Amendment No. 12 to Credit Agreement



 Exhibit 10.1 
 Execution Version 
 AMENDMENT NO. 12 

TO 

CREDIT AGREEMENT 
 THIS AMENDMENT NO. 12 TO CREDIT AGREEMENT (this “Amendment” or “Amendment No. 12”), dated as of December 14, 2011, 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”), (vii) Waiver and Amendment No. 6 dated as of May 12, 2010, (viii) Waiver and Amendment No. 7 dated as of June 9, 2010, (ix) Amendment No. 8 to
Credit Agreement dated as of September 28, 2010 (“Amendment No. 8”), (x) Amendment No. 9 to Credit Agreement dated as of September 29, 2010 (“Amendment No. 9”), (xi) Waiver and
Amendment No. 10 to Credit Agreement dated as of May 16, 2011 (“Amendment No. 10”) and (xii) Amendment No. 11 to Credit Agreement dated as of October 13, 2011 (“Amendment No. 11”);

 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, (iii) Amendment No. 3
to Guaranty and Collateral Agreement, dated as of June 30, 2010, (iv) Amendment No. 4 to Guaranty and Collateral Agreement, dated as of May 16, 2011 and (v) Amendment No. 5 to Guaranty and Collateral Agreement, dated as
of June 3, 2011; 







 D. The Borrowers have requested that Lenders constituting at least the Required Lenders
amend the Credit Agreement to permit the Specified Swedish Facility Sale (as defined below); and 
 E. The Required Lenders are
willing to agree to permit the Specified Swedish Facility Sale 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 Definition. Section 1.1 of the Credit Agreement is hereby amended by adding the following new definition (to be inserted in
proper alphabetical order): 
 Specified Swedish Facility Sale means the sale of the real property located at
Stoerydsvägen 13, 573 42 Tranås, Sweden by the Subsidiary Baldwin Jimek AB, an entity organized under the laws of Sweden, to Mörcks Grävservice, for a purchase price (to be paid in full in cash at the closing of the Specified
Sweden Facility Sale) of no less than the Dollar Equivalent of 4,360,000 Swedish Krona (SEK), which sale shall (a) be consummated no later than December 31, 2011, and (b) be pursuant to customary terms and documentation. 

2.02 Amendment to Section 11.5. Section 11.5(vi) of the Credit Agreement is hereby amended and
restated to read in its entirety as follows: 
 (vi) as long as no Event of Default or Unmatured Event of Default then exists or
will arise therefrom, (A) the sale, prior to March 31, 2009, of other assets to Persons other than Affiliates at arms length terms provided that the Net Cash Proceeds thereof do not exceed (in the aggregate) $2,000,000 in any Fiscal Year
and the Net Cash Proceeds are applied pursuant to Section 6.2.2 to the extent required thereunder and (B) the Specified Swedish Facility Sale provided that the Net Cash Proceeds of the Specified Swedish Facility Sale are used by
Baldwin Jimek AB for working capital purposes; 

  
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 ARTICLE III 
 CONDITIONS PRECEDENT 
 3.01 Conditions to
Effectiveness. The effectiveness of the amendments set forth in Article II above is subject to the satisfaction (by no later than December 16, 2011 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 Lenders constituting at least the Required Lenders; and 

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

(b) [Reserved]; and 
 (c) Borrowers shall have paid all legal costs and expenses of the Administrative Agent incurred as of the date hereof including without limitation the following legal fees of Finn Dixon & Herling
LLP: $7,729.25. 
 ARTICLE IV 
 NO WAIVER 
 4.01 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, 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 V 

RATIFICATIONS, REPRESENTATIONS AND WARRANTIES; CONFIRMATIONS 

5.01 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 Borrowers (and other Credit Parties) agree to execute and deliver such further documents as the Administrative Agent may reasonably request in order to eliminate
any such inconsistency, correct any errors, or to further carry out the intent and purposes of this Amendment or any related document. 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. For the avoidance of doubt, this Amendment and all prior amendments to the 

  
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Credit Agreement shall be considered Loan Documents. 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) such
guaranties and Liens (and other obligations), under 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 (with respect to any
guarantee, granting of Liens or otherwise) 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, agreement 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. 

5.02 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 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 

  
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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 (and any reimbursement
obligations with respect to any Letters of Credit and any other outstanding Obligations) 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. 
 5.03
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 VI 

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

6.02 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. 
 6.03 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 as the
Administrative Agent under the Loan Documents. 
 6.04 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 related documents (it is understood and agreed that the $7,729.25 of legal fees and disbursements referred to in Section 3.01(c) above include
such legal fees of Finn Dixon & Herling LLP through the date hereof and that the Parent shall be responsible for (and promptly pay upon presentation of invoices by Finn Dixon & Herling LLP) any fees or disbursements of Finn
Dixon & Herling LLP incurred after the date hereof) or any future waiver or modification (or proposed modification or waiver whether or not consummated), if any, of any Loan Document(s) or Warrants or any related documents (provided that
Parent shall not have to 

  
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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), (ii) promptly pay the reasonable fees and disbursements, if any, of any legal counsel retained by any of the Lenders in connection with the review or negotiation of
the Eleventh Amendment Additional Warrants or any related warrant document, and (iii) promptly pay all fees of Capstone (as defined in the Modification and Limited Waiver) incurred (at any time) by the Administrative Agent whether such fees
relate to the Refinancing (as defined in Amendment No. 11), discussions with the Loan Parties, the Investment Banker as defined in Amendment No. 11 (in the case of the Investment Banker, with respect to matters relating solely to the
Refinancing), the Lenders or the Administrative Agent, updates to the Lenders or the Administrative Agent, the review of projections or the audit report and financial statements referred to in Section 5.01(g) of Amendment No. 10 or
other financial matters, or any other matters relating to the Loan Parties and/or Subsidiaries (it is understood and agreed that there are, as of the date of this Amendment, fees of Capstone which have been incurred but not reimbursed by the Parent
and that the Parent shall be responsible for (and promptly pay upon presentation of invoices by Capstone) any such fees and also any fees of Capstone incurred after the date hereof). The obligations of the Parent under this Section 9.04
shall be considered part of the Parent’s obligations under Section 15.5 of the Credit Agreement. 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. 
 6.05 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. 

6.06 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. 
 6.07 Headings. The headings, captions, and
arrangements used in this Amendment are for convenience only and shall not affect the interpretation of this Amendment. 

6.08 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 

  
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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 Warrants which individual Warrants are exercisable by such Lender at its own election. No other Lender (or the Administrative Agent) has any obligations
with respect to the Warrants issued to any other Lender or for the performance or content of any Warrants issued to any other Lender. 
 6.09 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. 

6.10 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. 

6.11 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). 
 6.12 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. WITHOUT LIMITING THE GENERALITY OF THE 

  
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FOREGOING, THE BORROWERS AND OTHER CREDIT PARTIES ACKNOWLEDGE AND AGREE THAT (1) THERE IS NO ORAL AGREEMENT AS TO ANY EXTENSION OF THE TERMINATION DATE OR FOR THE EXTENSION OF ANY OTHER DATE
FOR THE PAYMENT OF ANY OBLIGATIONS (OR FOR ANY EXTENSION OF ANY DATE FOR THE TERMINATION OF ANY COMMITMENTS) AND (2) NO FAILURE OF THE PARENT OR ANY OF THE OTHER CREDIT PARTIES TO OBTAIN THE REFINANCING (REGARDLESS OF WHETHER OR NOT THE PARENT
HAS USED ITS REASONABLE BEST EFFORTS TO OBTAIN THE REFINANCING) SHALL EXCUSE, OR DELAY THE PAYMENT OF ANY OF THE OBLIGATIONS WHEN DUE UNDER THE TERMS OF THE LOAN DOCUMENTS (OR, IN THE CASE OF OBLIGATIONS CONSISTING OF BANK PRODUCT OBLIGATIONS, UNDER
THE TERMS OF THE DOCUMENTS EVIDENCING SUCH BANK PRODUCT OBLIGATIONS). 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. 

6.13 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
(INCLUDING ANY HEDGING AGREEMENT) WITH ANY LENDER, THE ADMINISTRATIVE AGENT OR ANY OF 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 

  
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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. 
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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 CEO
	
	BALDWIN GERMANY HOLDING GMBH
		
	By:	 	 /s/ Mark T. Becker

		 	Name:	 	Mark T. Becker
		 	Title:	 	Geschaftsfuhrer
	
	BALDWIN GERMANY GMBH
		
	By:	 	 /s/ Mark T. Becker

		 	Name:	 	Mark T. Becker
		 	Title:	 	Geschaftsfuhrer
	
	BALDWIN OXY-DRY GMBH
	(formerly known as OXY-DRY MASCHINEN GMBH)
		
	By:	 	 /s/ Mark T. Becker

		 	Name:	 	Mark T. Becker
		 	Title:	 	Geschaftsfuhrer



  
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	BALDWIN GRAPHIC SYSTEMS, INC.
		
	By:	 	 /s/ Leon Richards





			
	Name:	 	Leon Richards
	Title:	 	Treasurer
	
	OXY-DRY U.K., INC.


 
			
		
	By:	 	 /s/ Leon Richards





			
	Name:	 	Leon Richards
	Title:	 	Vice President
	
	BALDWIN SOUTHEAST ASIA CORPORATION
	(formerly known as Oxy-Dry Asia Pacific, Inc.)


 
			
		
	By:	 	 /s/ Leon Richards





			
	Name:	 	Leon Richards
	Title:	 	Vice President and Treasurer
	
	BALDWIN AMERICAS CORPORATION


 
			
		
	By:	 	 /s/ Leon Richards





			
	Name:	 	Leon Richards
	Title:	 	Vice President and Treasurer
	
	BALDWIN ASIA PACIFIC CORPORATION


 
			
		
	By:	 	 /s/ Leon Richards





			
	Name:	 	Leon Richards
	Title:	 	Vice President and Treasurer



  
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	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:	 	President
	
	BALDWIN EUROPE CONSOLIDATED INC.


 
			
		
	By:	 	 /s/ Mark T. Becker





			
	Name:	 	Mark T. Becker
	Title:	 	President



  
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	BALDWIN EUROPE CONSOLIDATED B.V.
	
	By: Baldwin Graphic Equipment BV
		
	By:	 	 /s/ Mark T. Becker

	Name(s): Mark T. Becker
	Title: Managing Director
		
	By:	 	 /s/ Jacobus Willems

	Name(s): Jacobus Willems
	Title: Managing Director
	
	BALDWIN GRAPHIC EQUIPMENT B.V.
		
	By:	 	 /s/ Mark T. Becker

	Name(s): Mark T. Becker
	Title: Managing Director
		
	By:	 	 /s/ Jacobus Willems

	Name(s): Jacobus Willems
	Title: Managing Director
	
	HORIZON LAMPS, INC.
		
	By:	 	 /s/ Leon Richards

	Name: Leon Richards
	Title: Treasurer



  
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	BANK OF AMERICA, N.A., as Administrative Agent
		
	By:	 	 /s/ Roberto Salazar

	Name: Roberto Salazar
	Title: Vice President
	
	BANK OF AMERICA, N.A., as Lender
		
	By:	 	 /s/ Anthony D. Healey

	Name: Anthony D. Healey
	Title: Senior Vice President



  
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	WEBSTER BANK, NATIONAL ASSOCIATION, as Lender
		
	By:	 	 /s/ Stephen Corcoran

	Name: Stephen Corcoran
	Title: Senior Vice President



  
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	RBS CITIZENS, N.A., as Lender
		
	By:	 	  





			
	Name:	 	
	Title:	 	



  
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