Voting AgreementVoting Agreement • December 28th, 2011 • Baldwin Technology Co Inc • Printing trades machinery & equipment • Delaware
This Voting Agreement (this “Agreement”), dated as of December , 2011 between the undersigned stockholder (“Stockholder”) of Baldwin Technology Company, Inc., a Delaware corporation (the “Company”), and Forsyth Capital Investors, LLC, a Missouri limited liability company (“FCI”).
AGREEMENT AND PLAN OF MERGER among BALDWIN TECHNOLOGY COMPANY, INC., FORSYTH CAPITAL INVESTORS, LLC, FORSYTH BALDWIN, LLC, FORSYTH BALDWIN MEZZANINE, INC. and FORSYTH BALDWIN, INC. dated as of December 22, 2011Merger Agreement • December 28th, 2011 • Baldwin Technology Co Inc • Printing trades machinery & equipment • Delaware
This Agreement and Plan of Merger (this “Agreement”), is entered into as of December 22, 2011, by and among Baldwin Technology Company, Inc., a Delaware corporation (the “Company”), Forsyth Capital Investors, LLC, a Missouri limited liability company (“FCI”), Forsyth Baldwin, LLC, a Missouri limited liability company (“Buyer”), Forsyth Baldwin Mezzanine, Inc., a Missouri corporation (“Mezzanine”), and Forsyth Baldwin, Inc., a Delaware corporation (“Merger Sub”). Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in Section 8.01 hereof.
AMENDMENT NO. 13 TO CREDIT AGREEMENTCredit Agreement • December 28th, 2011 • Baldwin Technology Co Inc • Printing trades machinery & equipment
THIS AMENDMENT NO. 13 TO CREDIT AGREEMENT (this “Amendment” or “Amendment No. 13”), dated as of December 22, 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.
