Limited Waiver”), (vi) Waiver and
Amendment No. 5 to Credit Agreement dated as of July 31, 2009 (“Amendment No. 5”) and (vii)
Waiver and Amendment No. 6 dated as of May 12, 2010 (“Amendment No. 6”);




          B. The term “Credit Agreement” as used in this Amendment shall mean such Credit Agreement
as amended as set forth in paragraph A above;




          C. The Guaranty and Collateral Agreement (as defined in the Credit Agreement) was amended
pursuant to an Amendment No. 1 to Guaranty and Collateral Agreement, dated as of June 24, 2009; and
by an Amendment No. 2 to Guaranty and Collateral Agreement, dated as of February 16, 2010;




          D. The Borrowers have requested that Lenders constituting at least the Required Lenders agree to
further amend the Credit Agreement to (i) make certain modifications to the required Currency
Adjusted Net Sales financial covenant set forth in Section 11.14.4 of the Credit Agreement,
(ii) make certain modifications to the EBITDA financial covenant set forth in Section 11.14.1 of
the Credit Agreement, (iii) make certain modifications to the definitions of Consolidated Net
Income,EBITDA and Excess Cash Flow, and (iv) permit, subject to the terms and conditions set forth
below,




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the Nordson UV Acquisition (as defined below) and the incurrence by the Parent of Debt under
the Nordson UV Acquisition Note (as defined below);




          E. The Borrowers have notified the Lenders and the Administrative Agent that the Minimum
Liquidity and Currency Adjusted Net Sales Certificate (in the form required prior to the amendments
set forth in this Amendment) with respect to the Currency Adjusted Net Sales for the consecutive
three-month period ending May 31, 2010 would show the Currency Adjusted Net Sales for the
consecutive three-month period ending May 31, 2010 to be less than $40,080,000 in breach of the
requirement of the financial covenant set forth in Section 11.14.4 of the Credit Agreement
(as it existed prior to the amendments set forth in this Amendment) that Currency Adjusted Net
Sales for the consecutive three-month period ending May 31, 2010 not be less than $40,080,000 (the
Event of Default resulting from such breach is referred to below in this Amendment as the
“Specified Event of Default”);




          F. The Borrowers have requested that Lenders constituting at least the Required Lenders waive the
Specified Event of Default; and




          G. The Lenders signatories hereto, representing at least the Required Lenders, are willing to
provide for such amendments and waiver, all upon the terms and subject to the conditions set forth
in this Amendment.



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, agree as follows:




ARTICLE I

DEFINITIONS




     1.01 Capitalized terms used in this Amendment and not defined herein shall have the meanings
ascribed to such terms in the Credit Agreement unless otherwise stated herein.




ARTICLE II

AMENDMENTS




     2.01 Amendment to Section 1.1: Addition of New Definitions. Section 1.1 of the
Credit Agreement is hereby amended by adding the following new definitions (to be inserted in
proper alphabetical order):





Amendment No. 6 means that certain Waiver and Amendment No. 6 to Credit Agreement
dated as of May 12, 2010, among Borrowers, the other Credit Parties a party thereto, the
Lenders signatory thereto and the Administrative Agent, as amended, restated, supplemented
or otherwise modified from time to time.




Amendment No. 7 means that certain Waiver and Amendment No. 7 to Credit Agreement
dated as of June 9, 2010, among Borrowers, the other Credit Parties a party thereto, the
Lenders signatory thereto and the Administrative Agent, as amended, restated, supplemented
or otherwise modified from time to time.



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Horizon Lamps means Horizon Lamps, Inc., a New Jersey corporation.




Nordson UV means Nordson UV Limited, a limited liability company registered in
England and Wales.




Nordson UV Acquisition means the acquisition by (a) Baldwin Europe Consolidated B.V.
of all of the outstanding share capital of Nordson UV and (b) Baldwin Americas Corporation
of all of the issued and outstanding shares of capital stock of Horizon Lamps, in each case
in accordance with the Nordson UV Acquisition Agreement.




Nordson UV Acquisition Agreement means a stock purchase agreement by and among
Nordson Corporation, the Parent, Baldwin Europe Consolidated B.V. and Baldwin Americas
Corporation in the form of Exhibit A to Amendment No. 7 with such amendments or other
modifications (if any) thereto to the extent permitted under Section 11.12.




Nordson UV Acquisition Conditions means each of the following (whether a condition
is mentioned once or more than once):




(A) immediately before and after giving effect to the Nordson UV
Acquisition, no Event of Default or Unmatured Event of Default shall exist;




(B) the representations and warranties of each Borrower and any other
Credit Party contained in each of the Loan Documents are 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) on the proposed consummation date of the Nordson UV Acquisition
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);




(C) (i) all applicable waiting periods, if any, with respect to the
Nordson UV Acquisition shall have expired without any action being taken by
any competent governmental authority which restrains, prevents or imposes
any adverse conditions upon the consummation of the Nordson UV Acquisition,
(ii) the Nordson UV Acquisition shall be consummated in accordance with,
and in full compliance with (and satisfaction of), (aa) all applicable laws
and regulations and (bb) the terms and conditions of the Nordson UV
Acquisition Agreement and no condition to closing under the Nordson UV
Acquisition Agreement shall be modified or waived
unless such modification or waiver shall be approved by the Agent in
its discretion;



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(D) all representations and warranties by all parties under the
Nordson UV Acquisition Agreement (and any related document) shall be true
and correct in all material respects as of the day of closing of the
Nordson UV Acquisition (nothing contained herein shall, or shall be
interpreted to, limit (or constitute a waiver of) any claim or right of the
Parent or any other Loan Party (or of the Agent as collateral assignee of
such claims or rights) against Nordson Corporation for any breach by
Nordson Corporation of any representation or warranty by Nordson
Corporation under the Nordson UV Acquisition Agreement (or any such related
document);




(E) No finder’s, broker’s or investment banker’s fee or other similar
fee, except for the EuroConsult fee referred to in the Nordson UV
Acquisition Agreement, is payable by the Parent or any of its Subsidiaries
in connection with the Nordson UV Acquisition;




(F) any actions required by the Administrative Agent under the
Guaranty and Collateral Agreement (and any other applicable Collateral
Document) in connection with the Nordson UV Acquisition will be satisfied
simultaneously with the closing of such Acquisition including without
limitation adding Horizon Lamps as a Full Pledging Guarantor thereunder and
the delivery of all applicable certificated securities and related stock or
other transfer powers with respect to the Capital Securities of Horizon
Lamps and Nordson UV (provided, however, that at the discretion of the
Administrative Agent some or all of such actions may be taken after such
closing and, in such event, the Parent hereby covenants to cause all such
post-closing actions to be taken and the failure to do same shall be an
Event of Default under the Credit Agreement); and




(G) the Nordson UV Acquisition must be consummated no later than June
30, 2010 (or such later date as the Administrative Agent may approve in its
discretion).




Nordson UV Acquisition Note means an unsecured subordinated promissory note of the
Parent in the principal amount of $2,150,000 (as such principal amount may be adjusted
pursuant to Section 9 of such subordinated promissory note) with a final maturity date in
June of 2015 and otherwise in the form attached as Exhibit D to Amendment No. 7.




Nordson UV Acquisition Indemnification Obligations means the indemnification
obligations of the Parent set forth in the Nordson UV Acquisition Agreement.




Technotrans Litigation Recovery means the 6,500,000 Euros that were received by the
Parent and/or by one or more of its Subsidiaries in settlement of the Technotrans
Litigation.



     2.02 Amendment to Definition of Consolidated Net Income. The definition of the term
Consolidated Net Income set forth in Section 1.1. of the Credit Agreement is hereby amended
by





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adding the following sentence to the end thereof: “In calculating Consolidated Net Income for
purposes of determining EBITDA (i) with respect to any financial covenant (including any financial
covenant set forth in Section 11.14) for any testing period, or as of any testing date,
ending on or after March 31, 2010 and (ii) determining Excess Cash Flow for the Fiscal Year of the
Parent and its Subsidiaries ending June 30, 2010, any income or gain with respect to the
Technotrans Litigation Recovery shall be excluded.




     2.03 Amendment to Definition of EBITDA. The definition of the term EBITDA set forth in
Section 1.1. of the Credit Agreement is hereby amended by:




               (a) deleting the phrase “, and (x)” and inserting in lieu thereof the phrase “, (x)”;




     (b) deleting the phrase “, the “Fifth Amendment Expenses”),” and inserting in lieu
thereof the phrase: “, the “Fifth Amendment Expenses”), (xi) to the extent paid by
the Borrowers and not capitalized, the $20,000 waiver fee under Amendment No. 6 and the
legal fees of the Administrative Agent incurred in connection with Amendment No. 6 and (xii)
to the extent paid by the Borrowers and not capitalized, the $100,000 amendment fee under
Amendment No. 7 and the legal fees and Capstone fees incurred by the Agent in connection
with Amendment No. 7,”; and




     (c) adding a new sentence to the end of such definition to read in its entirety as follows:
“In addition, such adjustments shall be made when calculating EBITDA as shall in good faith
be required by the Administrative Agent in connection with the Nordson UV Acquisition
(including without limitation the elimination of one-time events (whether expense, loss,
income or gain) associated with the Nordson UV Acquisition).”



    2.04 Amendment to Definition of Excess Cash Flow. The definition of the term Excess Cash
Flow set forth in Section 1.1. of the Credit Agreement is hereby amended by deleting the
phrase “and minus (i) any Fifth Amendment Expenses (as defined in the definition of EBITDA)
paid in cash by the Parent and its Subsidiaries in such Fiscal Year and added-back in calculating
EBITDA pursuant to clause (x) of the definition of EBITDA” and inserting in lieu thereof the phrase
”, minus (j) any Fifth Amendment Expenses (as defined in the definition of EBITDA) paid in
cash by the Parent and its Subsidiaries in such Fiscal Year and added-back in calculating EBITDA
pursuant to clause (x) of the definition of EBITDA and minus (k) the $20,000 waiver fee and
the $100,000 amendment fee and legal and consulting fees respectively referred to in clauses (xi)
and (xii) of the definition of EBITDA in each case to the extent paid in cash by the Parent and its
Subsidiaries in such Fiscal Year”. Such definition is hereby further amended by adding the
following sentence to the end thereof: “In addition, such adjustments shall be made when
calculating Excess Cash Flow as shall in good faith be required by the Administrative
Agent in connection with the Nordson UV Acquisition and/or any adjustments made to EBITDA in
connection with the Nordson UV Acquisition.”




     2.05 Amendment of Section 6.2.2. Clause (iii) of Section 6.2.2(a) of the Credit Agreement
is hereby amended by deleting the phrase “clauses (a) through (k) of Section
11.1” and inserting in lieu thereof the phrase “clauses (a) through (l) of
Section 11.1”.




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     2.06 Amendment to Section 10.1.6. Section 10.1.6(a) of the Credit Agreement is hereby
amended by (1) in clause (i) thereof deleting the phrase “for the consecutive three (3) month
period ending with such month” and inserting in lieu thereof the phrase “and for any period tested
under Section 11.14.4 ending with the last day of such month” and (2) amending and
restating clause (ii) thereof to read in its entirety as follows: “(ii) certifying as to whether or
not any applicable Currency Adjusted Net Sales financial covenant set forth in Section
11.14.4 for any testing period ending on such last day has been satisfied and”.




     2.07 Amendment to Section 11.1. Section 11.1 of the Credit Agreement is hereby
amended by amending and restating Section 11.1(h) to read in its entirety as follows:





	 	(h)	 	Contingent Liabilities (i) arising under the indemnification
obligations of the Parent under the Related Agreements, (ii) arising with
respect to customary indemnification obligations in favor of (aa) sellers in
connection with Acquisitions (if any), except the Nordson UV Acquisition,
permitted under Section 11.5 and (bb) purchasers in connection with
dispositions permitted under Section 11.5 and (iii) the Nordson UV
Acquisition Indemnification Obligations;.





     2.08 Amendment to Section 11.1. Section 11.1 of the Credit Agreement is further
hereby amended by: (i) deleting the phrase “Yen and” at the end of Section 11.1(j) and
inserting in lieu thereof the phrase “Yen;”, (ii) deleting the phrase “and 11.1(i)” at the
end of Section 11.1(k) and inserting in lieu thereof the phrase “and 11.1(i); and”,
and (iii) adding a new Section 11.1(l) to read in its entirety as follows:





	 	(l)	 	the Debt of the Parent under the Nordson UV Acquisition Note (if issued).





      2.09 Amendment to Section 11.5. Section 11.5 of the Credit Agreement is hereby
amended by (1) deleting the phrase “; and (vii)” and inserting in lieu thereof the phrase “;
(vii)”, (2) deleting the phrase “to the purchased assets.” at the end of clause (M) of Section
11.5(vii) and inserting in lieu thereof the phrase “to the purchased assets; and”, and (3) adding a
new Section 11.5(viii) to read in its entirety as follows:





	 	 	 	“(viii) the Nordson UV Acquisition provided that all of the Nordson UV Acquisition
Conditions are fully satisfied (and the consummation of the Nordson UV Acquisition
shall be deemed a representation and warranty by the Borrowers that the Nordson UV
Acquisition Conditions have all been so satisfied).





     2.10 Amendment to Section 11.11. Section 11.11 of the Credit Agreement is hereby
amended by amending and restating Section 11.11(g) to read as follows:




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(g) Investments (subject to the limitations of Section 11.5
(including without limitation that no Acquisition may be made under Section
11.5(vii) on or after March 31, 2009)) to consummate (i.e., used to pay the
purchase price for) Acquisitions (if any) permitted by Section 11.5
but excluding from this clause (i) the Nordson UV Acquisition; and (ii) the
Nordson UV Acquisition to the extent permitted under Section 11.5(viii);



     2.11 Amendment to Section 11.12. Section 11.12 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:





11.12 Restriction on Amendments to Certain Documents, etc. Not, and not
permit any Subsidiary to, (i) materially amend or otherwise materially modify, or
waive any material rights under, the Related Agreements (without limiting what is
otherwise material, any amendment, modification or other waiver which is adverse to
the interests of the Lenders or the Administrative Agent shall be deemed material),
(ii) materially amend or otherwise materially modify, or waive or fail to enforce
any material rights under, the Nordson UV Acquisition Agreement or any related
document other than the Nordson UV Acquisition Note (without limiting what is
otherwise material, any amendment, modification, waiver or failure to enforce which
is adverse to the interests of the Lenders or the Administrative Agent shall be
deemed material), (iii) amend or otherwise modify, or waive or fail to enforce any
rights under, the Nordson UV Acquisition Note (except that the Parent can agree to
lower the interest rate under the Nordson UV Acquisition Note), (iv) make any
prepayment (whether in whole or in part) of any principal or interest or of other
amount under the Nordson UV Acquisition Note, (v) purchase the Nordson UV
Acquisition Note or any part thereof or interest therein, or (vi) make any direct or
indirect payment (whether of principal, interest or other amount) under the Nordson
UV Acquisition Note that is prohibited by, or take any other action which is
prohibited by, the subordination provisions set forth in the Nordson UV Acquisition
Note.



     2.12 Amendment to Section 11.14.1. Section 11.14.4 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:





11.14.1 EBITDA. Not permit EBITDA for any of the following periods
to be less than the following respective amounts of minimum EBITDA set forth
below for such period:




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	Period	 	Minimum EBITDA
	The two consecutive Fiscal Quarters ending December 31, 2009
	 	$	1,100,000	 
	The three consecutive Fiscal Quarters ending March 31, 2010
	 	$	968,000	 
	The four consecutive Fiscal Quarters ending June 30, 2010
	 	$	2,769,000	 
	Each Four Fiscal Quarter Computation Period ending on or
after September 30, 2010
	 	$	12,000,000	 






     2.13 Amendment to Section 11.14.4. Section 11.14.1 of the Credit Agreement is hereby
amended and restated to read in its entirety as follows:





	 	11.14.4	 	Currency Adjusted Net Sales. Not permit Currency Adjusted
Net Sales for any of the following periods to be less than the
following respective amounts set forth below for each such period:





	 	 	 	 	 
	 	 	Minimum Currency Adjusted
	Period	 	Net Sales for the Applicable Period
	Three Consecutive Months Ending July 31, 2009
	 	$	35,152,500	 
	Three Consecutive Months Ending Aug. 31, 2009
	 	$	33,100,500	 
	Three Consecutive Months Ending Sept. 30, 2009
	 	$	33,525,500	 
	Three Consecutive Months Ending Oct. 31, 2009
	 	$	38,165,100	 
	Three Consecutive Months Ending Nov. 30, 2009
	 	$	38,687,300	 
	Three Consecutive Months Ending Dec. 31, 2009
	 	$	36,116,300	 
	Three Consecutive Months Ending Jan. 31, 2010
	 	$	33,658,800	 
	Three Consecutive Months Ending Feb. 28, 2010
	 	$	33,890,400	 
	Three Consecutive Months Ending March 31, 2010
	 	$	37,709,300	 
	Month of May of 2010
	 	$	9,538,000	 
	Two Consecutive Months Ending June 30, 2010
	 	$	25,967,000	 
	Three Consecutive Months Ending July 31, 2010
	 	$	37,200,000	 
	Three Consecutive Months Ending Aug. 31, 2010
	 	$	38,689,000	 
	Three Consecutive Months Ending Sept. 30, 2010
	 	$	34,866,000	 






     2.14 Amendment to Section 13.1.2. Section 13.1.2 of the Credit Agreement is hereby amended
by adding the following sentence to the end thereof:







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Without limiting the foregoing, and without regard to the $1,000,000
threshold amount set forth above, (i) any event of default under, any
acceleration of the debt under, or any violation of the subordination
provisions of, the Nordson UV Acquisition Note or (ii) any material breach
by the Parent of any material term or provision of the Nordson UV
Acquisition Agreement (or any material related document) shall, in each
case, be an Event of Default under this Section 13.1.2.



     2.15 Loan Documents. For the avoidance of doubt, it is agreed that the subordination
provisions of the Nordson UV Acquisition Note are part of the Loan Documents and the Administrative
Agent shall have the right to take actions under (including the sending of notices) and enforce
such provisions and, in doing so, shall be entitled to the protections and other benefits of
Section 14 (and other applicable terms of) the Credit Agreement.




     2.16 Amendment to Exhibit B. Exhibit B to the Credit Agreement is hereby amended
and restated to read in its entirety as set forth in Exhibit B attached hereto and hereby
made a part hereof.




     2.17 Amendment to Exhibit C. Exhibit C to the Credit Agreement is hereby amended
and restated to read in its entirety as set forth in Exhibit C attached hereto and hereby
made a part hereof.




     2.18 Authorization to Administrative Agent; Certain Other Actions.





     (a) Administrative Agent is hereby authorized by the Required Lenders to enter into
(and the Required Lenders hereby consent to the Administrative Agent entering into) such
amendments (with any or all of the Credit Parties and/or any other Subsidiary of the Parent)
to the Guaranty and Collateral Agreement (or other Collateral Documents or other Loan
Documents), and to take such other actions, in each case on behalf of the Lenders and the
Administrative Agent, as the Administrative Agent may determine to be necessary or desirable
to reflect or account for the Nordson UV Acquisition and/or any new Subsidiaries resulting
from the Nordson UV Acquisition, to implement the provisions of Section 2.18(b) below, and
to otherwise further carry at the terms and provisions of (and intent of) the Collateral
Documents and/or this Amendment and/or cause any Collateral Document (or other Loan
Document) to be consistent with this Amendment or the other Loan Documents. The Credit
Parties hereby covenant to enter into such amendments (and cause their Subsidiaries to enter
into such amendments), and take such other actions, as the Administrative Agent shall in
good faith request in connection with the foregoing.




     (b) The Credit Parties agree that, if requested by the Administrative Agent at any
time, they shall cause BEC BV to execute and deliver such pledge agreements, under the laws
of England and Wales, with respect to the Capital Securities of Nordson UV and/or any other
Subsidiary organized or registered under the laws of England and Wales, pledging such
Capital Securities under such laws to secure the guaranty by BEC BV (under the Guaranty and
Collateral Agreement) of the Obligations of Newco, BGG and Oxy-Dry GmbH and to execute and
deliver such other documents relating thereto as



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the Administrative Agent may request in connection with same (including an appropriate
amendment to the definition of Foreign Pledge Agreements to reflect that such pledge
agreements shall be part of the Foreign Pledge Agreements). Nothing contained in the prior
sentence shall, or shall be interpreted to, limit the pledge under the Guaranty and
Collateral Agreement of any such Capital Securities (whether now or hereafter issued).



ARTICLE III

CERTAIN WAIVER




     3.01 Waiver. The Required Lenders hereby waive the Specified Event of Default The
foregoing waiver in this Section 3.01 is limited solely to the Specified Event of Default
and shall not apply to any other Events of Default or Unmatured Events of Default which may now or
hereafter exist. Without limiting the generality of the immediately preceding sentence, the
Borrowers (and other Credit Parties) hereby acknowledge and agree that (i) the waiver set forth in
the first sentence of this paragraph does not apply to any breach of Sections 11.14.4 of
the Credit Agreement other than the breach of Section 11.14.4 (as it existed prior to the
amendments set forth in this Amendment) for the consecutive three-month period ending May 31, 2010
and (ii) nothing contained in this paragraph shall, or shall be interpreted to, limit the
provisions of Section 11.14.4 of the Credit Agreement as amended by this Amendment
(including without limitation, for the avoidance of doubt, the Currency Adjusted Net Sales test for
the month of May of 2010). 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 any
Event of Default other than the Specified Event of Default.




ARTICLE IV

CONDITIONS PRECEDENT




     4.01 Conditions to Effectiveness. The effectiveness of the amendments set forth in Article
II above and the waiver set forth in Section 3.01 above are each subject to the satisfaction (by no
later than June 9, 2010 unless the Administrative Agent extends such date) of the following
conditions precedent, unless specifically waived in writing by the Administrative Agent:





     (a) The Administrative Agent shall have received the following documents, each in form and
substance satisfactory to the Administrative Agent and its legal counsel:




     (i) this Amendment duly executed by Borrowers and the other Credit Parties and the
Lenders constituting at least the Required Lenders; and




     (ii) such other documents as reasonably requested by the Administrative Agent;




     (b) Borrowers shall have paid all costs and expenses (including reasonable attorneys’ fees
and disbursements) and fees of the Administrative Agent including without limitation the
following legal and consultant fees: (i) Capstone (as defined below): $85,994.89, (ii) Finn
Dixon & Herling LLP: $30,942.35, and (iii) Jones Day: $4,000; and



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     (c) The Borrowers shall pay the Amendment No. 7 Fee (as defined below).



ARTICLE V

AMENDMENT FEE




     5.01 Amendment Fee. In consideration of the Required Lenders entering into this Amendment,
and for other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Borrowers hereby agree to pay, no later than the date of this Amendment, to each
Lender who executes and delivers this Amendment on or before the date hereof, an amendment fee (the
“Amendment No. 7 Fee”) equal to such Lender’s Pro-Rata Share (as defined in clause (d) of
the definition of Pro-Rata Share) of $100,000. The Amendment No. 7 Fee shall be fully earned on
the date hereof.




ARTICLE VI

NO WAIVER




     6.01 No Waiver. Other than the waiver set forth in Section 3.01, nothing contained
in this Amendment shall be construed as a waiver by the Administrative Agent or the Lenders of any
covenant or provision of the Credit Agreement, the Guaranty and Collateral Agreement, this
Amendment, 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; CONFIRMATIONS




     7.01 Ratifications. The terms and provisions set forth in this Amendment shall modify and
supersede all inconsistent terms and provisions set forth in Credit Agreement and the other Loan
Documents. The terms and provisions of the Credit Agreement and the other Loan Documents, as
amended hereby, are ratified and confirmed and shall continue in full force and effect. The
Borrowers, the other Credit Parties, the Lenders and the Administrative Agent agree that the Credit
Agreement and the other Loan Documents, as amended hereby, shall continue to be legal, valid,
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 (as
amended) remain in full force and effect (as so amended) 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), as amended, remain in full force and effect
(as so amended) 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 Amendment (and nothing
contained in this Amendment 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




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obligations under the Guaranty and Collateral Agreement (and other applicable Collateral
Documents) 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). Without
limiting the generality of the foregoing (or of Section 1.2(e) of the Credit Agreement), it
is hereby confirmed and agreed that any reference in the Loan Documents to any Note shall include
all amendments, restatements, supplements and other modifications thereto and any Notes issued
under Section 15.6.1 of the Credit Agreement and/or other Notes in substitution or
replacement of any Note(s). Any breach of any representation, warranty, covenant or confirmation
set forth in this Amendment by any Borrower or any other Credit Party shall be deemed to constitute
an Event of Default under the Credit Agreement.




     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 Amendment 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) 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 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); (c) after giving
effect to the amendments and waiver set forth herein, no Event of Default or Unmatured Event of
Default under the Credit Agreement has occurred and is continuing; and (d) no Credit Party that is
party to the Guaranty and Collateral Agreement has changed its legal name since November 21, 2006
except (i) Newco changed its name from Mainsee 430. VV GmbH to Baldwin Germany Holding GmbH, (ii)
Oxy-Dry GmbH changed its name from Oxy-Dry Maschinen GmbH to Baldwin Oxy-Dry GmbH and (iii) Baldwin
Southeast Asia Corporation changed its name from Oxy-Dry Asia Pacific, Inc. The Borrowers and the
other Credit Parties acknowledge and agree that all unpaid principal of, and accrued and unpaid
interest under, each of the Loans is justly owed without claim, counterclaim, cross-complaint,
offset, defense or other reduction of any kind against the Lenders or the Administrative Agent.




     7.03 Confirmations. All confirmations and agreements set forth in Sections 7.03, 7.04 and
7.05 of Amendment No. 5 remain in full force and effect.




ARTICLE VIII
MISCELLANEOUS PROVISIONS




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






-14-









 








furnished in connection with this Amendment, shall survive the execution and delivery of this
Amendment and the other Loan Documents.



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




     8.03 Successors and Assigns. This Amendment 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 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 (including without limitation as the Issuing Lender), and the
Administrative Agent under the Loan Documents.




     8.04 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 Amendment or any
future waiver or modification (or proposed modification or waiver whether or not consummated), if
any, of any Loan Document(s) and of any review of the documentation for the proposed Nordson UV
Acquisition and whether or not the Nordson UV Acquisition is consummated (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 Amendment or in
connection with the review of the documentation for the proposed Nordson UV Acquisition, 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 Amendment or the review of the documentation for the
proposed Nordson UV Acquisition) and (ii) pay all fees of Capstone (as defined in the Modification
and Limited Waiver) incurred by the Agent. 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.




     8.05 Counterparts. This Amendment may be executed and delivered by facsimile, portable
document format (“.pdf”), Tagged Image File Format (“.TIFF”) or other electronic means of delivery
and 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.




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




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







-15-









 








     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 Amendment or any of
the other 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 Amendment and the
other Loan Documents. No joint venture is created hereby or by the other Loan Documents or
otherwise exists by virtue of the transactions contemplated hereby or by the other 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 other Loan Documents and (ii) acknowledge
and agree such times are material to this Amendment and the other Loan Documents. Therefore, time
is of the essence with respect to this Agreement and the other 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 Amendment and any transaction or matter
contemplated by, in connection with or arising out of this Amendment.




     8.11 Applicable Law. THIS AMENDMENT AND ALL OTHER AGREEMENTS EXECUTED PURSUANT HERETO
(EXCEPT AS EXPRESSLY SET FORTH IN ANY SUCH 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).




     8.12 Final Agreement. THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND THE OTHER LOAN
DOCUMENTS REPRESENT THE ENTIRE EXPRESSION OF THE PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF
AND THEREOF ON THE DATE THIS AMENDMENT IS EXECUTED. THE CREDIT AGREEMENT (AS AMENDED HEREBY) AND
THE OTHER LOAN DOCUMENTS 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





-16-









 







WITH RESPECT THERETO. NO MODIFICATION, RESCISSION, WAIVER, RELEASE OR AMENDMENT OF ANY PROVISION OF THIS AMENDMENT 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 AND (WITH RESPECT TO MATTERS
AFFECTING THE ISSUING LENDER) THE ISSUING LENDER.




     8.13 Release. EACH OF THE BORROWERS AND THE OTHER CREDIT PARTIES HEREBY ACKNOWLEDGES THAT,
AS OF THE DATE HEREOF, 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 AMENDMENT 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 OTHERWISE IN ANY WAY RELATING
IN ANY WAY TO THIS AMENDMENT OR ANY OTHER 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 OR OTHER CREDIT PARTY (OR ANY OF THEIR




-17-









 







RESPECTIVE SUBSIDIARIES) WITH ANY LENDER OR THE ADMINISTRATIVE AGENT.




[Remainder of Page Intentionally Left Blank]








-18-









 







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




	 	 	 	 	 
	 	BALDWIN TECHNOLOGY COMPANY, INC.

 	 
	 	By:  	/s/ Karl S. Puehringer
 	 
	 	 	Name:  	Karl S. Puehringer 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BALDWIN GRAPHIC SYSTEMS, INC.

 	 
	 	By:  	/s/ John P. Jordan
 	 
	 	 	Name:  	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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	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 	 



 









 






	 	 	 	 	 



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

 	 
	 	By:  	/s/ George S. Carey
 	 
	 	 	Name:  	George S. Carey 	 
	 	 	Title:  	Assistant Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A.,
 as Lender

 	 
	 	By:  	/s/ Anthony D. Healey
 	 
	 	 	Name:  	Anthony D. Healey 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WEBSTER BANK, NATIONAL
ASSOCIATION,
 as Lender

 	 
	 	By:  	/s/ Stephen Corcoran
 	 
	 	 	Name:  	Stephen Corcoran 	 
	 	 	Title:  	Senior Vice President 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RBS CITIZENS, N.A.,
 as Lender

 	 
	 	By:  	/s/ Robert M. Nemon
 	 
	 	 	Name:  	Robert M. Nemon 	 
	 	 	Title:  	Vice President