First Amendment to Credit Agreement among Baldwin Europe Consolidated B.V., Affiliates, and Maple Bank GmbH

Summary

This amendment updates the original Credit Agreement dated July 25, 2003, between Baldwin Europe Consolidated B.V. and its affiliates as borrowers and guarantors, and Maple Bank GmbH as lender. The amendment revises certain financial terms, including interest rates, fees, and definitions, and extends the loan commitment termination date to October 1, 2008. It also grants Maple Bank GmbH options related to future equity issuances by the parent company. The agreement is effective as of September 9, 2004, and binds all listed parties to the revised terms.

EX-10.69 2 y02390exv10w69.txt 1ST AMENDMENT TO CREDIT AGREEMENT EXHIBIT 10.69 ================================================================================ FIRST AMENDMENT 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 September 9, 2004 -------------------------------- ================================================================================ EXHIBIT 10.69 FIRST AMENDMENT TO CREDIT AGREEMENT FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of September 9, 2004 (this "Amendment"), of the CREDIT AGREEMENT, dated as of July 25, 2003 (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 1.01(a)(ii) of the Credit Agreement is hereby amended by deleting the words "(which may be Euro Denominated Loans)" and replacing them with "or Euro Denominated Loans". Section 2.2 Section 1.03 of the Credit Agreement is hereby amended by (a) deleting "(a)" and (b) deleting the words "Eurodollar Loan (which may be Euro Denominated Loan)" and replacing them with "Revolving Loan". Section 2.3 Section 1.05(b)(iv) of the Credit Agreement is hereby amended by deleting the words "Eurodollar Loans" and replacing them with "Euro Loans". Section 2.4 Section 1.06(a) of the Credit Agreement hereby amended by deleting the percentage "10.5%" and replacing it with "7.5%". Section 2.5 Section 1.06(b) is amended by (a) deleting the words "Eurodollar Rate" and replacing it with "applicable Euro Rate", (b) deleting the words "10.5% per annum" and (c) inserting at the end the words "7.5% per annum in the case of a Eurodollar Loan or 7.625% per annum in the case of a Euro Denominated Loan." Section 2.6 Section 1.06(d) of the Credit Agreement is hereby amended by deleting the words "each Base Rate Loan and each Eurodollar Loan" and replacing them with the words "each Revolving Loan". Section 2.7 Section 1.06(e) of the Credit Agreement is hereby amended by deleting the words "Eurodollar Rate" and replacing them with "the applicable Euro Rate". Section 2.8 Section 1.07 of the Credit Agreement is hereby amended by deleting the word "Eurodollar" and replacing it with "Euro" in each instance where it appears. Section 2.9 Section 1.08 of the Credit Agreement is hereby amended by deleting the words "Eurodollar Loans" and replacing them with "Euro Loans" in each instance where they appear. Section 2.10 Section 1A.04 of the Credit Agreement is hereby amended by deleting the words "(x) the Eurodollar Rate" and replacing them with "the applicable Euro Rate (i.e., LIBOR for Letters of Credit denominated in Dollars and EURIBOR for Letters of Credit denominated in Euros)". Section 2.11 Section 3.01(a) of the Credit Agreement is hereby amended by deleting clauses (ii) through (v) of the first sentence thereof in their entirety and substituting therefor: "(ii) a renewal fee in an amount computed at the rate of 1.00% of the Commitment payable on October 31, 2005 and 0.75% of the Commitment payable on October 31, 2006 and on October 31, 2007 (unless the Commitment is terminated earlier pursuant to Section 3.02 or 3.03), (iii) a commitment fee in an amount computed at the rate of 0.50% per annum of the daily average balance of the Total Unutilized -2- Commitment for each month, which fee shall be due and payable on each Monthly Payment Date, (iv) a monthly maintenance fee in an amount of $15,000, which fee shall be due and payable on each Monthly Payment Date, and (v) a termination fee of $100,000, which fee shall be due and payable on the date of termination of the Commitment if the Borrower elects to terminate such Commitment prior to October 1, 2008." Section 2.12 Section 3.03 of the Credit Agreement is hereby amended by deleting it in its entirety and replacing it with the following: "3.03 Other Termination of Commitment. The Commitment shall terminate in its entirety on October 1, 2008. At the election of the Lender, no Loan shall be available and the Commitment shall terminate in its entirety upon the occurrence of a Default or an Event of Default." Section 2.13 Section 4.01(i) of the Credit Agreement is hereby amended by deleting the words "Eurodollar Loans" and replacing them with "Euro Loans". Section 2.14 The Credit Agreement is hereby amended by adding the following as a new Section 8.16: "8.16 Grant of Options. The Parent hereby grants the following options to the Lender. In the event that at any time prior to October 1, 2008 the Parent issues any equity security or any debt convertible into equity (including, without limitation, any common stock, preferred stock, warrant, convertible debenture or the like (but excluding securities issued to officers, directors or employees of the Parent pursuant to stock option, stock grant or stock purchase plans on terms approved by the Board of Directors of the Parent), any such securities referred to herein as an "Equity Security"), the Parent shall at least 30 days prior to the issuance of any Equity Security (i) notify the Lender of such issuance of an Equity Security and (ii) issue to the Lender an option (the "Option"), exercisable, in whole or in part, and if in part on multiple occasions, at any time within 90 days after the issuance of such Equity Security, to acquire an amount of such Equity Security as is being issued to the relevant third party on the same terms and conditions as such Equity Security is being issued to such third party; provided that the Parent shall not be required to issue Options to the Lender to acquire more than $5,000,000 of Equity Securities in the aggregate. Options may be exercised at the discretion of the Lender using cash or by redemption of Loans, any such redemption to occur at the face value thereof and without any prepayment or other penalty. Each Option and the rights herein shall be freely transferable by the Lender, in an aggregate amount not to exceed $1,000,000, provided, however, that no transfer shall be made to a Person engaged in the printing business that would be a competitor or client of any of the Credit Parties. Notwithstanding anything to the contrary contained in the preceding sentence, each Option and the rights herein shall be freely transferable and with no limitation as to the amount to any Affiliate, employee, shareholder, Subsidiary or successor of the Lender, Maple Trade Finance or Maple Commercial Finance Group. Each transfer shall be subject to compliance by the Lender and any transferee with all securities and other applicable laws and regulations. This Section shall survive any termination of the Credit Agreement." -3- Section 2.15 Section 9.05(i) of the Credit Agreement is hereby amended by adding the words at the end "and (z) Unrestricted Cash held by a Credit Party or a Subsidiary of a Credit Party in an amount equal to the accounts payable of such Person due within 30 days in respect of inventory purchased from third parties." Section 2.16 Section 9.06 of the Credit Agreement is hereby amended by deleting the amount "$3,500,000" and replacing it with "$4,500,000". Section 2.17 Section 9.08 of the Credit Agreement is hereby amended by deleting the words "$500,000 on a consolidated basis" and replacing them with "75% of the asset depreciation of the Parent and its Consolidated Subsidiaries for the prior fiscal year as reflected on the financial statements with respect to such fiscal year delivered pursuant to Section 8.01(c)". Section 2.18 Section 10.03 of the Credit Agreement is hereby amended by adding "8.16" immediately prior to "or 9," in clause (a) thereof. Section 2.19 The defined term "Borrowing Base" in Section 11 of the Credit Agreement is hereby amended (a) by deleting the percentage "80%" in clause (b) and replacing it with "90%", (b) by deleting the percentage "40%" in clause (c) and replacing it with "60%" and (c) by deleting the amount "$5,000,000" and replacing it with "$10,000,000". Section 2.20 The defined term "Business Day" in Section 11 of the Credit Agreement is hereby amended (a) by deleting the words "Eurodollar Loan" and replacing them with "Euro Loan", (b) deleting the words "London interbank market" and replacing them with "Relevant Interbank Market", and (c) deleting the words "London or New York City" and replacing them with "Frankfurt or such other city in which the Payment Office will be located". Section 2.21 The defined term "Payment Office" in Section 11 of the Credit Agreement is hereby amended by adding at the end of such definition the words "or such other location as the Lender shall notify to the Borrower." Section 2.22 The defined term "Reserve Requirement" in Section 11 of the Credit Agreement is hereby amended by deleting the words "Eurodollar Rate" in clauses (i) and (ii) and replacing them with "LIBOR". Section 2.23 Section 11 of the Credit Agreement is hereby amended by deleting the defined terms "Applicable Margin", "Commitment", "Euro Denominated Loan", "Eurodollar Loan", "Interest Determination Date", "Revolving Loan Maturity Date" and "Type" in their entirety and replacing them with the following: "Applicable Margin" shall mean a percentage per annum equal to (i) 3%, with respect to Base Rate Loans, (ii) 5.125%, with respect to Eurodollar Loans, and (iii) 5.525%, with respect to Euro Denominated Loans. "Commitment" shall mean $28,000,000 through and including October 1, 2005, and $30,000,000 thereafter. -4- "Euro Denominated Loan" shall mean any Loan or any portion thereof denominated in Euros which bears interest based on EURIBOR. "Eurodollar Loan" shall mean any Loan or any portion thereof denominated in Dollars which bears interest based on LIBOR. "Interest Determination Date" shall mean, with respect to any Eurodollar Loan or Euro Denominated Loan, the second Business Day prior to the commencement of any Interest Period relating to such Eurodollar Loan or Euro Denominated Loan; provided that if market practice differs in the Relevant Interbank Market for Euros, the Interest Determination Date for Euro Denominated Loans will be determined by the Lender (and notified to the Borrower) in accordance with market practice in the Relevant Interbank Market. "Revolving Loan Maturity Date" shall mean October 1, 2008 or such earlier date specified in the Borrower's notice to terminate the Commitment pursuant to Section 3.02 of this Agreement." "Type" shall mean the type of Loan determined with regard to the interest option applicable thereto, i.e., whether a Base Rate Loan, a Euro Denominated Loan or a Eurodollar Loan. Section 2.24 Section 11 of the Credit Agreement is hereby amended by adding the following definitions in alphabetical order: "EURIBOR" means, with respect to each Interest Period in respect of a Euro Denominated Loan or amounts calculated with reference thereto, the rate per annum for deposits in Euros which appears on the Relevant Page for such Interest Period at or about 11:00 am (Brussels time) on the Interest Determination Date for such Interest Period. "Euro Loan" shall mean and include a Eurodollar Loan and a Euro Denominated Loan. "Euro Rate" shall mean, with respect to each Interest Period in respect of a Euro Loan, the rate per annum (rounded upwards, if necessary, to the nearest 1/1000 of 1%) determined by the Lender to be equal to the quotient obtained by dividing (a) the applicable LIBOR in the case of Eurodollar Loans or EURIBOR in the case of Euro Denominated Loans for such Interest Period by (b) 1 minus the Reserve Requirement for such Euro Loan for such Interest Period. "LIBOR" means, with respect to each Interest Period in respect of a Eurodollar Loan or amounts calculated with reference thereto, the rate per annum for deposit in Dollars which appears on the Relevant Page for such Interest Period at or about 11:00 am (London time) on the Interest Determination Date for such Interest Period. "Relevant Interbank Market" means, in relation to Euros, the European interbank market and, in relation to Dollars, the London interbank market. -5- "Relevant Page" means the page of the Reuters or Telerate screen selected by the Lender (and notified to the Borrower) on which is displayed, in relation to EURIBOR, the European interbank offered rates for Euros and, in relation to LIBOR, the London interbank offered rates for Dollars or, if such page or such service ceases to be available, such other page or service which displays the European interbank offered rates for Euros or the London interbank offered rates for Dollars, as the Lender shall select. Section 2.25 The defined term "Eurodollar Rate" in Section 11 of the Credit Agreement shall be deleted in its entirety. SECTION 3. 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 4. CONDITIONS This Amendment shall become effective on the date (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 and the Lender shall have received an amendment fee of $224,000 from the Borrower. (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. (c) The Lender shall have received a copy of the resolutions of the Board of Directors of the Borrower, the Parent and the Guarantor Parents authorizing the execution, delivery and performance by them of this Amendment and an incumbency certificate, in each case certified by its Secretary or an Assistant Secretary. (d) The Lender shall have received legal opinions from counsel to the Parent, the Guarantor Parents and the Borrower (x) covering the matters contained in paragraphs (1) through (5) of Exhibit D to the Credit Agreement with respect to this Amendment and (y) stating that no further action is necessary to maintain the perfection of the security interest in the Security Documents granted by such Credit Party to secure the obligations of such Credit Party, as amended by this Amendment and (2) otherwise in form and substance satisfactory to the Lender. (e) All proceedings and all documents, instruments and other legal matters in connection with this Amendment shall be satisfactory in form and substance to the -6- 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. (f) 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 5. COVENANTS Section 5.1 Each Credit Party other than any Credit Party whose counsel has delivered an opinion pursuant to Section 4(d) will deliver an opinion of its counsel satisfying the requirements of Section 4(d) within 30 calendar days after the Effective Date. Section 5.2 Each Credit Party other than any Credit Party who has delivered the Secretary's or Assistant Secretary's certificate described in Section 4 (c), will deliver such Secretary's or Assistant Secretary's certificate satisfying the requirement of Section 4 (c) within 30 calendar days after the Effective Date. Section 5.3 Failure to comply with the covenants in Sections 5.1 and 5.2 shall constitute an Event of Default under Section 10.03 (a) of the Credit Agreement. 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 The Lender hereby expressly waives the renewal fee of $400,000 payable pursuant to Section 3.01 (a) (ii) of the Credit Agreement that was due and payable on August 15, 2004. Section 6.5 THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND BE GOVERENED BY THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PROVISIONS THEREOF. -7- Section 6.6 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 6.7 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 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 6.8 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. -8- 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: 12 Commerce Drive BALDWIN EUROPE CONSOLIDATED B.V., Shelton, CT 06484 as Borrower Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 By /s/ Gerald A. Nathe ------------------------------------------- Name: Gerald A. Nathe Title: Managing Director By /s/ Vijay C. Tharani ------------------------------------------- Name: Vijay C. Tharani Title: Managing Director 12 Commerce Drive BALDWIN TECHNOLOGY COMPANY, INC., Shelton, CT 06484 as Parent, Guarantor and Parent Representative Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 By /s/ Vijay C. Tharani ------------------------------------------- Name: Vijay C. Tharani Title: Vice President, CFO and Treasurer 12 Commerce Drive BALDWIN AMERICAS CORPORATION, Shelton, CT 06484 as Guarantor Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 By /s/ Vijay C. Tharani ------------------------------------------- Name: Vijay C. Tharani Title: Vice President 12 Commerce Drive BALDWIN EUROPE CONSOLIDATED INC., Shelton, CT 06484 as Guarantor Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 By /s/ Vijay C. Tharani ------------------------------------------- Name: Vijay C. Tharani Title: Vice President -9- 12 Commerce Drive BALDWIN ASIA PACIFIC CORPORATION, Shelton, CT 06484 as Guarantor Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 By /s/ Vijay C. Tharani ------------------------------------------- Name: Vijay C. Tharani Title: Vice President 12 Commerce Drive BALDWIN GRAPHIC SYSTEM INC., Shelton, CT 06484 as Guarantor Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 By /s/ Gerald A. Nathe ------------------------------------------- Name: Gerald A. Nathe Title: President Derchinger Strasse 137 BALDWIN GERMANY GMBH, as Guarantor D-86165 Augsburg Germany Attn: Managing Director By /s/ Gerald A. Nathe ------------------------------------------- Tel: +49-821-794-200 Name: Gerald A. Nathe Fax: +49 ###-###-#### Title: Geschaftsfuhrer With a copy to: Baldwin Technology Company, Inc. 12 Commerce Drive Shelton, CT 06484 Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 -10- 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. 12 Commerce Drive Shelton, CT 06484 By /s/ Vijay C. Tharani ------------------------------------------- Attn: President Name: Vijay C. Tharani Tel: (203) 402-1000 Title: Director 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 /s/ Vijay C. Tharani ------------------------------------------- Tel: +44-1582-477499 as attorney-in-fact under a power of Fax: +44-1582-478510 attorney dated August 26, 2004 With a copy to: Baldwin Technology Company, Inc. 12 Commerce Drive By /s/ Vijay C. Tharani ------------------------------------------- Shelton, CT 06484 Name: Vijay C. Tharani Attn: President Title: Director Tel: (203) 402-1000 Fax: (203) 402-5500 -11- 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 /s/ Vijay C. Tharani ------------------------------------------- Fax: +44-1202-739040 Name: Vijay C. Tharani Title: Director With a copy to: Baldwin Technology Company, Inc. 12 Commerce Drive Shelton, CT 06484 Attn: President By ------------------------------------------- Tel: (203) 402-1000 Name: Fax: (203) 402-5500 Title: 22 Wessex Trade Centre EXECUTED as a DEED by Poole, Dorset BH12 3PQ BALDWIN GLOBALTEC LTD., as Guarantor England Attn: Managing Director Tel: +44-1202-739030 By /s/ Vijay C. Tharani ------------------------------------------- Fax: +44-1202-739040 as attorney-in-fact under a power of attorney dated August 26, 2004 With a copy to: Baldwin Technology Company, Inc. 12 Commerce Drive Shelton, CT 06484 By ------------------------------------------- Attn: President Name: Tel: (203) 402-1000 Title: Fax: (203) 402-5500 -12- Stoerydsvagen 13 BALDWIN SWEDEN HOLDING 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. 12 Commerce Drive 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. 12 Commerce Drive Shelton, CT 06484 Attn: President Tel: (203) 402-1000 Fax: (203) 402-5500 -13- 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. 12 Commerce Drive 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. 12 Commerce Drive 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/ Jurgen Daume ------------------------------------------- Name: Jurgen Daume Title: Vice President -14-