exv10w3





[Execution Version]



EXHIBIT 10.3




AMENDMENT NO. 9

TO

CREDIT AGREEMENT




     THIS AMENDMENT NO. 9 TO CREDIT AGREEMENT (this “Amendment”), dated as of September 29,
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 to Credit
Agreement, 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”), (vii) Waiver and Amendment No. 6 to Credit Agreement dated as of May
12, 2010, (viii) Waiver and Amendment No. 7 to Credit Agreement dated as of June 9, 2010 and (ix)
Amendment No. 8 to Credit Agreement dated as of September 28, 2010 (“Amendment No. 8”);



     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 (i) Amendment No. 1 to Guaranty and Collateral Agreement, dated as of June 24, 2009,
(ii) Amendment No. 2 to Guaranty and Collateral Agreement, dated as of February 16, 2010 and
Amendment No. 3 to Guaranty and Collateral Agreement, dated as of June 30, 2010;



     D. The Borrowers have requested that Lenders constituting at least the Required Lenders agree
to further amend the Credit Agreement to make certain modifications to the



 









 




definition of EBITDA and a corresponding modification to Exhibit B to the Credit Agreement;
and




     E. The Administrative Agent and the Lenders signatory hereto, representing at least the
Required Lenders, are willing to provide for such amendments 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 definition (to be inserted in
proper alphabetical order):




	 	 	 	Amendment No. 9 means that certain Amendment No. 9 to Credit Agreement dated
as of September 29, 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.





     2.02 Amendment to Definition of EBITDA. The definition of the term EBITDA set forth
in Section 1.1 of the Credit Agreement is hereby amended and restated (effective as of the
date of this Amendment) to read in its entirety as follows:




	 	 	 	EBITDA means, for any period, Consolidated Net Income for such period
plus (without duplication), in each case to the extent deducted in
determining such Consolidated Net Income in such period, (i) Interest Expense, (ii)
income tax expense and franchise tax expense (to the extent in lieu of income tax
expense), (iii) depreciation and amortization, (iv) non-cash charges (if any) under
FAS No. 142 regarding the impairment of goodwill, (v) other non-cash impairment
charges with respect to long-term assets (for the avoidance of doubt there is no
“add-back” under this clause (v) or any other clause of this definition for any
increases in the reserves with respect to inventory or accounts receivable or for
any write-off with respect to inventory or accounts receivable), (vi) non-cash write
offs of previously capitalized financing costs, (vii) restructuring charges or
restructuring expenses (whether cash or non-cash) incurred by the Parent or its
Subsidiaries with respect to (a) the closure or consolidation of plants or offices,
(b) rent reserves for closed or consolidated plants or offices and (c) severance
payments for employees terminated as part of a general downsizing, (viii)
establishment or increase in




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	 	 	 	reserves for uninsured litigation claims provided that the aggregate add-back under
this clause (viii) shall not exceed $100,000 for such period, (ix) non-cash expenses
(if any) resulting from the grant by the Parent of Capital Securities (including
options and the Warrants), (x) non-capitalized one-time out-of-pocket fees
(including the Amendment Fee (as defined in Amendment No. 5) and any fees payable
pursuant to the Agent Fee Letter in connection with Amendment No. 5) and legal and
financial advisor expenses, not to exceed $998,000 in the aggregate for purposes of
this clause (x), incurred (in such period) by the Parent and its Subsidiaries in
connection with the negotiation, execution and delivery of Amendment No. 5 and any
documents prepared and delivered in connection therewith or any term sheet relating
thereto (such one-time fees and expenses, 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, (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, (xiii) to
the extent paid by the Borrowers and not capitalized, the $50,000 amendment fee
under Amendment No. 8 and the legal fees and Capstone fees incurred by the Agent in
connection with Amendment No. 8 and by the Agent (and any Lender) in connection with
the Warrants and legal fees incurred by the Borrowers in connection with Amendment
No. 8 and the Warrants, (xiv) to the extent paid by the Borrowers and not
capitalized, the $25,000 amendment fee under Amendment No. 9 and the legal fees
incurred by the Agent in connection with Amendment No. 9 and the legal fees incurred
by the Borrowers in connection with Amendment No. 9, and (xv) severance expenses
incurred by reason of the non-renewal of the employment contract of the President
and Chief Executive Officer of the Parent provided that the add-back under this
clause (xv) shall not exceed (for all periods in the aggregate) $900,000, all on a
consolidated basis of the Parent and its Subsidiaries. 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). It is further agreed (but
without duplication with any add-back pursuant to clause (ix) above) that any
non-cash gain or income or non-cash loss or expense resulting from recording or
“marking to market” the value of the put contained in the Warrants shall be excluded
when determining EBITDA.





     2.03 Amendment to Exhibit B. Exhibit B to the Credit Agreement is hereby
amended and restated (effective as of the date of this Amendment) to read in its entirety as set
forth in Exhibit B attached hereto and hereby made a part hereof.



ARTICLE III

CONDITIONS PRECEDENT




     3.01 Conditions to Effectiveness. The effectiveness of the amendments set forth in
Article II above are each subject to the satisfaction (by no later than November 12, 2010 unless



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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;
and




     (b) Borrowers shall have paid the legal fees of Finn Dixon & Herling LLP incurred in
connection with the preparation of this Amendment (and incurred in connection with certain
services relating to Amendment No. 8 performed after September 28, 2010) in an amount equal
to $7,950.




     (c) The Borrowers shall pay the Amendment No. 9 Fee (as defined below).



ARTICLE IV

AMENDMENT FEE




     4.01 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 to each Lender who executes and delivers
this Amendment on or before November 12, 2010, an amendment fee (the “Amendment No. 9 Fee”)
equal to such Lender’s Pro-Rata Share (as defined in clause (d) of the definition of Pro-Rata
Share) of $25,000. The Amendment No. 9 Fee shall be fully earned on the date hereof and shall be
payable no later than November 11, 2010. Any failure of the Borrowers to pay, when due, the
Amendment No. 9 Fee shall constitute an Event of Default under the Credit Agreement.



ARTICLE V

NO WAIVER




     5.01 No Waiver. 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, the Warrants, 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.



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ARTICLE VI

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES; CONFIRMATIONS




     6.01 Ratifications; etc. 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, and of the Warrants, 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 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.



     6.02 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 set forth herein, no Event of Default or Unmatured Event of Default under



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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, (iii) Baldwin Southeast Asia
Corporation changed its name from Oxy-Dry Asia Pacific, Inc. and (iv) Baldwin Rockford Corporation
has merged with and into Baldwin Americas Corporation. 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. The Parent acknowledges and
agrees that each Warrant constitutes the legal, valid and binding obligation of the Parent,
enforceable against the Parent in accordance with its respective terms and Parent has no claims,
counterclaims, cross-complaints, offsets, defenses or other reduction of any kind with respect to
its respective obligations thereunder.




     6.03 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 VII

MISCELLANEOUS PROVISIONS




     7.01 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,
in the Warrants or under or in connection with this Amendment, including, without limitation, any
document furnished in connection with this Amendment, shall survive the execution and delivery of
this Amendment and the other Loan Documents.



     7.02 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.



     7.03 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.



     7.04 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) (provided that Borrower shall



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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; 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) and (ii) pay (when invoiced) all fees of
Capstone (as defined in the Modification and Limited Waiver) incurred by the Agent in connection
with this Amendment. 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.




     7.05 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.



     7.06 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.



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



     7.08 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 (or, in the case of the
Warrants, the relationship is that the Parent is the issuer, and the applicable Lender is the
holder, of the applicable Warrant). 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 or the Warrants or any related
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 (or, in the case of the Warrants, the relationship
is that the Parent is the issuer, and the applicable Lender is the holder, of the applicable
Warrant). 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
and the Warrants and any related documents. No joint venture or partnership is created hereby or
by the other Loan Documents or by the Warrants or related documents or otherwise exists by virtue
of the transactions contemplated hereby or by the other Loan Documents (or the Warrants or related
documents) among the Lenders or among the Borrowers (and other Credit Parties) and the Lenders (or
the Agent). It is acknowledged and agreed by all Lenders that each Lender is the owner of its
individual Warrant which is exercisable by such Lender at its own election. No other Lender (or
the Administrative Agent) has any obligations with respect to the Warrant of any other Lender or
for the performance or content of any other Warrant.



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     7.09 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.



     7.10 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.



     7.11 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).



     7.12 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 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.



     7.13 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



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THEIR RESPECTIVE AFFILIATES OR UNDER THE WARRANTS OR ANY RELATED DOCUMENT 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, THE WARRANTS OR ANY RELATED DOCUMENT, 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 RESPECTIVE SUBSIDIARIES) WITH ANY LENDER OR THE ADMINISTRATIVE
AGENT.




[Remainder of Page Intentionally Left Blank]








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     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/  Mark T. Becker
 	 
	 	 	Name:  	Mark T. Becker 	 
	 	 	Title:  	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	BALDWIN GERMANY HOLDING GMBH

 	 
	 	By:  	/s/ John P. Jordan
 	 
	 	 	Name:  	John P. Jordan 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	BALDWIN GERMANY GMBH

 	 
	 	By:  	/s/ Mark T. Becker
 	 
	 	 	Name:  	Mark T. Becker 	 
	 	 	Title:  	Managing Director 	 
	 



	 	 	 	 	 
	 	BALDWIN OXY-DRY GMBH

(formerly known as OXY-DRY MASCHINEN GMBH)

 	 
	 	By:  	/s/ Mark T. Becker
 	 
	 	 	Name:  	Mark T. Becker 	 
	 	 	Title:  	Managing Director 	 





[Signature Page to Amendment No. 9 to Credit Agreement]




 









 






	 	 	 	 	 



	 	 	 	 	 
	 	BALDWIN GRAPHIC SYSTEMS, INC.

 	 
	 	By:  	/s/ John P. Jordan
 	 
	 	 	Name:  	John P. Jordan 	 
	 	 	Title:  	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/ Mark T. Becker
 	 
	 	 	Name:  	Mark T. Becker 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	BALDWIN ASIA PACIFIC CORPORATION

 	 
	 	By:  	/s/ Mark T. Becker
 	 
	 	 	Name:  	Mark T. Becker 	 
	 	 	Title:  	President 	 





[Signature Page to Amendment No. 9 to Credit Agreement]






 









 






	 	 	 	 	 



	 	 	 	 	 
	 	MTC TRADING COMPANY

 	 
	 	By:  	/s/ Mark T. Becker
 	 
	 	 	Name:  	Mark T. Becker 	 
	 	 	Title:  	President 	 
	 



	 	 	 	 	 
	 	OXY-DRY CORPORATION

 	 
	 	By:  	/s/ Mark T. Becker
 	 
	 	 	Name:  	Mark T. Becker 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BALDWIN EUROPE CONSOLIDATED INC.

 	 
	 	By:  	/s/ Mark T. Becker
 	 
	 	 	Name:  	Mark T. Becker 	 
	 	 	Title:  	President 	 






[Signature Page to Amendment No. 9 to Credit Agreement]






 









 







	 	 	 	 	 
	 	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 to Amendment No. 9 to Credit Agreement]






 









 






	 	 	 	 	 



	 	 	 	 	 
	 	



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

 	 
	 	By:  	/s/ Anne M. Zeschke
 	 
	 	 	Name:  	Anne M. Zeschke 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	BANK OF AMERICA, N.A., as Lender

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





[Signature Page to Amendment No. 9 to Credit Agreement]








 









 






	 	 	 	 	 



	 	 	 	 	 
	 	WEBSTER BANK, NATIONAL ASSOCIATION, as Lender

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






[Signature Page to Amendment No. 9 to Credit Agreement]






 









 






	 	 	 	 	 



	 	 	 	 	 
	 	RBS CITIZENS, N.A., as Lender

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







[Signature Page to Amendment No. 9 to Credit Agreement]






 











 






EXHIBIT B




FORM OF COMPLIANCE CERTIFICATE


To: Bank of America, N.A., as Administrative Agent




     Please refer to the Credit Agreement dated as of November 21, 2006 (as amended, and as same
may be further restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”) among BALDWIN TECHNOLOGY COMPANY, INC., BALDWIN GERMANY HOLDING GMBH, BALDWIN
GERMANY GMBH, and BALDWIN OXY-DRY GMBH (collectively, the “Borrowers”), various financial
institutions from time to time as Lenders 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. Terms used but not otherwise defined herein are used herein as defined in the Credit
Agreement.




	I.	 	Reports. Enclosed herewith is a copy of the [annual audited/quarterly] report of the
Parent and its consolidated Subsidiaries as
at             ,      (the “Computation
Date”), which report fairly presents in all material respects the financial condition and
results of operations [(subject to the absence of footnotes and to normal year-end
adjustments)] of the Parent and its consolidated Subsidiaries as of the Computation Date and
has been prepared in accordance with GAAP consistently applied. Also enclosed is the written
statement of Parent’s management required by Section 10.1.3 of the Credit Agreement.
	 
	II.	 	Certain Financial Covenants Tests. The Parent (on behalf of the Borrowers) hereby
certifies and warrants to you and the Lenders that the following is a true and correct
computation as at the Computation Date of the following ratios and/or financial restrictions
contained in the Credit Agreement:
	 
	A.	 	Section 11.14.1 — Minimum EBITDA for the Four Fiscal Quarter Computation Period ending on the
Computation Date:





	 	 	 	 	 	 	 

	1.	 	Consolidated Net Income	 	$                    
	 
	 	 	 	 	 	 
	2.

	 	Plus:*
	 	Interest Expense
	 	$                    
	 

	 	 	 	income tax expense
	 	$                    
	 

	 	 	 	depreciation
	 	$                    
	 

	 	 	 	amortization
	 	$                    
	 

	 	 	 	Non-cash charges under FAS 142
	 	$                    
	 

	 	 	 	Other non-cash impairment

charges for long-term assets
	 	$                    
	 

	 	 	 	Non-cash write-off of previously
capitalized financing costs
	 	$                    
	 

	 	 	 	Restructuring charges and expenses
	 	$                    
	 

	 	 	 	Establishment/increase reserves
for uninsured legal claims
up to $100,000
	 	$                    
	 

	 	 	 	Non-Cash Expenses from grant
of Capital Securities
	 	$                    
	 

	 	 	 	Non-capitalized one-time out-of-pocket
fees re Amendment No. 5
	 	$                    






 









 







	 	 	 	 	 	 	 

	 

	 	 	 	(up to $998,000)	 	 
	 

	 	 	 	Non-capitalized $20,000 waiver
fee, $100,000 amendment fee,
$50,000 amendment fee, $25,000
amendment fee and certain legal and
other fees and expenses
	 	$                    
	 
	 	 	 	 	 	 
	 

	 	 	 	Severance expenses in connection with
non-renewal of CEO/president’s
employment contract — up to $900,000
for all periods
	 	$                    
	 
	 	 	 	 	 	 
	 	 	[Insert any applicable additions or subtractions

in good faith required by Administrative Agent

in connection with Nordson UV Acquisition]	 	[$                    ]
	 
	 	 	 	 	 	 
	 	 	[Insert any applicable addition regarding non-cash
gain or income or non-cash loss or expense from
recording or marking to market the value of the put
in the Warrants]	 	[$                    ]
	 
	 	 	 	 	 	 







	 	 	 	 	 	 	 
	3	 	Total (EBITDA)	 	$                    
	 
	 	 	 	 	 	 
	4.	 	Minimum required	 	$                    
	 
	 	 	 	 	 	 
	 

	 	Compliant:
	 	 o Yes o No	 	 






B.** Section 11.14.5 — Maximum Capital Expenditures for the Fiscal Year ending June 30, 2011:




	 	 	 	 	 	 	 

	1.

	 	Capital Expenditures for such Fiscal Year
	 	$	                    	 
	 
	 	 	 	 	 	 
	2.

	 	Maximum permitted
	 	$	1,000,000	 
	 
	 	 	 	 	 	 
	 

	 	Compliant: o Yes o No	 	 	 	 






     The Parent (on behalf of all Borrowers) further certifies to you that no Event of Default or
Unmatured Event of Default has occurred and is continuing [except                          ] [provide
details of any Event of Default or Unmatured Event of Default].



     The Parent (on behalf of all Borrowers) have caused this Certificate to be executed and
delivered by a duly authorized Senior Officer on                     ,      .



	 	 	 	 	 
	 	BALDWIN TECHNOLOGY COMPANY, INC.

 	 
	 	By:  	 	 
	 	 	Title: 	 	 
	 	 	 	 



 









 






	 	 	 	 	 





 




			
	*	 	For all of the following add-backs see definition of EBITDA for details and any applicable
limitations (including that add-backs (or applicable portion thereof) can only be included to the
extent deducted in determining the Consolidated Net Income in the applicable testing period).
	 
	**	 	For the Fiscal Quarters ending September 30, 2010, December 31, 2010, and March 31, 2010, this
paragraph to be changed/conformed to a calculation of Capital Expenditures in the elapsed portion
of the 2011 Fiscal Year ending with the Computation Date.