CREDIT AGREEMENT dated as of November 21, 2006 among BALDWIN TECHNOLOGY COMPANY, INC. MAINSEE 430. VV GMBH (TO BE RENAMED “BALDWIN GERMANY HOLDING GMBH”) BALDWIN GERMANY GMBH and OXY-DRY MASCHINEN GMBH as Borrowers THE VARIOUS FINANCIAL INSTITUTIONS...Credit Agreement • November 28th, 2006 • Baldwin Technology Co Inc • Printing trades machinery & equipment • New York
THIS CREDIT AGREEMENT dated as of November 21, 2006 (this “Agreement”) is entered into among BALDWIN TECHNOLOGY COMPANY, INC., a Delaware corporation (“Parent”), MAINSEE 430. VV GMBH (TO BE RENAMED “BALDWIN GERMANY HOLDING GMBH”), a German company (“Newco”), BALDWIN GERMANY GMBH, a German company (“BGG”), and OXY-DRY MASCHINEN GMBH, a German company (“Oxy-Dry GmbH”; each of BGG and Oxy-Dry GmbH are sometimes individually referred to below as a “German Opco” and sometimes collectively referred to below as the “German Opcos”; the German Opcos and Newco are sometimes individually referred to below as a “German Borrower” and sometimes collectively referred to below as the “German Borrowers”; the Parent, Newco, BGG and Oxy-Dry GmbH are sometimes individually referred to below as a “Borrower” and sometimes collectively referred to below as the “Borrowers”), the Lenders (as defined below), and LASALLE BANK NATIONAL ASSOCIATION (in its individual capacity, “LaSalle”), as administrative agent f
Baldwin Europe Consolidated B.V. Baldwin Technology Company, Inc. 2 Trap Falls Road Suite 402 Shelton, Connecticut, USA 06484 LaSalle Bank National Association, as Administrative Agent 135 South LaSalle Street Chicago, Illinois 60603Payoff of Loans and Related Obligations • November 28th, 2006 • Baldwin Technology Co Inc • Printing trades machinery & equipment • New York
Reference is made to (i) the Credit Agreement dated as of July 25, 2003 among Baldwin Europe Consolidated B.V. (the “Borrower”), Baldwin Technology Company, Inc. (the “Parent”), the Guarantor Subsidiaries (as defined therein) and Maple Bank GmbH as lender (the “Lender”), as amended by the First Amendment to Credit Agreement dated as of September 9, 2004 among the parties thereto and as further amended by the Second Amendment and Waiver to Credit Agreement dated as of July 1, 2005 among the parties thereto (the “Credit Agreement”) and (ii) the other Credit Documents (as defined in the Credit Agreement). The Lender understands that the Parent expects to obtain financing pursuant to a new credit agreement under which LaSalle Bank National Association shall act as Administrative Agent (the “Administrative Agent”; the lender(s) under such new credit agreement are collectively referred to below as the “New Lenders”) for the purpose of, among other things, providing a loan to the Borrower the
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT by and among BALDWIN TECHNOLOGY COMPANY, INC. and STOCKHOLDERS OF MTC TRADING COMPANY November 17, 2006Stock Purchase Agreement • November 28th, 2006 • Baldwin Technology Co Inc • Printing trades machinery & equipment • Illinois
This AMENDED AND RESTATED STOCK PURCHASE AGREEMENT, dated as of the 17th day of November, 2006, is by and between BALDWIN TECHNOLOGY COMPANY, INC. a Delaware corporation (“Buyer”), and the stockholders listed on the signature page hereof (each, a “Seller”, and collectively, the “Sellers”) of MTC TRADING COMPANY, an Arizona corporation (“MTC”). The Buyer and Sellers may be referred to in this Agreement individually as a “Party” or collectively as the “Parties.” Capitalized terms used herein shall have the meanings set forth in Article I, unless otherwise defined herein.
