WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT

<PAGE>

                                                                   EXHIBIT 10.33

                           WAIVER AND AMENDMENT NO. 5
                                       TO
                                CREDIT AGREEMENT

     THIS WAIVER AND AMENDMENT NO. 5 TO CREDIT AGREEMENT (this "Amendment"),
dated as of the 31st 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.

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     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"):

<TABLE>
<CAPTION>
FOREIGN CURRENCY   EXCHANGE RATE (PER DOLLAR)
----------------   --------------------------
<S>                <C>
       GBP                     0.61
       AUD                     1.36
       JPY                    99.31
       SEK                     7.36
</TABLE>


                                      -2-

<PAGE>

<TABLE>
<CAPTION>
FOREIGN CURRENCY   EXCHANGE RATE (PER DOLLAR)
----------------   --------------------------
<S>                <C>
       HKD                     7.77
       RMB                     6.84
       EURO                    0.73
       REAL                    2.06
      RUPEE                   46.82
       SING                    1.46
       CHF                     1.12
</TABLE>

          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


                                      -3-

<PAGE>

     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:


                                       -4-

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          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"):

<TABLE>
<CAPTION>
 LIBOR   BASE RATE    NON-USE   L/C FEE
MARGIN     MARGIN    FEE RATE     RATE
------   ---------   --------   -------
<S>      <C>         <C>        <C>
 4.50%     3.00%      0.500%     4.50%
</TABLE>

          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


                                      -5-

<PAGE>

     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


                                      -6-

<PAGE>

     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


                                      -7-

<PAGE>

     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".


                                      -8-

<PAGE>

     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


                                       -9-

<PAGE>

     (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:


                                      -10-

<PAGE>

               (iv) Within three (3) Business Days of the receipt by the Parent
                    or any Subsidiary of the Parent of any Technotrans
                    Litigation Net Proceeds, in an amount equal to 100% of such
                    Technotrans Litigation Net Proceeds.

               (v)  On or before October 10, 2010, in an amount equal to fifty
                    percent (50%) of the Excess Cash Flow for the Fiscal Year
                    ending June 30, 2010.

and

          (b) by adding the following to the end of paragraph (b) of such
     Section 6.2.2:

               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


                                      -11-
<PAGE>

          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.


                                      -12-

<PAGE>

          (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 third
          sentence of Section 6.2.2(b) have each been satisfied;

          (b) Within 15 days after the end of each month (commencing with the
   &nb