Second Amendment and Waiver to Credit Agreement among Baldwin Europe Consolidated B.V., Affiliates, and Maple Bank GmbH (July 1, 2005)

Summary

This agreement is a second amendment and waiver to a prior credit agreement between Baldwin Europe Consolidated B.V. and its affiliates, as borrowers and guarantors, and Maple Bank GmbH, as lender. The amendment modifies certain terms of the original credit agreement, including payment schedules, reporting deadlines, and interest margins. It also waives any defaults related to the termination of a custody agreement. The amendment is effective as of July 1, 2005, provided all parties sign and certain conditions are met, and it is governed by New York law.

EX-10.72 2 a4969118ex10_72.txt EXHIBIT 10.72 Exhibit 10.72 SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT among BALDWIN EUROPE CONSOLIDATED B.V., as Borrower, BALDWIN TECHNOLOGY COMPANY, INC., as Parent, Guarantor and Borrower Representative, BALDWIN AMERICAS CORPORATION, BALDWIN EUROPE CONSOLIDATED INC., BALDWIN ASIA PACIFIC CORPORATION, BALDWIN GRAPHIC SYSTEMS INC., BALDWIN GERMANY GMBH, BALDWIN U.K. HOLDING LIMITED, BALDWIN (U.K.) LTD., ACROTEC UK LTD., BALDWIN GLOBALTEC LTD., BALDWIN SWEDEN HOLDING AB, BALDWIN IVT AB, BALDWIN JIMEK AB, JAPAN-BALDWIN LTD., as Guarantors, and MAPLE BANK GMBH, as Lender Dated as of July 1, 2005 -------------------------------- ================================================================================ SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT SECOND AMENDMENT AND WAIVER TO CREDIT AGREEMENT, dated as of July 1, 2005 (this "Amendment"), of the CREDIT AGREEMENT, dated as of July 25, 2003, as amended by the First Amendment dated as of September 9, 2004 (as amended, the "Credit Agreement"), among BALDWIN EUROPE CONSOLIDATED B.V., a private company with limited liability incorporated under the laws of The Netherlands (the "Borrower"), BALDWIN TECHNOLOGY COMPANY, INC., a Delaware corporation, as Parent, Guarantor and Borrower Representative (the "Parent"), BALDWIN AMERICAS CORPORATION, a Delaware corporation ("BAC"), BALDWIN EUROPE CONSOLIDATED INC., a Delaware corporation ("BEC"), BALDWIN ASIA PACIFIC CORPORATION, a Delaware corporation ("BAPC" together with BAC and BEC, each a "Guarantor Parent"), BALDWIN GRAPHIC SYSTEMS INC., a Delaware corporation ("Baldwin Graphic"), BALDWIN GERMANY GMBH, a German company ("Baldwin Germany"), BALDWIN U.K. HOLDING LIMITED, a company incorporated in England and Wales ("Baldwin U.K."), BALDWIN (UK) LTD., a company incorporated in England and Wales ("Baldwin (UK)"), ACROTEC UK LTD., a company incorporated in England and Wales ("Acrotec UK"), BALDWIN GLOBALTEC LTD., a company incorporated in England and Wales ("Baldwin Globaltec"), BALDWIN SWEDEN HOLDING AB, a limited liability company incorporated in Sweden under registration number ###-###-#### ("Baldwin Sweden"), BALDWIN IVT AB, a limited liability company incorporated in Sweden under registration number ###-###-#### ("Baldwin IVT"), BALDWIN JIMEK AB, a limited liability company incorporated in Sweden under registration number ###-###-#### ("Baldwin Jimek"), JAPAN-BALDWIN LTD., a Japanese company ("Baldwin Japan" together with Baldwin Graphic, Baldwin Jimek, Baldwin IVT, Baldwin Sweden, Baldwin Globaltec, Acrotec UK, Baldwin (UK), Baldwin U.K. and Baldwin Germany, each a "Guarantor Subsidiary, and collectively, the "Guarantor Subsidiaries") and MAPLE BANK GmbH, a German bank, as Lender. Unless otherwise defined herein, all capitalized terms used herein and defined in Section 11 of the Credit Agreement are used herein as so defined. W I T N E S S E T H: - - - - - - - - - - WHEREAS, the Borrower, the Parent, the Guarantor Parents, the Guarantor Subsidiaries and the Lender have entered into the Credit Agreement; and WHEREAS, the parties desire to modify the Credit Agreement upon the terms and conditions set forth herein; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties do hereby agree as follows: SECTION 1. DEFINITIONS. All terms used in this Amendment and not otherwise defined shall have the meaning ascribed to such terms in the Credit Agreement. SECTION 2. AMENDMENTS. Section 2.1. Section 1.06(b) of the Credit Agreement is amended by deleting the proviso at the end in its entirety. Section 2.2. Section 3.01(a) of the Credit Agreement is amended by deleting clause (ii) of the first sentence thereof and substituting therefor: "(ii) a renewal fee in the amount of $25,000 payable on the last Business Day of January, April, July and October in each year, commencing with October 2005 (unless the Commitment is terminated earlier pursuant to Section 3.02 or 3.03)." Section 2.3. Section 8.01(m) of the Credit Agreement is amended by deleting therefrom the words "Within 15 Business Days after the end of each calendar month" and replacing them with the words "Within 30 Business Days after the end of each calendar month" in lieu thereof. Section 2.4. Section 11 of the Credit Agreement is amended by deleting the defined term "Applicable Margin" and replacing it with the following: "Applicable Margin" shall mean a percentage per annum equal to (i) 1.25%, with respect to Base Rate Loans, (ii) 3.375%, with respect to Eurodollar Loans, and (iii) 3.775%, with respect to Euro Denominated Loans. SECTION 3. WAIVER The Lender acknowledges that the Custody Agreement was terminated as of August 12, 2005, and irrevocably waives any Defaults or Events of Default that may have arisen as a result of such termination. SECTION 4. REPRESENTATION AND WARRANTIES OF THE CREDIT PARTIES Each Credit Party represents to the Lender that each of the representations and warranties made in Section 7 of the Credit Agreement is true and correct as of the date hereof, after giving effect to this Amendment, except to the extent that such representation is stated to relate to a specified earlier date in which case such representation and warranty shall be true and correct as of such earlier date. SECTION 5. CONDITIONS This Amendment shall be deemed effective as of July 1, 2005 (the "Effective Date") when each of the following has been fulfilled to the satisfaction of the Lender: (a) Each of the parties hereto shall have executed and delivered a counterpart of this Amendment. (b) There shall exist no Default or Event of Default under the Credit Agreement and all representations and warranties contained therein shall be true and correct as of the Effective Date with the same effect as if made on such date, except to the extent that such representation is stated to relate to a specified earlier date in which case such representation and warranty shall be true and correct as of such earlier date. 2 (c) All proceedings and all documents, instruments and other legal matters in connection with this Amendment shall be satisfactory in form and substance to the Lender and its counsel and the Lender shall have received such other documents, certificates, instruments and opinions relating to the transactions contemplated hereby as it shall reasonably request, in each case, in form and substance satisfactory to it. (d) All fees and expenses of the Lender (including fees and expenses of its counsel) incurred in connection with this Amendment shall have been paid. SECTION 6. MISCELLANEOUS Section 6.1. Each of the Credit Documents modified hereby is expressly continued in full force and effect. Except as expressly modified herein, all terms, provisions and conditions will remain unchanged and shall remain in full force and effect for the full term thereof, and this Amendment shall be interpreted with the Credit Agreement, as modified hereby, as one and the same instrument. This Amendment shall also constitute a Credit Document as defined in the Credit Agreement. Section 6.2. Each of the Credit Parties confirms for purposes of each of the Security Documents to which it is a party that (i) references in such documents to the Credit Agreement are to the Credit Agreement as amended by this Amendment and (ii) the defined terms "Obligations" and "Secured Obligations" in the Credit Documents refer to the Obligations under the Credit Agreement as amended by this Amendment. Section 6.3. The terms and provisions of this Amendment, and the respective rights and obligations of each party hereunder, shall be binding upon and inure to the benefit of their respective successors, legal representatives and assigns. Section 6.4. THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERNED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF. Section 6.5. Any provision of this Amendment that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction, and each party hereto shall remain liable to perform its obligations hereunder except to the extent of such enforceability. To the extent permitted by law, each party hereto hereby waives any provision of law that renders any provision hereof prohibited or unenforceable in any respect. Section 6.6. This Amendment is limited precisely as written and shall not be deemed to be an amendment, consent, waiver or modification of any other term or condition of the Credit Agreement or any of the instruments or agreements referred to therein, or prejudice any right or rights which the 3 Lender may now have or may have in the future under or in connection with the Credit Agreement or any of the instruments or agreements referred to therein. Except as expressly modified hereby, the terms and provisions of the Credit Agreement shall continue in full force and effect. Whenever the Credit Agreement is referred to in the Credit Agreement or any of the instruments, agreements or other documents or papers executed and delivered in connection therewith, it shall be deemed to be a reference to the Credit Agreement as modified by this Amendment. Section 6.7. This Amendment may be executed by the parties hereto in separate counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered by their respective duly authorized officers as of the date first above written. Address: - -------- 2 Trap Falls Road BALDWIN EUROPE CONSOLIDATED B.V., Suite 402 as Borrower Shelton, CT 06484 Attn: President Tel: (203) 402-1000 By__/s/Gerald A. Nathe____________ Fax: (203) 402-5500 Name: Gerald A. Nathe Title: Managing Director By__/s/Vijay C. Tharani___________ Name: Vijay C. Tharani Title: Managing Director 2 Trap Falls Road BALDWIN TECHNOLOGY COMPANY, INC., Suite 402 as Parent, Guarantor and Parent Shelton, CT 06484 Representative Attn:President Tel ###-###-#### By__/s/Vijay C. Tharani___________ Fax ###-###-#### Name: Vijay C. Tharani Title: Vice President, CFO & Treasurer 2 Trap Falls Road BALDWIN AMERICAS CORPORATION, Suite 402 as Guarantor Shelton, CT 06484 Attn: President Tel: (203) 402-1000 By__/s/Vijay C. Tharani___________ Fax: (203) 402-5500 Name: Vijay C. Tharani Title: Vice President 2 Trap Falls Road BALDWIN EUROPE CONSOLIDATED INC., Suite 402 as Guarantor Shelton, CT 06484 Attn: President Tel: (203) 402-1000 By__/s/Vijay C. Tharani___________ Fax: (203) 402-5500 Name: Vijay C. Tharani Title: Vice President 2 Trap Falls Road BALDWIN ASIA PACIFIC CORPORATION, Suite 402 as Guarantor Shelton, CT 06484 Attn: President Tel: (203) 402-1000 By__/s/Vijay C. Tharani___________ Fax: (203) 402-5500 Name: Vijay C. Tharani Title: Vice President 2 Trap Falls Road BALDWIN GRAPHIC SYSTEM INC., Suite 402 as Guarantor Shelton, CT 06484 Attn: President Tel: (203) 402-1000 By__/s/Gerald A. Nathe____________ Fax: (203) 402-5500 Name: Gerald A. Nathe Title: President Derchinger Strasse 137 BALDWIN GERMANY GMBH, as Guarantor D-86165 Augsburg Germany Attn: Managing Director By__/s/Karl S. Puehringer_________ Tel: +49-821-794-200 Name: Karl S. Puehringer Fax: +49 ###-###-#### Title: Geschaftsfuhrer With a copy to: Baldwin Technology Company, Inc. 2 Trap Falls Road Suite 402 Shelton, CT 06484 Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 Unit 13 Apex Business Centre EXECUTED as a DEED by Boscombe Road BALDWIN U.K. HOLDING LIMITED, Dunstable Bedfordshire LU5 4SB as Guarantor England Attn: Managing Director Tel: +44-1582-477499 By_____________________________ Fax: +44-1582-478510 as attorney-in-fact under a power of attorney dated ____ With a copy to: Baldwin Technology Company, Inc. By__/s/Vijay C. Tharani___________ 2 Trap Falls Road Suite 402 Name: Vijay C. Tharani Shelton, CT 06484 Title: Director Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 Unit 13 Apex Business Centre EXECUTED as a DEED by Boscombe Road BALDWIN (U.K.) LTD., as Guarantor Dunstable Bedfordshire LU5 4SB England Attn: Managing Director By_____________________________ Tel: +44-1582-477499 as attorney-in-fact under a Fax: +44-1582-478510 power of attorney dated ____ With a copy to: Baldwin Technology Company, Inc. By__/s/Vijay C. Tharani___________ 2 Trap Falls Road Name: Vijay C. Tharani Suite 402 Title: Director Shelton, CT 06484 Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 22 Wessex Trade Centre EXECUTED as a DEED by Poole, Dorset BH12 3PQ ACROTEC UK LTD., as Guarantor England Attn: Managing Director Tel: +44-1202-739030 By_______________________________ Fax: +44-1202-739040 as attorney-in-fact under a power of attorney dated ____ With a copy to: Baldwin Technology Company, Inc. 2 Trap Falls Road By__/s/Vijay C. Tharani__________ Suite 402 Name: Vijay C. Tharani Shelton, CT 06484 Title: Director Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 22 Wessex Trade Centre EXECUTED as a DEED by Poole, Dorset BH12 3PQ BALDWIN GLOBALTEC LTD., as England Guarantor Attn: Managing Director Tel: +44-1202-739030 By_____________________________ Fax: +44-1202-739040 as attorney-in-fact under a power of attorney dated ____ With a copy to: Baldwin Technology Company, Inc. 2 Trap Falls Road By__/s/John Leek__________________ Suite 402 Name: John Leek Shelton, CT 06484 Title: Managing Director Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 Stoerydsvagen 13 BALDWIN SWEDEN HOLDING AB, as Box 6 Guarantor 573 21 Tranas Sweden By__/s/Gerald A. Nathe____________ Attn: Managing Director Name: Gerald A. Nathe Tel: +46-140-14190 Title: Director Fax: +46-140-17609 With a copy to: Baldwin Technology Company, Inc. 2 Trap Falls Road Suite 402 Shelton, CT 06484 Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 Stoerydsvagen 13 BALDWIN IVT AB, as Guarantor Box 6 573 21 Tranas Sweden By__/s/Gerald A. Nathe____________ Attn: Managing Director Name: Gerald A. Nathe Tel: +46-140-14190 Title: Director Fax: +46-140-17609 With a copy to: Baldwin Technology Company, Inc. 2 Trap Falls Road Suite 402 Shelton, CT 06484 Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 Testvagen 16 BALDWIN JIMEK AB, as Guarantor S-232 37 Arlov Sweden Attn: Managing Director By__/s/Gerald A. Nathe____________ Tel: +46-40-43-98-00 Name: Gerald A. Nathe Fax: +46-40-43-98-10 Title: Director With a copy to: Baldwin Technology Company, Inc. 2 Trap Falls Road Suite 402 Shelton, CT 06484 Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 4-34 Toyo 2-chome Kohtoh-ku JAPAN-BALDWIN LTD., as Guarantor Tokyo 135-8384 Japan Attn: Managing Director By__/s/Gerald A. Nathe____________ Tel: +81-3-5606-2771 Name: Gerald A. Nathe Fax: +81-3-5606-2779 Title:Representative Director With a copy to: Baldwin Technology Company, Inc. 2 Trap Falls Road Suite 402 2 Trap Falls Road Suite 402 Shelton, CT 06484 Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 MAPLE BANK GmbH, as Lender By_/s/Michael Bernhard____________ Name: Michael Bernhard Title: Managing Director By_/s/Oliver Lenauer______________ Name: Oliver Lenauer Title: Assistant Vice President