WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT

Exhibit 10.35

WAIVER AND AMENDMENT NO. 5
TO
CREDIT AGREEMENT

THIS WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this “ Amendment ”), dated as of the 31 ^st day of July, 2009, 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 (“ Amendment No. 2 ”), (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 and (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 ”);

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 an Amendment No. 1 to Guaranty and Collateral Agreement, dated as of June 24, 2009 (the “ Amendment No. 1 to Guaranty and Collateral Agreement ”).

D. The Borrowers, the Administrative Agent and the Lenders party hereto desire to further amend the Credit Agreement, as hereafter set forth, and each of the Borrowers, the Administrative Agent and such Lenders is willing to do so upon the terms and conditions set forth in this Amendment; and

E. The Borrowers have requested that the Administrative Agent and the Lenders waive the “Specified Events of Default” set forth in the Modification and Limited Waiver, and the Administrative Agent and the Lenders are willing to waive such “Specified Events of Default” upon the terms and 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 Definitions . Section 1.1 of the Credit Agreement is hereby amended by adding the following new definitions (to be inserted in proper alphabetical order):

Amendment No. 5 means that certain Waiver and Amendment No. 5 to Credit Agreement dated as of July 31, 2009, among Borrowers, the other Credit Parties a party thereto, the Lenders signatory thereto and the Administrative Agent, as amended, restated, supplemented or otherwise modified from time to time.

Currency Adjusted Net Sales means, with respect to any period, the net sales of the Parent and its Subsidiaries for such period on a consolidated basis. Such Currency Adjusted Net Sales shall, subject to the immediately succeeding sentence, be calculated in accordance with GAAP in a manner consistent with how net sales were calculated in the financial statements delivered pursuant to Sections 10.1.1 and 10.1.2 prior to the Fifth Amendment Effective Date. Notwithstanding the foregoing, (i) sales for June of 2009 made in currencies other than Dollars shall be converted to Dollars using the exchange rates set forth in the projections for June of 2009 previously delivered to the Lenders and (ii) sales made on or after July 1, 2009 in the following currencies shall, for purposes of calculating Currency Adjusted Net Sales, be converted to Dollars using the following respective exchange rates (which exchange rates are referred to herein as the “ Specified Assumed Exchange Rates ”):

Excess Cash Flow means, without duplication, with respect to any applicable Fiscal Year of the Parent and its Subsidiaries, (a) EBITDA with respect to such Fiscal Year minus (b) the consolidated Capital Expenditures of the Parent and its Subsidiaries during such Fiscal Year to the extent such Capital Expenditures are permitted by this Agreement and are not financed with the proceeds of Debt (other than Revolving Loans), minus (c) Interest Expense (whenever accrued) actually paid in cash by the Parent or its Subsidiaries in such Fiscal Year, minus (d) to the extent not deducted in determining such EBITDA, any scheduled permanent principal payments (but excluding for the avoidance of doubt any mandatory prepayments required under Section 6.2.2 ) actually paid in cash by the Parent or its Subsidiaries in respect of Total Debt (other than the Revolving Loans or other revolving indebtedness) permitted under this Agreement, minus (e) any voluntary prepayments (if any) of the Term Loans made by Newco in such Fiscal Year and any voluntary prepayment of the Revolving Loans made in such Fiscal Year and after the Fifth Amendment Effective Date but only to the extent that the applicable Revolving Commitments are simultaneously and permanently reduced by the amount of such prepayment, minus (f) consolidated income taxes and franchise taxes (to the extent in lieu of income taxes) actually paid in cash by the Parent or its Subsidiaries in such Fiscal Year, plus (in the case of extraordinary items consisting of a gain or income) and minus (in the case of extraordinary items consisting of a loss or expense) (g) the cash component (if any) of any extraordinary item (but excluding, in each case, any extraordinary item covered by clause (h) below) in such Fiscal Year, minus (in the case of a gain) and plus (in the case of a loss) (h) any gain or loss from any Asset Disposition in such Fiscal Year, minus (i) any restructuring charges or restructuring expenses paid in cash by the Parent and its Subsidiaries in such Fiscal Year to the extent such charges or expenses are added-back in calculating EBITDA pursuant to clause (vii) of the definition of EBITDA and minus (i) any Fifth Amendment Expenses (as defined in the definition of EBITDA) paid in cash by the Parent and its Subsidiaries in such Fiscal Year and added-back in calculating EBITDA pursuant to clause (x) of the definition of EBITDA.

Fifth Amendment Effective Date means July 31, 2009.

Four Fiscal Quarter Computation Period means each period of four consecutive Fiscal Quarters ending on the last day of a Fiscal Quarter.

German Pledge Agreements means the German Pledge Agreements as defined in the Guaranty and Collateral Agreement.

Minimum Liquidity and Currency Adjusted Net Sales Certificate means a Minimum Liquidity and Currency Adjusted Net Sales Certificate in substantially the form of Exhibit C .

Specified Assumed Exchange Rates — see the definition of Currency Adjusted Net Sales.

Specified Availability Amount means $7,900,000, or such lesser amount (if any) as the Required Lenders may (in their absolute discretion) agree to in writing from time to time.

Specified Currency Prepayment Amount means, at any time, an amount equal to $25,000,000 less the applicable Specified Availability Amount at such time.

Technotrans Litigation means any and all claims, counterclaims or other causes of action of the Parent or any of its Subsidiaries against technotrans AG or its Affiliates arising out of or otherwise relating to any patent infringements (or the like).

Technotrans Litigation Net Proceeds shall mean (i) any recovery (or other receipt of cash proceeds) by the Parent or any of its Subsidiaries from the Technotrans Litigation, whether from any judgment, decision, award, settlement or otherwise less (ii) any and all out-of-pocket costs and expenses, including out-of-pocket attorney fees and disbursements and the out-of-pocket fees and disbursements of other outside experts, paid by the Parent or any of its Subsidiaries in bringing or prosecuting the Technotrans Litigation or in any settlement thereof, or in defending or settling any counterclaims related thereto. If requested by the Administrative Agent, the Parent shall provide reasonable evidence of the amount(s) under clause (i) and/or (ii) of the immediately preceding sentence.

2.02 Amendment to Section 1.1: Amendment and Restatement of Certain Definitions . Section 1.1 of the Credit Agreement is hereby amended by amending and restating the following definitions to read in their entireties as follows:

Applicable Margin means, for any day on or after March 31, 2009, the rate per annum set forth below (it being understood and agreed that the Applicable Margin for (i) LIBOR Loans shall be the percentage set forth under the column “LIBOR Margin”, (ii) Base Rate Loans shall be the percentage set forth under the column “Base Rate Margin”, (iii) the Non-Use Fee Rate shall be the percentage set forth under the column “Non-Use Fee Rate” and (iv) the L/C Fee Rate shall be the percentage set forth under the column “L/C Fee Rate”):

Bank Product Agreements means those certain cash management service agreements and other agreements or other documents entered into from time to time between any Loan Party and a Lender or its Affiliates or the Administrative Agent in connection with any of the Bank Products.

Collateral Documents means, collectively, the Guaranty and Collateral Agreement, each Mortgage (if any), each Collateral Access Agreement, the Foreign Pledge Agreements, the German Opco Security Documents (as defined in the Guaranty and Collateral Agreement), each control agreement and any other agreement or instrument pursuant to which at any time the Parent, any Subsidiary or any other Person grants or purports to grant collateral to the Administrative Agent for the benefit of the Lenders or otherwise relates to such collateral.

EBITDA means, for any period, Consolidated Net Income for such period plus (without duplication), in each case to the extent deducted in determining such Consolidated Net Income in such period, (i) Interest Expense, (ii) income tax expense and franchise tax expense (to the extent in lieu of income tax expense), (iii) depreciation and amortization, (iv) non-cash charges (if any) under FAS No. 142 regarding the impairment of goodwill, (v) other non-cash impairment charges with respect to long-term assets (for the avoidance of doubt there is no “add-back” under this clause (v) or any other clause of this definition for any increases in the reserves with respect to inventory or accounts receivable or for any write-off with respect to inventory or accounts receivable), (vi) non-cash write offs of previously capitalized financing costs, (vii) restructuring charges or restructuring expenses (whether cash or non-cash) incurred by the Parent or its Subsidiaries with respect to (a) the closure or consolidation of plants or offices, (b) rent reserves for closed or consolidated plants or offices and (c) severance payments for employees terminated as part of a general downsizing, (viii) establishment or increase in reserves for uninsured litigation claims provided that the aggregate add-back under this clause (viii) shall not exceed $100,000 for such period, (ix) non-cash expenses (if any) resulting from the grant by the Parent of Capital Securities (including options), and (x) non-capitalized one-time out-of-pocket fees (including the Amendment Fee (as defined in Amendment No. 5) and any fees payable pursuant to the Agent Fee Letter in connection with Amendment No. 5) and legal and financial advisor expenses, not to exceed $998,000 in the aggregate for purposes of this clause (x), incurred (in such period) by the Parent and its Subsidiaries in connection with the negotiation, execution and delivery of Amendment No. 5 and any documents prepared and delivered in connection therewith or any term sheet relating thereto (such one-time fees and expenses, the “ Fifth Amendment Expenses ”), all on a consolidated basis of the Parent and its Subsidiaries.

Fixed Charge Coverage Ratio means, for any Four Fiscal Quarter Computation Period, the ratio of (a) the total for such Four Fiscal Quarter Computation Period of EBITDA minus the sum of (i) income taxes (and franchise taxes in lieu of income taxes) paid, or required to be paid, in cash by the Parent and its Subsidiaries in such Four Fiscal Quarter Computation Period plus (ii) all Capital Expenditures of the Parent and its Subsidiaries for such Four Fiscal Quarter Computation Period to the extent not financed (it being agreed that Capital Expenditures paid with the proceeds of Revolving Loans shall not be considered financed for such purposes) to (b) the sum for such Four Fiscal Quarter Computation Period of (i) Interest Expense with respect to such Four Fiscal Quarter Computation Period plus (ii) all payments of principal of Debt (including the Term Loans but excluding payments required under Section 6.2.2 and also excluding required payments of the Revolving Loans) required to be paid by the Parent or its Subsidiaries in such Four Fiscal Quarter Computation Period plus (iii) any Rabbi Trust Permitted Payments made in such Four Fiscal Quarter Computation Period.

Foreign Pledge Agreements shall mean (i) the German Pledge Agreements, (ii) the Pledge Agreement between BEC BV and the Administrative Agent, pledging the shares of Baldwin Jimek AB, (iii) the respective Share Pledge Agreements, as supplemented and modified by any Undertaking and Acknowledgement(s) if applicable, and any other share pledge modifications, agreements, undertakings and acknowledgments pledging the shares of BEC BV and Baldwin Graphic Equipment B.V. in favor of the Administrative Agent at any time entered into (collectively, the “ Netherlands Pledge Agreements ”), and (iv) the Stock Pledge Agreement pledging the shares of Japan-Baldwin Ltd. in favor of the Administrative Agent.

German Revolving Commitment or German Revolving Loan Commitment means, with respect to a Permanent Lender at the applicable time, the commitment of such Permanent Lender to make German Revolving Loans. The initial amount (in Dollars) of the respective German Revolving Commitment of each initial Permanent Lender that has made such a commitment is set forth in Annex A hereto; and, as of the Fifth Amendment Effective Date, the amount (in Dollars) of the respective German Revolving Commitment of each Permanent Lender that has made such a commitment is also set forth in Annex A hereto. The German Revolving Commitment of each Permanent Lender may be reduced pursuant to Section 6 . The German Revolving Commitment(s) of the applicable assigning and assignee Permanent Lender shall be adjusted to give effect to any assignments of a German Revolving Commitment(s) pursuant to Section 15.6.1 .

German Revolving Commitments or the German Revolving Loan Commitments means, collectively, the aggregate amount, at the applicable time, of all German Revolving Commitments of all Permanent Lenders. The initial aggregate amount of the German Revolving Commitments shall be $15,000,000 and, as of the Fifth Amendment Effective Date, the aggregate amount of the German Revolving Commitments shall be $5,000,000.

Loan Documents means this Agreement, the Notes, the Letters of Credit, the Master Letter of Credit Agreement, the L/C Applications, the Agent Fee Letter, the Collateral Documents, any applicable subordination agreements (if any), and all documents, instruments and agreements at any time delivered in connection with the foregoing.

Obligations means all obligations (monetary (including post-petition interest, allowed or not) or otherwise) of any Loan Party under this Agreement and any other Loan Document including Attorney Costs and any reimbursement obligations of each Loan Party in respect of Letters of Credit (including those to the Issuing Lender or any other applicable Person) and surety bonds, all Hedging Obligations of any Loan Party permitted hereunder which are owed to any Lender or its Affiliate or the Administrative Agent (whether or not such Lender or the Person acting as Administrative Agent subsequently is no longer a party to this Agreement), and all Bank Product Obligations, all in each case howsoever created, arising or evidenced, whether direct or indirect, absolute or contingent, now or hereafter existing, or due or to become due.

Parent Revolving Commitment or Parent Revolving Loan Commitment means, with respect to a Permanent Lender at the applicable time, the commitment of such Permanent Lender to make Parent Revolving Loans. The initial amount (in Dollars) of the respective Parent Revolving Commitment of each initial Permanent Lender that made such a commitment is set forth in Annex A hereto; and, as of the Fifth Amendment Effective Date, the amount (in Dollars) of the respective Parent Revolving Commitment of each Permanent Lender that has made such a commitment is also set forth in Annex A hereto. The Parent Revolving Commitment of each Permanent Lender may be reduced pursuant to Section 6 . The Parent Revolving Commitment(s) of the applicable assigning and assignee Permanent Lender shall be adjusted to give effect to any assignments of a Parent Revolving Commitment pursuant to Section 15.6.1 .

Rabbi Trust Existing Contributions means cash contributions made by the Parent to the Rabbi Trust prior to the Closing Date and aggregating no more than $1,250,000.

Rabbi Trust Permitted Payments shall mean the following contributions to the Rabbi Trust made after the Closing Date: (a) cash contributions made prior to January 1, 2009 in compliance with the terms and provisions of this Agreement (as it existed at the time of such contributions) and (b) upon the occurrence of a Potential Change of Control (as defined in the Rabbi Trust Agreement as constituted on November 21, 2006) the Parent shall be permitted to make those contributions required to be made (as a result of the Potential Change of Control) under the Rabbi Trust Agreement (as constituted on November 21, 2006).

Required Lenders means Permanent Lenders whose Pro Rata Shares are equal (in the aggregate) to at least 66 ² / ₃ % as determined pursuant to clause (d) of the definition of “Pro Rata Share”.

Specified Permitted Redemption means (i) the $1,721,000 of redemptions consummated by the Parent prior to February 26, 2008 pursuant to the Announced 1999 Stock Repurchase Program (as defined below) and (ii) redemptions (if any) by the Parent, on or after February 26, 2008 and prior to January 1, 2009, of shares of the Parent’s Class A Common Stock in compliance with the terms and provisions of this Agreement (as it existed at the time of such redemption). The “ Announced 1999 Stock Repurchase Program ” means the stock repurchase program announced by the Parent on November 3, 1999 pursuant to which program the Parent was authorized (pursuant to prior resolutions adopted by the Parent’s Board of Directors) to utilize up to $5,000,000 to repurchase its Class A Common Stock. Borrowers acknowledge and agree that no Specified Permitted Redemptions are permitted to be made after January 1, 2009.

Total Debt to EBITDA Ratio means, as of the last day of any Fiscal Quarter, the ratio of (a) Total Debt as of such day to (b) EBITDA for the Four Fiscal Quarter Computation Period ending on such day.

2.03 Amendment to Section 1.1: Amendment of Interest Period Definition . Section 1.1 of the Credit Agreement is hereby amended by amending the definition “Interest Period” as follows:

The definition of “Interest Period” in Section 1.1 of the Credit Agreement is hereby amended by deleting “one, two, three or six months thereafter as selected” where it appears therein, and inserting, in lieu thereof, “(i) prior to the Fifth Amendment Effective Date, one (1), two (2), three (3) or six (6) months thereafter and (ii) on or after the Fifth Amendment Effective Date, one (1) month thereafter (unless additional periods are otherwise consented to as Interest Periods by the Required Lenders in their sole discretion), as selected (to the extent available)”.

2.04 Amendment to Section 1.1: Amendment to Definition of Change of Control . The definition of Change of Control in Section 1.1 of the Credit Agreement is hereby amended by deleting the phrase “any Change of Control as defined in the Rabbi Trust Agreement” and inserting in lieu thereof the phrase “any Change of Control or Potential Change of Control as those terms are respectively defined in the Rabbi Trust Agreement”.

2.05 Amendment to Section 1.1: Deletion of Definitions . Section 1.1 of the Credit Agreement is hereby amended by deleting the definition “Computation Period”.

2.06 Amendment to Section 2.1.2 . Section 2.1.2 of the Credit Agreement is hereby amended by deleting the last sentence thereof and substituting in lieu thereof the following:

The Parent Revolving Loans may (i) before the Fifth Amendment Effective Date, be borrowed in Dollars or Euros and (ii) on or after the Fifth Amendment Effective Date, only be borrowed in Dollars. In addition to (and not in impairment of) any other limitation on the borrowing of the Parent Revolving Loans contained in this Agreement, the Parent agrees to also comply with the limitations set forth in Section 11.14.6(b) .

2.07 Amendment to Section 2.1.3 . Section 2.1.3 of the Credit Agreement is hereby amended as follows:

(a) by amending and restating clause (ii) of the first sentence thereof to read in its entirety as follows:

(ii)(a) after the Initial German Revolving Loan, only the German Opcos shall be permitted to borrow German Revolving Loans and (b) on or after March 31, 2009, only BGG shall be permitted to borrow German Revolving Loans,

and

(b) by adding the following sentence to the end thereof:

In addition to (and not in impairment of) any other limitation on the borrowing of German Revolving Loans contained in this Agreement, BGG agrees to also comply with the limitations set forth in Section 11.14.6(b) .

2.08 Amendment to Section 2.1.5 . Section 2.1.5 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

2.1.5 L/C Commitments . Subject to Section 2.3.1 , the Issuing Lender agrees to issue letters of credit, in each case containing such terms and conditions as are permitted by this Agreement and are reasonably satisfactory to the Issuing Lender (each, a “ Letter of Credit ”), at the request of and for the account of the Parent or a German Opco (except that on or after the Fifth Amendment Effective Date Oxy-Dry GmbH may not request or have issued on its account a Letter of Credit), as the case may be, from time to time before the scheduled Termination Date and, as more fully set forth in Section 2.3.2 , each Permanent Lender with a Parent Revolving Commitment agrees to purchase a participation in each Parent Letter of Credit (and such obligation to so purchase shall not be impaired by any termination of the Parent Revolving Commitments) and each Permanent Lender with a German Revolving Commitment agrees to purchase a participation in each German Letter of Credit (and such obligation to so purchase shall not be impaired by any termination of the German Revolving Commitments); provided that, the Issuing Lender shall have no obligation to issue or increase any Letter of Credit (and the

applicable Borrower shall have no right to request such issuance or increase), unless (among other conditions precedent) (i) the aggregate Dollar Equivalent (as of the most recent Revaluation Date) of the Parent Stated Amounts and the German Stated Amounts shall not exceed $6,000,000, (ii) the Dollar Equivalent (as of the most recent Revaluation Date) of all Parent Revolving Outstandings shall not exceed the Parent Revolving Loan Commitments (in Dollars), (iii) the Dollar Equivalent (as of the most recent Revaluation Date) of all German Revolving Outstandings shall not exceed the German Revolving Loan Commitments (in Dollars), and (iv) the Dollar Equivalent (as of the most recent Revaluation Date) of Revolving Outstandings shall not exceed the Revolving Commitments (in Dollars). In addition to (and not in impairment of) any other limitations under the Agreement with respect to the issuance (or increase) of any Letter of Credit, (i) the Borrowers agree to also comply with the applicable limitations set forth in Section 11.14.6(b) or (ii) if any Lender (other than the Issuing Lender) has failed to make a required Loan hereunder or has failed to make any required payment to the Administrative Agent or the Issuing Lender or otherwise failed to make a required payment hereunder the Issuing Lender shall not be required to issue (or increase) any Letter of Credit. The Letters of Credit shall include the Initial Letters of Credit. The Initial Letters of Credit (to the extent issued) shall be part of the Parent Letters of Credit (and the Master Letter of Credit Agreement executed by the Parent shall cover, among other things, the Initial Letters of Credit (to the extent issued) as well as any other Parent Letters of Credit). The Parent Letters of Credit may only (i) before the Fifth Amendment Effective Date, be issued in Dollars or Euros and (ii) on or after the Fifth Amendment Effective Date be issued in Dollars. The German Letters of Credit may only be issued in Dollars or Euros.

2.09 Amendment to Section 2.3.1 . Section 2.3.1 of the Credit Agreement is hereby amended by adding to the end thereof the following sentence: “It is hereby acknowledged and agreed that failure by Parent or any German Opco to execute a Master Letter of Credit Agreement shall not limit or otherwise impair the obligations of the Borrowers, any Subsidiary thereof or any other party under this Agreement or any other Loan Document with respect to any Letter of Credit.”

2.10 Amendment to Section 5.1 . Section 5.1 of the Credit Agreement is hereby amended by adding the following sentence immediately after the third sentence of Section 5.1 and immediately before the fourth sentence of Section 5.1 :

(For the avoidance of doubt, Borrowers acknowledge and agree that the limitations on borrowings set forth in Section 11.14.6 shall not, and shall not be interpreted to, limit the non-use fees payable under this Section 5.1 .)

2.11 Amendment to Section 6.2.2 . Section 6.2.2 of the Credit Agreement is hereby amended as follows:

(a) by adding the following new clauses (iv) and (v) to paragraph (a) therein as follows:

and

In addition to, and not in limitation of, any other mandatory prepayment provisions set forth in this Agreement, if at any time (as of the most recent Revaluation Date) the Dollar Equivalent of all Revolving Outstandings at any time in the period from (and including) the Fifth Amendment Effective Date to (and including) November 16, 2010 exceeds 105% of the Specified Currency Prepayment Amount, the Parent shall immediately cause the prepayment of the Revolving Loans and Cash Collateralization of the outstanding Letters of Credit, or do a combination of the foregoing (provided, that if so instructed by the Administrative Agent, prepayments shall be made to eliminate the excess before any Cash Collateralization), in an amount sufficient to eliminate such excess. Nothing contained in this Section 6.2.2(b) shall, or shall be interpreted to, impair any limitation contained in this Agreement on the borrowing of Revolving Loans or the issuance or increase of any Letters of Credit. Notwithstanding anything contained in Section 6.2.2(d) to the contrary, the Parent shall not have the option provided for in Section 6.2.2(d) with respect to a prepayment required under the third sentence of this Section 6.2.2(b) unless the Administrative Agent in its absolute discretion permits the Parent to use such option.

2.12 Amendment to Section 9.4 . Section 9.4 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

9.4 Financial Condition .

The audited consolidated financial statements of the Parent and its Subsidiaries as at (and for the Fiscal Years ended) June 30, 2007 and June 30, 2008, and the unaudited consolidated financial statements of the Parent and its Subsidiaries as at (and for the nine months ended) March 31, 2009, copies of each of which have been delivered to the Administrative Agent and each Lender, were prepared in accordance with GAAP (subject, in the case of such unaudited statements, to the absence of footnotes and to normal year-end adjustments) and present fairly, in all material respects, the consolidated financial condition of the Parent and its Subsidiaries as at such dates and the results of their operations and cash flows for the periods then ended.

2.13 Amendment to Section 9.5 . Section 9.5 of the Credit Agreement is hereby amended by deleting the date “September 30, 2006” and inserting the date “March 31, 2009”.

2.14 Amendment to Section 9.26 . Section 9.26 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

9.26 Certain Rabbi Trust Payments . To the best knowledge of the Parent, as of the Fifth Amendment Effective Date the amount of aggregate remaining cash contributions necessary to fully fund the projected liabilities under the Plans (as defined in the Rabbi Trust Agreement) would not exceed $3,700,000.

2.15 Amendment to Section 10.1.3 . Section 10.1.3 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

10.1.3 Compliance Certificates . Contemporaneously with the furnishing of a copy of each annual audit report pursuant to Section 10.1.1 and each set of quarterly statements pursuant to Section 10.1.2 , an accompanying duly completed Compliance Certificate, with appropriate insertions and signed by a Senior Officer of the Parent, containing (i) a computation of all applicable financial covenants and restrictions set forth in Section 11.14 (except for the Currency Adjusted Net Sales financial covenant under Section 11.14.4 and the minimum liquidity financial covenant under Section 11.14.6 , it being agreed that Section 10.1.6(a) shall cover the certifications as to the calculation of such financial covenants), (ii) a statement that such officer has not become aware of any Event of Default or Unmatured Event of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it, and (iii) a written statement of the Parent’s management setting forth a discussion of the financial condition, changes in financial condition and results of operations of the Parent and its Subsidiaries. In addition, to, and not in limitation of, any obligations under the immediately preceding sentence, the Compliance Certificate delivered in connection with quarterly statements (A) for each of the first three Fiscal Quarters of the Fiscal Year ending June 30, 2010 shall also contain a separate computation of the Capital Expenditures for such Fiscal Quarter and for the elapsed portion of such Fiscal Year ending with such Fiscal Quarter and (B) for the Fiscal Quarter ending September 30, 2010 shall also contain a separate computation of EBITDA for such Fiscal Quarter.

2.16 Amendment to Section 10.1.6 . Section 10.1.6 of the Credit Agreement is hereby amended and restated to read in its entirety as follows:

10.1.6 Certain Additional Deliverables .

(a) Within 30 days after the end of each month (commencing with the month of July of 2009 and ending (in the case of clauses (i) and (ii) below) with the month of September of 2010 and ending (in the case of clause (iii) below) with the month of November of 2010), a duly completed Minimum Liquidity and Currency Adjusted Net Sales Certificate, with appropriate insertions and signed by a Senior Officer of the Parent (i) attaching (and certifying as to) a report (in detail reasonably satisfactory to the Administrative Agent including a breakdown of actual consolidated net sales of the Parent and its Subsidiaries by currency and comparing such actual net sales to “budgeted” net sales and showing (for all sales made on or after July 1, 2009) the conversion of net sales in all applicable foreign currencies using the Specified Assumed Exchange Rates (and showing for sales for June of 2009 the applicable exchange rates referred to in the definition of Currency Adjusted Net Sales for such sales) in order to obtain the applicable Currency Adjusted Net Sales) of the Currency Adjusted Net Sales for such month and for the Currency Adjusted Net Sales for the consecutive three (3) month period ending with such month, (ii) certifying as to whether or not the applicable Currency Adjusted Net Sales financial covenant in Section 11.14.4 for the three (3) months ending on such date has been satisfied and (iii) certifying (in detail reasonably satisfactory to the Administrative Agent) as to whether or not the minimum liquidity financial covenant set forth in Section 11.14.6 and any prepayment requirements under the t